As filed with the Securities and Exchange Commission on June 13, 2025

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Lexeo Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		85-4012572
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

345 Park Avenue South, Floor 6

New York, New York 10010

(212) 547-9879

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

 

 

R. Nolan Townsend

Chief Executive Officer

Lexeo Therapeutics, Inc.

345 Park Avenue South, Floor 6

New York, New York 10010

(212) 547-9879

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

 

 

Copies to:

 

Megan J. Baier David G. Sharon Wilson Sonsini Goodrich & Rosati, Professional Corporation 1301 Avenue of the Americas New York, New York 10019 (212) 999-5800		Jenny R. Robertson Chief Legal Officer Lexeo Therapeutics, Inc. 345 Park Avenue South, Floor 6 New York, New York 10010 (212) 547-9879

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Securities Act. ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

TABLE OF CONTENTS

 

		Page
About this Prospectus			ii
Prospectus Summary			1
The Offering			5
Risk Factors			6
Special Note Regarding Forward Looking Statements			7
Use of Proceeds			10
Selling Stockholders			11
Plan of Distribution			16
Legal Matters			19
Experts			19
Where You Can Find More Information			20
Incorporation by Reference			20

 

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders and their permitted transferees may, from time to time, sell the shares offered by them as described in the section titled “Plan of Distribution.” We will not receive any proceeds from the sale by such Selling Stockholders of such Shares. We will, however, receive the net proceeds of any Warrants exercised for cash.

This prospectus provides you with a general description of the securities that may be offered. To the extent necessary, each time that the Selling Stockholders offer and sell securities, we or the Selling Stockholders may provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. To the extent permitted by law, we may also authorize one or more free writing prospectuses that may contain material information relating to these offerings. Such prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and any applicable prospectus supplement (and any applicable free writing prospectuses) together with the additional information described under the sections titled “Where You Can Find More Information” and “Incorporation by Reference.”

Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained, or incorporated by reference, in this prospectus, any applicable prospectus supplement or in any related free writing prospectus. Neither we nor the Selling Stockholders take any responsibility for, nor provide any assurance as to the reliability of, any other information that others may give you. This prospectus and any applicable prospectus supplement or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the applicable prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

This prospectus, any prospectus supplement or free writing prospectus, and the documents incorporated by reference therein contain summaries of certain provisions contained in some of the documents described or incorporated by reference herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.”

For investors outside of the United States: Neither we nor the Selling Stockholders, have done anything that would 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 outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

The Lexeo design logo and the Lexeo mark appearing in this prospectus are the property of Lexeo Therapeutics, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. We have omitted the ^® and TM designations, as applicable, for the trademarks used in this prospectus.

 

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RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and assumptions described under “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K and in “Part II—Item 1A—Risk Factors” in our most recent Quarterly Report on Form 10-Q filed subsequent to such Form 10-K that are incorporated herein by reference as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, and all other information contained or incorporated by reference in this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of our Common Stock could decline, and you could lose part or all of your investment. Please also carefully read the sections titled “Special Note Regarding Forward-Looking Statements” and “Incorporation by Reference.”

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement or free writing prospectus, and the documents incorporated by reference herein and therein contain certain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future, but these are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement or free writing prospectus and the documents incorporated herein and therein by reference, particularly in the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements contained or incorporated by reference in this prospectus, any applicable prospectus supplement or free writing prospectus include, without limitation, statements about:

 

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the timing, progress and results of our preclinical studies and clinical trials of our product candidates, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;

 

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the timing of our planned investigational new drug, or IND, submissions, initiation of planned clinical trials and timing of expected clinical results for LX2006 and LX2020, if applicable, and our other future product candidates;

 

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the timing for receipt and announcement of data from our preclinical studies and clinical trials;

 

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the timing of any submission of filings for regulatory approval of and our ability to obtain and maintain regulatory approvals for LX2006, LX2020 and any other product candidates;

 

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the impact of public health crises and other adverse global economic conditions on our operations and the potential disruption in the operations and business of third-party manufacturers, contract research organizations, or CROs, other service providers, and collaborators with whom we conduct business;

 

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our ability to identify patients with the diseases treated by our product candidates, and to enroll patients in trials;

 

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the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates;

 

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the ability of our preclinical studies and clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

 

