Inhibikase Therapeutics Inc

S-11 d827405ds1.htm S-1

As filed with the Securities and Exchange Commission on April 19, 2024

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

**********UNDER

THE SECURITIES ACT OF 1933

INHIBIKASE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

3350 Riverwood Parkway SE, Suite 1900

Atlanta, GA 30339

**(678) 392-3419 **

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

Milton H. Werner, Ph.D.

President and Chief Executive Officer

Inhibikase Therapeutics, Inc.

3350 Riverwood Parkway SE, Suite 1900

Atlanta, GA 30339

**(678) 392-3419 **

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

Copies to:

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

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

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

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, anon-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.

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 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 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

INHIBIKASE THERAPEUTICS, INC.

Up to [ ] Shares of Common Stock and Accompanying Common Warrants to Purchase up to [ ] Shares of Common Stock

Up to [ ]Pre-Funded Warrants to Purchase up to [ ] Shares of Common Stock and Accompanying Common Warrants to Purchase up to [ ] Shares of Common Stock

Placement Agent Warrants to Purchase up to [ ] Shares of Common Stock

Shares of Common Stock Underlying the Common Warrants, Pre-Funded Warrants and Placement Agent Warrants

We are offering in a best-efforts offering up to [ ] shares of our common stock together with common warrants to purchase up to [ ] shares of our common stock (the “Common Warrants”) at an assumed combined public offering price of $[ ] per share and Common Warrant, which is equal to the last reported sale price per share of our common stock on The Nasdaq Capital Market on April [ ], 2024 (and the shares of common stock that are issuable from time to time upon exercise of the Common Warrants), pursuant to this prospectus. The shares of common stock and Common Warrants will be issued separately but must be purchased together and the Common Warrants will be issued to purchasers in the ratio of one to one per share of common stock. The Common Warrants will be exercisable beginning on the date of issuance (the “Initial Exercise Date”), at an exercise price of $[ ] per share and will expire on the five-year anniversary of the Initial Exercise Date.

We are also offering to those purchasers, if any, whose purchase of our common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of such purchasers, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing common stock, to purchasepre-funded warrants to purchase shares of our common stock, orpre-funded warrants. Eachpre-funded warrant will be exercisable for one share of our common stock (subject to adjustment as provided for therein) at any time at the option of the holder until suchpre-funded warrant is exercised in full, provided that the holder will be prohibited from exercisingpre-funded warrants for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than 4.99% (or at the election of such purchasers, 9.99%) of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to us. The purchase price of eachpre-funded warrant will equal the price per share at which shares of our common stock and accompanying warrants to purchase common stock are being sold to the public in this offering, minus $0.0001, and the exercise price of eachpre-funded warrant will equal $0.0001 per share of common stock. For eachpre-funded warrant purchased in this offering in lieu of common stock, we will reduce the number of shares of common stock we are offering by one. Pursuant to this prospectus, we are also offering the shares of common stock issuable upon the exercise of the Common Warrants, pre-funded warrants and placement agent warrants offered hereby.

Our common stock is listed on The Nasdaq Capital Market under the symbol “IKT.” On April [ ], 2024, the last reported sale price of our common stock on The Nasdaq Capital Market was $[ ] per share.

We have engaged Maxim Group LLC, (the “Placement Agent”), to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no minimum number of shares of common stock orpre-funded warrants or minimum aggregate amount of proceeds that is a condition of the closing of this offering. We will bear all costs associated with the offering. See “Plan of Distribution” on page 32 of this prospectus for more information regarding these arrangements.

The public offering price per share of common stock, together with the Common Warrant that accompanies common stock, will be determined between us, the Placement Agent and the investors in this offering at the time of pricing, and may be at a discount to the current market price. Therefore, the recent market price of $[ ] per share of common stock used throughout this prospectus may not be indicative of the actual public offering price for our common stock and the Common Warrants. There is no established public trading market for the Common Warrant or thepre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Common Warrants or thepre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the Common Warrants and thepre-funded warrants will be limited.

This offering will terminate on [ ], 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share of common stock (orpre-funded warrant) and accompanying warrant will be fixed for the duration of this offering.

We may sell fewer than all of the shares of common stock and Common Warrants offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby. We have not established an escrow account in conjunction with this offering. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.

Our business and investing in our securities involve a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

Delivery of the common stock, pre-funded warrants and Common Warrants is expected on or about [ ], 2024, subject to satisfaction of customary closing conditions.

Maxim Group LLC

The date of this Prospectus is , 2024.