Inhibikase Therapeutics Inc

S-11 d804510ds1.htm S-1

As filed with the Securities and Exchange Commission on June 18, 2024.

Registration No. 333-[●****]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM S-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

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:

Merrill M. Kraines

Todd Kornfeld

McDermott Will & Emery LLP

One Vanderbilt Avenue

New York, New York 10017-3852

**(212)547-5616 **

Approximate date of commencement of proposed sale to the public:

From time to time 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, 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, 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.

The information contained in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 18, 2024

4,761,904 shares of Common Stock

This prospectus relates to the resale from time to time, by the selling stockholder (the “Selling Stockholder”) identified in this prospectus under the caption “Selling Stockholder” of up to 4,761,904 shares of common stock, par value $0.001 per share (the “Common Stock”), of Inhibikase Therapeutics, Inc. (the “Company”), consisting of (i) up to 3,344,904 shares of Common Stock which the selling stockholder may acquire upon the exercise of certain outstanding warrants (the “Private Common Warrants”) and (ii) up to 1,417,000 shares of Common Stock which the Selling Stockholder may acquire upon the exercise of certain outstanding warrants (the “Inducement Warrants”).

We issued the Private Common Warrants to the Selling Stockholder in a private placement concurrent with a registered direct offering (the “Offering”) of 714,527 shares of Common Stock andpre-funded warrants (the“Pre-Funded Warrants”) to purchase 957,925 shares of Common Stock. We issued the Inducement Warrants to the Selling Stockholder in connection with the repricing of certain warrants issued by the Company to the Selling Stockholder on January 27, 2023 (the “Existing Warrants”) pursuant to a letter agreement (the “Inducement Letter”) by and between the Company and the Selling Stockholder, dated as of May 20, 2024, and in connection with the Selling Stockholder exercising certain Existing Warrants. Each Private Common Warrant and each Inducement Warrant has an exercise price of $1.68 per share of Common Stock and will become exercisable upon Stockholder Approval. “Stockholder Approval” means the approval required by the applicable rules and regulations of The Nasdaq Capital Market (“Nasdaq”) from the Company’s stockholders with respect to the issuance of shares of Common Stock underlying the Private Common Warrants and the Inducement Warrants. “Stockholder Approval Date” means the date that the Company notifies the Selling Stockholder that it has obtained Stockholder Approval. 1,672,452 of the Private Common Warrants will expire on the twelve-month anniversary of the Stockholder Approval Date (the “Series A Warrants”) and 1,672,452 of the Private Common Warrants will expire on the five-year anniversary of the Stockholder Approval Date (the “Series B Warrants”). 708,500 of the Inducement Warrants will expire on the twelve-month anniversary of the Stockholder Approval Date (the “Series C Warrants”) and 708,500 of the Inducement Warrants will expire on the five-year anniversary of the Stockholder Approval Date (“Series D Warrants”).

The closing of the issuance and sale of the Private Common Warrants, Common Stock, Pre-Funded Warrants and Inducement Warrants was consummated on May 22, 2024.

The Selling Stockholder and any of its pledgees, assignees andsuccessors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the Common Stock by the Selling Stockholder. However, we will receive the proceeds of cash exercises, if any, of the Private Common Warrants and Inducement Warrants. See “Use of Proceeds” beginning on page 14 and “Plan of Distribution” beginning on page 22 of this prospectus for more information.

Our Common Stock is listed on Nasdaq under the symbol “IKT.” On June 17, 2024, the last reported sale price of our Common Stock was $1.55 per share.

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

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus and under similar headings in the other documents that are incorporated by reference into 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 passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2024.