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our expectations regarding the size of the patient populations, market acceptance and opportunity for and clinical utility of our product candidates, if approved for commercial use;

 

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our manufacturing capabilities and strategy, including the scalability and commercial viability of our manufacturing methods and processes;

 

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our reliance on third party manufacturing partners to comply with significant regulations with respect to manufacturing our products;

 

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our expectations regarding the scope of any approved indication for LX2006, LX2020 or any other product candidate;

 

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our ability to successfully commercialize our product candidates, if approved;

 

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our ability to leverage our platform to identify and develop future product candidates;

 

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our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for or ability to obtain additional funding before we can expect to generate any revenue from product sales;

 

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our ability to establish or maintain collaborations or strategic relationships and any expected benefits related thereto;

 

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our ability to identify, recruit and retain key personnel;

 

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our reliance upon intellectual property licensed from third parties and our ability to obtain such licenses on commercially reasonable terms or at all;

 

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our ability to protect and enforce our intellectual property position for our product candidates, and the scope of such protection;

 

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our financial performance;

 

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our competitive position and the development of and projections relating to our competitors or our industry;

 

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our estimates regarding future revenue, expenses and needs for additional financing;

 

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our anticipated use of our cash, cash equivalents, and investments balances and any proceeds from the ATM Facility;

 

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the impact of current and future laws and regulations; and

 

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our expectations regarding the time during which we will be an emerging growth company under the JOBS Act.

We caution you that the foregoing list does not contain all of the forward-looking statements made in this prospectus, any applicable prospectus supplement or free writing prospectus, and the documents incorporated by reference into this prospectus, any applicable prospectus supplement or free writing prospectus.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. The forward-looking statements contained in this prospectus, any prospectus supplement or free writing prospectus, and the information incorporated by reference herein and therein speak only as of the applicable date of such document and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus, any prospectus supplement or free writing prospectus, and the information incorporated by reference herein and therein. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus, any applicable prospectus supplement or free writing prospectus, and the documents incorporated by reference into this prospectus, any applicable prospectus supplement or free writing prospectus after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information known to us as of the date of the document containing such statement, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

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This prospectus, any applicable prospectus supplement or free writing prospectus, and the documents incorporated by reference into this prospectus, any applicable prospectus supplement or free writing prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these projections to be reasonable as of the date of this prospectus, actual results may differ from the projections.

 

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USE OF PROCEEDS

We are filing the registration statement of which this prospectus is a part to permit holders of the shares of our Common Stock described in the section entitled “Selling Stockholders” to resell such shares. We are not selling any securities under this prospectus and we will not receive any proceeds from the sale or other disposition of shares of our Common Stock held by the Selling Stockholders. Upon any exercise of the Warrants for cash, the applicable Selling Stockholder would pay us the exercise price set forth in the Pre-Funded Warrants or Common Warrants, as applicable.

Each Pre-Funded Warrant has an exercise price of $0.0001 per share, and if all 6,963,556 Pre-Funded Warrants are exercised on a cash basis, we will receive proceeds of approximately $696. Each Common Warrant has an exercise price of $2.82 per share, and if all 13,876,838 Common Warrants are exercised on a cash basis, we will receive proceeds of approximately $39.1 million. We expect to use any such proceeds primarily to fund advancement of ongoing clinical stage programs, and for working capital and general corporate purposes. The Pre-Funded Warrants are exercisable at any time and will not expire until exercised in full. The Common Warrants are exercisable at any time and expire on May 28, 2029. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants or that they will exercise any or all of them for cash.

The Warrants are only exercisable on a net exercise cashless basis if, at the time of the exercise thereof, there is no effective registration statement registering, or no current prospectus available for the resale of, the Shares of Common Stock issuable upon exercise of the Warrants, as applicable. If the Warrants are exercised on a cashless basis, we would not receive any cash payment from the applicable Selling Stockholder upon any such exercise of the Warrants.

The Selling Stockholders will pay any discounts, commissions, fees of underwriters, selling brokers or dealer managers and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, printing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

 

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SELLING STOCKHOLDERS

This prospectus relates to (i) the issuance by us of up to 20,840,394 Warrant Shares and (ii) the resale by the Selling Stockholders of up to 41,630,514 Shares, which consists of (a) 20,790,120 Outstanding Shares held by the Selling Stockholders, (b) 6,963,556 shares of Common Stock issuable upon the exercise of outstanding Pre-Funded Warrants held by certain Selling Stockholders, and (c) 13,876,838 shares of Common Stock issuable upon the exercise of outstanding Common Warrants held by the Selling Stockholders. We cannot predict when or whether any of the Selling Stockholders will exercise their Warrants. For additional information, see the section titled “Prospectus Summary—Private Placement.”

