LB PHARMACEUTICALS INC

S-11 d115802ds1.htm S-1

As filed with the U.S. Securities and Exchange Commission on April 6, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LB Pharmaceuticals Inc

(Exact Name of Registrant as Specified in Its Charter)

LB Pharmaceuticals Inc

One Pennsylvania Plaza, Suite 1025

New York, NY 10119

**Tel: (212)605-0300 **

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Heather Turner

Chief Executive Officer

One Pennsylvania Plaza, Suite 1025

New York, NY 10119

**Tel: (212)605-0300 **

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Divakar Gupta

Brandon Fenn

Marc Recht

Minkyu Park

Cooley LLP

55 Hudson Yards

New York, NY 10001

**Tel: (212)479-6000 **

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. ☐

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 in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is declared 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.

Subject to Completion, dated April 6, 2026

PROSPECTUS

Up to 4,778,491 Shares of Common Stock

This prospectus relates to the resale from time to time of up to (i) 4,723,678 shares of common stock, par value $0.0001 per share, of LB Pharmaceuticals Inc, or Common Stock, by certain selling stockholders with whom we have entered into a securities purchase agreement and registration rights agreement pursuant to a private placement in February 2026, including their pledgees, assignees, donees, transferees or their respective successors-in-interest, or the PIPE Selling Stockholders, which consist of 3,306,571 outstanding shares of our Common Stock held by the PIPE Selling Stockholders and 1,417,107 shares of our Common Stock issuable upon the exercise of outstandingpre-funded warrants to purchase shares of our Common Stock held by the PIPE Selling Stockholders and (ii) 54,813 shares of our Common Stock held by Maxim Partners LLC, or Maxim, which were issued to Maxim in March 2026 upon exercise of warrants issued to Maxim in August 2023. The PIPE Selling Stockholders and Maxim are collectively referred to herein as the “Selling Stockholders”.

We will not receive any proceeds from the sale of the shares of the Common Stock covered by this prospectus, or the Shares, offered by this prospectus, except the exercise price of $0.0001 per share of any of thepre-funded warrants exercised for cash.

Sales of the Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Stockholders may sell the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the Shares, or both.

We are paying the cost of registering the Shares as well as various related expenses. The Selling Stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their Shares. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or dispose of their Shares.

Our Common Stock is traded on The Nasdaq Global Market under the symbol “LBRX.” On April 2, 2026, the last reported sale price of our Common Stock was $25.69 per share.

We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission rules and have elected to comply with certain reduced public company reporting requirements for this prospectus.

Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 8 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026