Lyntris Inc.

S-11 d23330ds1.htm S-1

As filed with the Securities and Exchange Commission on July 23, 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)

Brian Morrison

Chief Executive Officer

3130 Fairview Park Dr., Suite 230

Falls Church, VA 22042

**(571)463-5550 **

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

**With 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, 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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED , 2026 PRELIMINARY PROSPECTUS Shares Common Stock This is Lyntris Inc.’s initial public offering of our common stock (“common stock”). We are offering shares of common stock and the selling stockholders identified in this prospectus are offering an additional shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $ and $. We intend to apply to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “LYNX.” While Trive Capital (as defined below) is currently our largest stockholder and beneficial owner of approximately 68% of our outstanding common stock (through its vehicles Trive Capital Fund IV LP, Trive Capital Fund II LP, Trive Capital Fund II (Offshore) LP and Trive Capital Fund IV-A LP), Trive Capital will effectuate a pro rata distribution-in-kind substantially concurrently with this offering to its limited and general partners for no consideration, consisting of all shares of common stock held by such vehicles that are not sold in this offering (the “Trive LP Distribution”). Following the Trive LP Distribution, we will not be a “controlled company” within the meaning of the corporate governance standards of the NYSE and therefore will not rely on any controlled company exemptions from corporate governance requirements. See “Prospectus Summary—Our Relationship with Trive Capital.” We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our common stock involves risks. See “Risk Factors” beginning on page to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission (the “SEC”) 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. Per share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) Please see the section entitled “Underwriting” for a description of the compensation payable to the underwriters. We and the selling stockholders have granted the underwriters the right, for a period of 30 days from the date of this prospectus, to purchase up toadditional shares of common stock at the initial public offering price less underwriting discounts and commissions. The underwriters expect to deliver the shares against payment on or about, 2026. Citigroup Evercore ISI Guggenheim Securities Baird William Blair Prospectus dated , 2026