The Selling Stockholders may from time to time offer and sell any or all of the shares of Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement.

The following table is prepared based on information provided to us by the Selling Stockholders and the 54,001,214 shares of Common Stock outstanding as of June 2, 2025. It sets forth, as of the date of this prospectus, the names of the Selling Stockholders, and the aggregate number of Shares that the Selling Stockholders may offer pursuant to this prospectus. Shares offered and beneficially owned are based primarily on information initially provided to us by the Selling Stockholders. For purposes of this table, we have assumed that the Selling Stockholders will have sold all of the Shares covered by this prospectus upon the completion of the offering, without regard to any limitations on the exercise of the Warrants. Under the terms of the Warrants, a holder will not be entitled to request the exercise of any portion of any Warrant if, upon giving effect to such exercise, the aggregate number of shares of our Common Stock beneficially owned by the holder (together with its affiliates and other specified parties) would exceed the Beneficial Ownership Limitation.

We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such Shares. In particular, the Selling Stockholders identified below may have sold, transferred or otherwise disposed of all or a portion of their Shares after the date on which they provided us with information regarding their securities. Any changed or new information given to us by the Selling Stockholders, including regarding the identity of, and the securities held by, each Selling Stockholder, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary.

Please see the section titled “Plan of Distribution” for further information regarding the Selling Stockholders’ method of distributing these securities.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Generally, a person “beneficially owns” shares of our Common Stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they

 

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beneficially own, subject to applicable community property laws. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for any Selling Stockholder named below.

 

		Shares Beneficially Owned Prior to this Offering												Shares Beneficially Owned After this Offering
Name of Selling Stockholder		Number of Shares				Percentage				Shares Offered				Number of Shares				Percentage
Atlas Private Holdings (Cayman) Ltd.(1)			7,805,724				14.5				7,805,724				—				*
Entities affiliated with Frazier Life Sciences Management, L.P.(2)			8,761,239				16.2				7,805,724				955,515				1.8
Entities affiliated with Janus Henderson Investors US LLC(3)			10,141,422				18.8				7,805,724				2,335,698				4.3
Entities affiliated with ADAR1 Partners, LP(4)			2,747,015				5.1				2,601,906				145,109				*
Affinity Healthcare Fund, LP.(5)			4,252,005				7.9				2,601,906				1,650,099				3.1
Ally Bridge MedAlpha Master Fund L.P.(6)			2,601,906				4.8				2,601,906				—				*
Citadel CEMF Investments Ltd.(7)			3,064,562				5.7				2,601,906				462,656				*
Coastlands Capital Partners LP(8)			2,801,906				5.2				2,601,906				200,000				*
Entities Affiliated with Vestal Point Capital, LP(9)			4,095,463				7.6				2,601,906				1,493,557				2.8
Woodline Master Fund LP(10)			3,459,464				6.4				2,601,906				857,558				1.6

*	Represents beneficial ownership or voting power of less than one percent.

(1)

Consists of (i) 3,469,210 shares of Common Stock purchased by Atlas Private Holdings (Cayman) Ltd., or Atlas, in the Private Placement and (ii) 4,336,514 shares of Common Stock issuable upon exercise of Warrants purchased by Atlas in the Private Placement. The Warrants held by Atlas prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of Atlas, its affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 9.99%. Balyasny Asset Management L.P. is Atlas’ investment adviser. Dmitry Balyasny, via intermediate entities, manages Balyasny Asset Management L.P. and has voting and investment control over the reported securities. The address and principal office of Balyasny Asset Management L.P. is 767 5th Avenue, 35th Floor New York, NY 10153.

