Form S-1MEF Latigo Biotherapeutics,

As filed with the Securities and Exchange Commission on August 6, 2026.

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Latigo Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2834		83-2625838
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1300 Rancho Conejo Boulevard

Suite 305

Thousand Oaks, California 91320

(805) 716-2927

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Nima Farzan

President and Chief Executive Officer

Latigo Biotherapeutics, Inc.

1300 Rancho Conejo Boulevard

Suite 305

Thousand Oaks, California 91320

(805) 716-2927

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Charles J. Bair Grady Chang Dylan Kornbluth Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000		Neha Krishnamohan Chief Financial Officer and Chief Business Officer Latigo Biotherapeutics, Inc. 1300 Rancho Conejo Boulevard Suite 305 Thousand Oaks, California 91320 (805) 716-2927		Nathan Ajiashvili Alison Haggerty Sandy Kugbei Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-297518)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), by Latigo Biotherapeutics, Inc. (the “Registrant”), for the sole purpose of increasing the aggregate number of shares of common stock offered and registered by the Earlier Registration Statement (as defined below) by 3,680,000 shares, 480,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-297518), including all exhibits thereto (the “Earlier Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on August 6, 2026, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Earlier Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of Cooley LLP.
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2		Consent of Cooley LLP (included in Exhibit 5.1).
24.1*		Power of Attorney.
107		Filing Fee Table.

 

*	Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-297518), originally filed with the Commission on July 17, 2026 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Thousand Oaks, California on August 6, 2026.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.

 

Signature		Title		Date
/s/ Nima Farzan Nima Farzan		President, Chief Executive Officer and Director (Principal Executive Officer)		August 6, 2026
/s/ Neha Krishnamohan Neha Krishnamohan		Chief Financial Officer and Chief Business Officer (Principal Financial and Accounting Officer)		August 6, 2026
* Timothy P. Walbert		Chair		August 6, 2026
* Sara Bonstein		Director		August 6, 2026
* Kevin Raidy		Director		August 6, 2026
* Beth Seidenberg, M.D.		Director		August 6, 2026
* Todd N. Smith		Director		August 6, 2026
* James B. Tananbaum, M.D.		Director		August 6, 2026

 

*By:		/s/ Nima Farzan
		Nima Farzan
		Attorney-in-Fact