As filed with the Securities and Exchange Commission on July 30, 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
Apnimed, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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2834 |
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82-1910611 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
Apnimed, Inc.
39 John F. Kennedy Street, 4th Floor
Cambridge, MA 02138
(617) 500-8880
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kevin R. Lind
Chief Executive Officer
39 John F. Kennedy Street, 4th Floor
Cambridge, MA 02138
(617) 500-8880
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Rachael Bushey Justin Platt Goodwin Procter LLP 3025 John F Kennedy Blvd, Philadelphia, PA 19104 (445) 207-7800 |
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Ilir Mujalovic Harald Halbhuber Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2043 |
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. ☒ (333-297377)
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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
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 Apnimed, Inc. (the “Registrant”) by 2,300,000 shares, 300,000 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. 333-297377), 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 July 30, 2026, 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
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Previously included on the signature page to the Prior Registration Statement, originally filed with the Securities and Exchange Commission on July 10, 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 the City of Cambridge, Commonwealth of Massachusetts on the 30th day of July, 2026.
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Apnimed, Inc. |
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By: |
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/s/ Kevin R. Lind |
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Kevin R. Lind |
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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.
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Signature |
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Title |
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/s/ Kevin R. Lind Kevin R. Lind |
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Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Michael Kelly Michael Kelly |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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* Paul Sekhri |
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Director, Board Chair |
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* Lawrence G. Miller, M.D. |
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Director, Vice Chair |
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* Chris Dimitropoulos |
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Director |
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* Paul Fonteyne |
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Director |
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* Gary Sender |
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Director |
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* William (BJ) Jones, Jr. |
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Director |
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*By: |
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/s/ Kevin R. Lind |
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Kevin R. Lind |
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Attorney-in-Fact |