(2)

Consists of (a) (i) 955,515 shares of Common Stock held by Frazier Life Sciences Public Fund, L.P., or Frazier Public Fund, prior to the Private Placement, (ii) 2,117,952 shares of Common Stock purchased by Frazier Public Fund in the Private Placement and (iii) 2,647,440 shares of Common Stock issuable upon exercise of Warrants purchased by Frazier Public Fund in the Private Placement, (b) (i) 624,804 shares of Common Stock purchased by Frazier Life Sciences Public Overage Fund, L.P., or Frazier Public Overage Fund, in the Private Placement and (ii) 781,005 shares of Common Stock issuable upon exercise of Warrants purchased by Frazier Public Overage Fund in the Private Placement, (c) (i) 87,424 shares of Common Stock purchased by Frazier Life Sciences X, L.P., or Frazier X, in the Private Placement and (ii) 109,280 shares of Common Stock issuable upon exercise of Warrants purchased by Frazier X in the Private Placement, (d) (i) 232,784 shares of Common Stock purchased by Frazier Life Sciences XI, L.P., or Frazier XI, in the Private Placement and (ii) 290,980 shares of Common Stock issuable upon exercise of Warrants purchased by Frazier XI in the Private Placement and (e) (i) 406,246 shares of Common Stock purchased by Frazier Life Sciences XII, L.P., or Frazier XII (and together with Frazier Public Fund, Frazier Public Overage Fund, Frazier X and Frazier XI, the Frazier Funds) in the Private Placement and (iii) 507,809 shares of Common Stock issuable upon exercise of Warrants purchased by Frazier XII in the Private Placement. The Warrants held by the Frazier Funds prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of the Frazier Funds, their affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 9.99%. FHMLSP, L.P. is the general partner of Frazier Public Fund and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Albert Cha, James N. Topper, Patrick J. Heron and James Brush are the managing directors of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Public Fund. Dr. Cha, Dr. Topper, Mr. Heron and

 

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Dr. Brush disclaim beneficial ownership of the shares held by Frazier Public Fund except to the extent of their pecuniary interests in such shares, if any. FHMLSP Overage, L.P. is the general partner of Frazier Public Overage Fund, and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Dr. Cha, Dr. Topper, Mr. Heron and Dr. Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Public Overage Fund. Dr. Cha, Dr. Topper, Mr. Heron and Dr. Brush disclaim beneficial ownership of the shares held by Frazier Public Overage Fund except to the extent of their pecuniary interests in such shares, if any. FHMLS X, L.P. is the general partner of Frazier X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Mr. Heron and Dr. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier X. Dr. Topper and Mr. Heron disclaim beneficial ownership of the shares held by Frazier X except to the extent of their pecuniary interests in such shares, if any. FHMLS XI, L.P. is the general partner of Frazier XI and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Mr. Heron, Dr. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier XI. Dr. Topper, Mr. Heron and Mr. Estes disclaim beneficial ownership of the shares held by Frazier XI except to the extent of their pecuniary interests in such shares, if any. FHMLS XII, L.P. is the general partner of Frazier XII, and FHMLS XII, L.L.C. is the general partner of FHMLS XII, L.P. Mr. Heron, Dr. Topper and Daniel Estes are the members of FHMLS XII, L.L.C. and therefore share voting and investment power over the shares held by Frazier XII. Dr. Topper, Mr. Heron and Mr. Estes disclaim beneficial ownership of the shares held by Frazier XII except to the extent of their pecuniary interests in such shares, if any. The principal business address of the above referenced entities and persons is 1001 Page Mill Rd., Building 4, Ste. B, Palo Alto, CA 94304.

(3)

Consists of (a) (i) 2,041,481 shares of Common Stock held by Janus Henderson Biotech Innovation Master Fund Limited, or Janus Master Fund, prior to the Private Placement, (ii) 2,995,891 shares of Common Stock purchased in the Private Placement and (iii) 3,828,341 shares of Common Stock issuable upon exercise of Warrants purchased by Janus Master Fund in the Private Placement and (b) (i) 294,217 shares of Common Stock held by Janus Henderson Biotech Innovation Master Fund II Limited, or Janus Master Fund II (and, together with Janus Master Fund, the Janus Funds), prior to the Private Placement, (ii) 430,883 shares of Common Stock purchased by Janus Master Fund II in the Private Placement and (iii) 550,609 shares of Common Stock issuable upon exercise of Warrants purchased by Janus Master Fund II in the Private Placement. The Warrants held by the Janus Funds prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of the Janus Funds, their affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 14.99%. These shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC, or Janus, an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Janus Funds and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Janus Funds. Under the terms of its management contract with the Janus Funds, Janus has overall responsibility for directing the investments of the Janus Funds in accordance with the Janus Fund’s investment objective, policies and limitations. The Janus Funds have one or more portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the shares of Common Stock offered hereby. The portfolio managers for the Janus Funds are Andrew Acker, Daniel S. Lyons and Agustin Mohedas. The address for Janus and the Janus Funds is 151 Detroit Street, Denver, CO 80206.

