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    SEC Form S-1MEF filed by MBX Biosciences Inc.

    9/24/25 8:19:23 PM ET
    $MBX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $MBX alert in real time by email
    S-1MEF 1 mbx-20250924.htm S-1MEF S-1MEF

    As filed with the Securities and Exchange Commission on September 24, 2025.

     

    Registration No. 333–

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM S-1

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

    MBX Biosciences, Inc.

    (Exact name of registrant as specified in its charter)

    Delaware

    2834

    84-1882872

    (State or other jurisdiction of
    incorporation or organization)

    (Primary Standard Industrial
    Classification Code Number)

    (I.R.S. Employer
    Identification No.)

    MBX Biosciences, Inc.

    11711 N. Meridian Street, Suite 300

    Carmel, Indiana 46032

    (317) 659-0200
    (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

    P. Kent Hawryluk

    President and Chief Executive Officer

    MBX Biosciences, Inc.

    11711 N. Meridian Street, Suite 300

    Carmel, Indiana 46032

    (317) 659-0200

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

    Copies to:

    Mitchell S. Bloom

    Edwin O’Connor

    Goodwin Procter LLP
     100 Northern Avenue
    Boston, Massachusetts 02210
    (617) 570-1000

    Richard D. Truesdell, Jr.
    Yasin Keshvargar

    Arisa A. Sin
    Davis Polk & Wardwell LLP
    450 Lexington Avenue

    New York, New York 10017

    (212) 450-4000

    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

    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. x (333-290447)

     

     

     


     

     

    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

    x

    Smaller reporting company

    x

    Emerging growth company

    x

    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”), for the sole purpose of increasing the aggregate number of shares of common stock offered by MBX Biosciences, Inc. (the “Registrant”) by 1,274,263 shares, 166,208 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. 333-290447), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, including all amendments and exhibits thereto (the “Prior Registration Statement”), which was declared effective by the Commission on September 24, 2025, are incorporated by reference into this Registration Statement.

    The additional shares of common stock that are being registered for issuance and sale 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 Prior Registration Statement.

    The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.

    EXHIBIT INDEX

    Exhibit
    No.

    Exhibit Index

    5.1

    Opinion of Goodwin Procter LLP

    23.1

    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

    23.2

    Consent of Goodwin Procter LLP (included in Exhibit 5.1)

    24.1*

    Power of Attorney

    107

    Filing Fee Table

    *

    Previously included on the signature page to the Prior Registration Statement, originally filed with the Securities and Exchange Commission on September 22, 2025 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 the City of Carmel, Indiana, on the 24th day of September, 2025.

     

     

     

    MBX Biosciences, Inc.

     

     

    By:

    /s/ P. Kent Hawryluk

     

    P. Kent Hawryluk

     

    President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in their capacities and on the date indicated.

     

    Signature

    Title

     

     

    /s/ P. Kent Hawryluk

    P. Kent Hawryluk

    President, Chief Executive Officer and Director

    (Principal Executive Officer)

     

     

    /s/ Richard Bartram

    Richard Bartram

    Chief Financial Officer

    (Principal Financial Officer and Principal Accounting Officer)

     

     

    *

    Tiba Aynechi

    Director

     

     

    *

    James M. Cornelius

    Director

     

     

    *

    Steven L. Hoerter

    Director

     

     

    *

    Patrick Heron

    Director

     

     

    *

    Edward T. Mathers

    Director

     

     

    *

    Ora Pescovitz

    Director

     

     

    *

    Steven Ryder

    Director

     

    *By:

    /s/ P. Kent Hawryluk

    P. Kent Hawryluk

    Attorney-in-Fact

     

     

     

     


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