NuvOx Therapeutics, Inc.（NUOX）IPO 进程与发行信息

Official SEC EDGAR filing metadata: {"accession": "0001213900-26-108590", "file_date": "2026-10-13", "form": "S-1/A", "issuer_cik": "0001966126"} PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION dated OCTOBER 9 , 2026 2,860,000 Shares Common Stock NuvOx Therapeutics, Inc. This is the initial public offering of shares of common stock of NuvOx Therapeutics, Inc. Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price of our shares will be between $6.00 and $8.00. We intend to apply to list our common stock on the NYSE American under the symbol “NUOX.” This offering is contingent upon final approval by the NYSE American of our listing. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 17 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount (1) $ $ Proceeds, before expenses, to NuvOx $ $ (1) We have agreed to pay the underwriters for certain expenses incurred by them. See “Underwriting” beginning on page 165 of this prospectus for more information about the compensation payable to the underwriters, including reimbursable expenses. We have granted a 45 -day option to the representative of the underwriters to purchase up to 429,000 additional shares of common stock solely to cover over -allotments , if any. The underwriters expect to deliver the shares to purchasers on or about , 2026. ThinkEquity The date of this prospectus is , 2026 Table of Contents Table of Contents Table of Contents Page glossary of SELECTED terms iii Prospectus summary 1 The offering 12 Summary financial INFORMATION 14 Risk factors 17 CORPORATE CONVERSION / INCORPORATION 63 SPECIAL NOTE REGARDING FORWARD-LOOKing Statements 64 MARKET, INDUSTRY AND OTHER DATA 65 Use of proceeds 66 Dividend policy 67 Capitalization 68 Dilution 71 Management’s discussion and analysis of financial condition and resul ts of Ope rations 74 Business 96 MANAGEMENT 128 Executive compensation 135 Certain relationships and related party transactions 143 Principal stockholders 146 Description of SECURITIES 151 Shares eligible for future sale 159 Material U.S. federal income tax considerations FoR non-U.S. holders OF O UR COMMON STO CK 161 Underwriting 165 Legal matters 171 Experts 171 Where you can find ADDITIONAL information 171 IN dex to Consolidated Financial Statements F-1 i Table of Contents We have not, and the underwriters have not, authorized anyone to provide any information to you or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. Neither we nor the underwriters have taken any action to permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons in jurisdictions outside of the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution of this prospectus. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus or any applicable free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus and any applicable free writing prospectus must inform themselves, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus outside the United States. Through and including , 2026 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Trademarks and Tradenames We use our registered trademarks and trade names in this prospectus. This prospectus also includes trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this prospectus appear without the and ™ symbols, but those references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii Table of Contents GLOSSARY OF SELECTED TERMS Unless the context otherwise requires, references in this section to the “Company,” “NuvOx,” “NuvOx Therapeutics,” “we,” “us” and “our” refer to NuvOx Therapeutics, Inc. In addition, as used in this prospectus, unless otherwise noted or the context otherwise requires, references to the following capitalized terms have the meanings set forth below: “ ALS ” means amyotrophic lateral sclerosis. “ API ” means an active pharmaceutical ingredient. “ ARDS ” means acute respiratory distress syndrome. “ CMO ” means a contract manufacturing organization. “ CPR ” means cardiopulmonary resuscitation. “ CRO ” means a contract research organization. “ DMF ” means a drug master file. “ EMA ” means the European Medicines Agency, an agency of the European Union in charge of the evaluation and supervision of medicinal products. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended. “ FDA ” means the U.S. Food and Drug Administration, which is a federal agency of the United States Department of Health and Human Services. “ FDCA ” means the Federal Food, Drug and Cosmetic Act. “ GBM ” means glioblastoma multiforme, a form of brain cancer. “ GCP ” means good clinical practice, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical trials. “ GMP ” means good manufacturing practice regulations promulgated by the FDA. These regulations, which have the force of law, require that manufacturers, processors, and packagers of drugs, medical devices, some food, and blood take proactive steps to ensure that their products are safe, pure, and effective. “ IND ” means an investigational new drug application. “ IRB ” means an Institutional Review Board, which is a group that has been formally designated to review and monitor biomedical research involving human subjects. “ NDA ” means new drug application. “ MI ” means myocardial infarction. “ REMS ” means a risk evaluation and mitigation strategy which is a drug safety program that the FDA can require for