(4)

Consists of (a) (i) 125,099 shares of Common Stock held by ADAR1 Partners, LP, or ADAR1, prior to the Private Placement, (ii) 1,491,760 shares of Common Stock purchased by ADAR1 in the Private Placement, (iii) 745,880 shares of Common Stock issuable upon exercise of Warrants purchased by ADAR1 in the Private Placement and (iv) 20,010 shares of Common Stock purchased by ADAR1 after the closing of the Private Placement and (b) (i) 242,844 shares of Common Stock purchased by Spearhead Insurance Solutions IDF, LLC—Series ADAR1, or Spearhead Insurance, in the Private Placement and (ii) 121,422 shares of Common Stock issuable upon exercise of Warrants purchased by Spearhead Insurance in the Private Placement. The Warrants held by ADAR1 and Spearhead Insurance prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of ADAR1, Spearhead Insurance, their affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 4.99%. The

 

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investment manager of ADAR1 and the sub-adviser of Spearhead Insurance is ADAR1 Capital Management, LLC. The general partner of ADAR1 is ADAR1 Capital Management GP, LLC. The manager of ADAR1 Capital Management GP, LLC is Daniel Schneeberger. Mr. Schneeberger may be deemed to have shared voting and investment power of the securities held by ADAR1 and Spearhead Insurance and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The address of Spearhead Insurance is c/o Spearhead Insurance Solutions IDF, LLC - Series ADAR1, 3828 Kennett Pike, Ste 202, Greenville, DE 19807. The address of ADAR1 is c/o ADAR1 Capital Management, LLC, 3503 Wild Cherry Drive, Building 9, Austin, TX 78738.

(5)

Consists of (i) 1,650,099 shares of Common Stock held by Affinity Healthcare Fund, LP, or Affinity, prior to the Private Placement, (ii) 1,734,604 shares of Common Stock purchased by Affinity in the Private Placement and (iii) 867,302 shares of Common Stock issuable upon exercise of Warrants purchased by Affinity in the Private Placement. The Warrants held by Affinity prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of Affinity, its affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 9.99%. Affinity Asset Advisors, LLC, or Affinity Advisor, is the investment manager of Affinity and exercises investment discretion with regard to the shares of Common Stock owned by Affinity. Affinity and Affinity Advisor have the shared power to vote or to direct the vote and to dispose or direct the disposition of such shares of Common Stock owned by Affinity. Affinity Advisor may be deemed to be the beneficial owner of such shares of Common Stock owned by Affinity by virtue of its position as investment manager of Affinity. The address of Affinity is 450 Park Avenue, Suite 1403, New York, NY 10022.

(6)

Consists of (i) 867,302 shares of Common Stock purchased by Ally Bridge MedAlpha Master Fund L.P., or MedAlpha, in the Private Placement and (ii) 1,734,604 shares of Common Stock issuable upon exercise of Warrants purchased by MedAlpha in the Private Placement. The Warrants held by MedAlpha prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of MedAlpha, its affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 4.99%. Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages investments of MedAlpha. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held by MedAlpha. Each of them disclaims any such beneficial ownership. The address of MedAlpha is c/o Ally Bridge Group (NY) LLC, 430 Park Avenue, 12th Floor, New York, NY 10022.

(7)

Consists of (i) 462,656 shares of Common Stock held by Citadel CEMF Investments Ltd., or Citadel CEMF, prior to the Private Placement, (ii) 884,604 shares of Common Stock purchased by Citadel CEMF in the Private Placement, (iii) 867,302 shares of Common Stock issuable upon exercise of Common Warrants purchased by Citadel CEMF in the Private Placement and (iv) 850,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants purchased by Citadel CEMF in the Private Placement. The Warrants held by Citadel CEMF prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of Citadel CEMF, its affiliates and any person whose beneficial ownership would be attributable to such entities would exceed 9.99%. Citadel Advisors LLC is the portfolio manager of Citadel CEMF. Citadel Advisors Holdings LP, or CAH, is the sole member of Citadel Advisors LLC. Citadel GP LLC, or CGP, is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or to direct the disposition over, the securities held by Citadel CEMF. This disclosure is not and shall not be construed as an admission that Mr. Griffin or any of the Citadel CEMF related entities listed above is the beneficial owner of any securities of the Company other than the securities actually owned by such person (if any). The address of Citadel CEMF is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, FL 33131.

