Latigo Biotherapeutics, Inc.

S-11 d38775ds1.htm S-1

As filed with the Securities and Exchange Commission on July 17, 2026.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

1300 Rancho Conejo Boulevard

Suite 305

Thousand Oaks, California 91320

**(805)716-2927 **

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

Nima Farzan

Chief Executive Officer

1300 Rancho Conejo Boulevard

Suite 305

Thousand Oaks, California 91320

**(805)716-2927 **

(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 is declared 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, as amended, 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, 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. We may not sell these securities 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 it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated July 17, 2026.

Shares

Common Stock

This is an initial public offering of shares of common stock of Latigo Biotherapeutics, Inc. We are offering** **shares of our common stock to be sold in this offering.

Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $ and $ per share. We have applied to list our common stock on The Nasdaq Global Select Market under the symbol “LTGO”.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in the common stock involves a high degree of risk. Please see the section titled “Risk Factors” beginning on page 17.

Neither the Securities and Exchange Commission nor 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.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional shares of our common stock.

At our request, the underwriters have reserved up to % of the shares of common stock offered hereby, for sale, at the initial public offering price, to our directors and officers and certain of our employees, business associates, investors and friends and family of our directors, officers, employees, business associates and investors. See the section titled “Underwriting—Directed Share Program” for additional information.

The underwriters expect to deliver the shares against payment in New York, New York on , 2026.

Prospectus dated , 2026