(8)

Consists of (i) 1,734,604 shares of Common Stock purchased by Coastlands Capital Partners LP, or Coastlands Capital, in the Private Placement, (ii) 867,302 shares of Common Stock issuable upon exercise of Warrants purchased by Coastlands Capital in the Private Placement and (iii) 200,000 shares of Common Stock purchased by Coastlands Capital after the closing of the Private Placement. The Warrants held by Coastlands Capital prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of Coastlands Capital, its affiliates and any person whose beneficial ownership would be

 

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attributable to such entities, would exceed 4.99%. Coastlands Capital is a Delaware limited partnership. Coastlands Capital LP, a Delaware Limited Partnership, is the investment adviser to Coastlands Capital and Coastlands Capital GP LLC, a Delaware limited liability company, or the General Partner, is the general partner of Coastlands Capital. Coastlands Capital LLC, a Delaware limited liability company, or Coastlands GP, is the general partner of Coastlands Capital LP. Matthew D. Perry is the control person of Coastlands Capital LP, Coastlands GP and the General Partner. The foregoing person each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person’s pecuniary interest therein. The address of the foregoing entities is 601 California St., Suite 1210, San Francisco, CA 94108.

(9)

Consists of (a) (i) 751,630 shares of Common Stock held by Vestal Point Master Fund L.P., or Vestal Point Master Fund, prior to the Private Placement, (ii) 872,542 shares of Common Stock purchased by Vestal Point Master Fund in the Private Placement and (iii) 436,271 shares of Common Stock issuable upon exercise of Warrants purchased by Vestal Point Master Fund in the Private Placement and (b) (i) 741,927 shares of Common Stock held by an account separately managed by Vestal Point Capital, LP, or Vestal Point Capital, prior to the Private Placement, (ii) 862,062 shares of Common Stock purchased by the account separately managed by Vestal Point Capital in the Private Placement and (iii) 431,031 shares of Common Stock issuable upon exercise of Warrants purchased by the account separately managed by Vestal Point Capital in the Private Placement. The Warrants held by the entities affiliated with Vestal Point Capital prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of such entities, their affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 9.99%. The sole general partner of Vestal Point Master Fund, LP is Vestal Point Partners GP, LLC. The managing member of Vestal Point Partners GP, LLC is Ryan Wilder. The sole general partner of Vestal Point Capital, LP is Vestal Point Capital, LLC. The managing member of Vestal Point Capital, LLC is Mr. Wilder. As a result, Mr. Wilder may be deemed to have voting and investment power over the securities held by Vestal Point Master Fund, LP and the account separately managed by Vestal Point Capital, LP. Mr. Wilder disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The address of the foregoing entities and Mr. Wilder is c/o Vestal Point Capital, LP, 632 Broadway, Suite 602, New York, NY 10012.

(10)

Consists of (i) 857,558 shares of Common Stock held by Woodline Master Fund L.P., or Woodline, prior to the Private Placement, (ii) 1,734,604 shares of Common Stock purchased by Woodline in the Private Placement and (iii) 867,302 shares of Common Stock issuable upon exercise of Warrants purchased by Woodline in the Private Placement. The Warrants held by Woodline prohibit the exercise thereof if, after giving effect to such exercise, the beneficial ownership of Woodline, its affiliates and any person whose beneficial ownership would be attributable to such entities, would exceed 4.99%. Woodline Partners LP, or Woodline Partners, serves as the investment manager of Woodline and may be deemed to be the beneficial owner of the shares. Woodline Partners disclaims any beneficial ownership of these shares. The address of the foregoing entities is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111.

Relationships with Selling Stockholders

As discussed in greater detail above in the section titled “Prospectus Summary—Private Placement,” on May 27, 2025, we entered into the Purchase Agreement and Registration Rights Agreement with the Selling Stockholders pursuant to which, on May 28, 2025, we sold the Outstanding Shares and the Warrants to the Selling Stockholders and agreed to file a registration statement to enable the resale of the Shares covered by this prospectus. None of the Selling Stockholders or any persons having control over such Selling Stockholders has held any position or office with us or our affiliates within the last three years or has had a material relationship with us or any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares or other securities.

 

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PLAN OF DISTRIBUTION

This prospectus relates to (i) the issuance by us of up to 20,840,394 Warrant Shares and (ii) the resale by the Selling Stockholders of up to 41,630,514 Shares, which consists of (a) 20,790,120 Outstanding Shares held by the Selling Stockholders, (b) 6,963,556 shares of Common Stock issuable upon the exercise of outstanding Pre-Funded Warrants held by certain Selling Stockholders, and (c) 13,876,838 shares of Common Stock issuable upon the exercise of outstanding Common Warrants held by the Selling Stockholders.

The Selling Stockholders may, from time to time, sell, transfer, distribute in kind for no consideration or otherwise dispose of any or all of their shares of our Common Stock or interests in shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The Selling Stockholders may use any one or more of the following methods when disposing of shares or interests therein:

 

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

•

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

 

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

•

an exchange distribution in accordance with the rules of the applicable exchange;

 

•

privately negotiated transactions;

 

•

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

 

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

•

broker-dealers may agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price per share;

 

•

through the distribution of the securities by any Selling Stockholder to its partners, members or stockholders;

 

•

by pledge to secured debts and other obligations or any transfer upon the foreclosure under such pledges;

 

•

directly to one or more purchasers;

 

•

through delayed delivery requirements;

 

•

a combination of any such methods of sale; and

 

•

any other method permitted by applicable law.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the Selling Stockholders for purposes of this prospectus.

 

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In connection with the sale of our Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the Selling Stockholders from the sale of the Common Stock offered by them will be the purchase price of the Common Stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. The Company will not receive any of the proceeds from this offering. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants.

The Selling Stockholders also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or another available exemption from the registration requirements of the Securities Act.

The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act (it being understood that the Selling Stockholders shall not be deemed to be underwriters solely as a result of their participation in this offering). Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply to sales of shares in the market and to the activities of the Selling Stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the Selling Stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the Shares offered by this prospectus.

 

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We have agreed with the Selling Stockholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until the earlier of (1) such time as all of the Shares covered by the registration statement of which this prospectus forms a part have been disposed of pursuant to and in accordance with such registration statement, (2) the date that all the Shares covered by the registration statement of which this prospectus forms a part cease to be Registrable Securities (as defined in the Registration Rights Agreement) and (3) five years from the date of effectiveness of the registration statement of which this prospectus forms a part.

 

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LEGAL MATTERS

The validity of the shares of our Common Stock offered hereby is being passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, New York, New York.

EXPERTS

The financial statements of Lexeo Therapeutics, Inc. as of December 31, 2024 and 2023, and for the years then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information about issuers, like us, that file electronically with the SEC. We also maintain a website at www.lexeotx.com. We make available, free of charge, on our investor relations website at ir.lexeotx.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. Information contained on our website is not a part of or incorporated by reference in this prospectus and the inclusion of our website and investor relations website addresses in this prospectus is an inactive textual reference only.

This prospectus and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and the securities that we are offering. Forms of any documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (File No. 001-41855):

 

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 24, 2025;

 

•

our definitive Proxy Statement on  Schedule 14A, filed with the SEC on April 28, 2025, as supplemented by the additional definitive proxy soliciting materials filed with the SEC on June  5, 2025 (excluding those portions that are not incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024);

 

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May  12, 2025, as amended by our Quarterly Report on Form 10-Q/A, filed with the SEC on May 15, 2025;

 

•

our Current Reports on Form 8-K filed with the SEC on January 13, 2025, April  7, 2025 and May 27, 2025 (in each case to the extent the information included in such reports is filed and not furnished); and

 

•

the description of our Common Stock contained in the Registration Statement on Form 8-A relating thereto, filed with the SEC on November  1, 2023, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 of our Annual Report on Form 10-K for the year ended December 31, 2024.

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such registration

 

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statement and all documents that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference in this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to Lexeo Therapeutics, Inc., Attn: Corporate Secretary, 345 Park Avenue South, Floor 6, New York, New York 10010; telephone: (212)-547-9879.

You also may access these filings on our website at ir.lexeotx.com. We do not incorporate the information on our website into this prospectus or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus). The inclusion of our website address is an inactive textual reference only.

 

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41,630,514 Shares of Common Stock

 

 

 

 

PROSPECTUS

 

 

, 2025

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by us in connection with the issuance and distribution of the securities being registered by this registration statement. All amounts shown are estimates except for the SEC registration fee.

We will bear all costs, expenses and fees in connection with the registration of the securities. Selling Stockholders, however, will bear all brokers and underwriting commissions and discounts, if any, attributable to their sale of the securities.

 

		Amount to be Paid
SEC registration fee		$	23,932.99
Accounting fees and expenses			40,000
Legal fees and expenses			50,000
Financial printing and miscellaneous expenses			10,000
Total		$	123,932.99

Item 15. Indemnification of Directors and Officers

Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except where the director or officer breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request

 

II-1

of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

Our Bylaws provide that we must indemnify and advance expenses to our directors and officers to the full extent authorized by the DGCL.

We have entered into indemnification agreements with each of our directors and executive officers. Such agreements may require us, among other things, to advance expenses and otherwise indemnify our executive officers and directors against certain liabilities that may arise by reason of their status or service as executive officers or directors, to the fullest extent permitted by law.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of our Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Board pursuant to the applicable procedure outlined in our Bylaws.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the Board at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

We currently maintain and expect to continue to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 

II-2

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

 

				Incorporation by Reference
Exhibit Number		Exhibit Description		Form		File Number		Exhibit Number		Filing Date		Filed or Furnished Herewith
3.1		Amended and Restated Certificate of Incorporation (as amended and currently in effect)		8-K		001-41855		3.1		November 7, 2023
3.2		Amended and Restated Bylaws of the Registrant (as amended and currently in effect)		8-K		001-41855		3.2		November 7, 2023
4.1		Amended and Restated Investors’ Rights Agreement, dated August  10, 2021, by and among the Registrant and certain of its stockholders		S-1		333-274777		4.1		September 29, 2023
4.2		Form of Common Stock Certificate of the Registrant		S-1/A		333-274777		4.2		October 30, 2023
4.3		Form of Pre-Funded Warrant		8-K		001-41855		4.1		May 27, 2025
4.4		Form of Common Warrant		8-K		001-41855		4.2		May 27, 2025
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation										X
10.1		Form of Securities Purchase Agreement, dated May 27, 2025		8-K		001-41855		10.2		May 27, 2025
10.2		Form of Registration Rights Agreement, dated May 27, 2025		8-K		001-41855		10.1		May 27, 2025
23.1		Consent of KPMG LLP, independent registered public accounting firm of Lexeo Therapeutics, Inc.										X
23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1 hereto)										X
24.1		Power of Attorney (included in the signature page to this Registration Statement)										X
107		Filing Fee Table										X

(b) Financial Statement Schedules

All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the accompanying notes. The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

 

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Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) that, for the purpose of determining liability under the Securities Act to any purchaser:

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary

 

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offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 13, 2025.

LEXEO THERAPEUTICS, INC.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. Nolan Townsend, Kyle Rasbach and Jenny R. Robertson, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and registration statements with respect to the offering contemplated thereby filed pursuant to Rule 462(b) under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ R. Nolan Townsend R. Nolan Townsend		Chief Executive Officer and Director (Principal Executive Officer)		June 13, 2025
/s/ Kyle Rasbach Kyle Rasbach		Chief Financial Officer (Principal Financial and Accounting Officer)		June 13, 2025
/s/ Mette Kirstine Agger Mette Kirstine Agger		Director		June 13, 2025
/s/ Steven Altschuler, M.D. Steven Altschuler, M.D.		Chairperson of the Board of Directors		June 13, 2025
/s/ Paula HJ Cholmondeley Paula HJ Cholmondeley		Director		June 13, 2025
/s/ Brenda Cooperstone, M.D. Brenda Cooperstone, M.D.		Director		June 13, 2025
/s/ Reinaldo Diaz Reinaldo Diaz		Director		June 13, 2025
/s/ Tolga Tanguler Tolga Tanguler		Director		June 13, 2025
/s/ Tim Van Hauwermeiren Tim Van Hauwermeiren		Director		June 13, 2025

 

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