Hemab Therapeutics Holdings, Inc.

Item 2. Unregistered Sales of Equity Securities.

(a) Recent Sales of Unregistered Equity Securities

Equity Grants

On April 23, 2026, we granted stock options to purchase an aggregate of 306,900 shares of common stock, at an exercise price per share equal to the initial public offering price, effective upon the pricing of the IPO. These stock options become exercisable upon the schedule specified in the applicable option agreement.

The securities described above were issued pursuant to written compensatory plans or arrangements with our employees, directors, advisors, and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, or pursuant to Regulation S thereunder in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. All recipients either received adequate information about our company or had access, through employment or other relationships, to such information.

On May 1, 2026, we filed a registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock subject to outstanding options and warrants and all shares of our common stock otherwise issuable pursuant to our equity compensation plans.

Issuances of Common Stock upon Conversion of Preferred Stock

On May 4, 2026, in connection with the closing of our IPO, all of our outstanding shares of preferred stock were converted into an aggregate of 26,496,910 shares of common stock. The conversion of preferred stock into common stock occurred in accordance with the terms of our certificate of incorporation and did not constitute a sale for purposes of the Securities Act.

(b) Use of Proceeds from IPO

On May 4, 2026, we closed our IPO, pursuant to which we issued and sold 19,262,500 shares of our common stock, including 2,512,500 shares sold by us pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $18.00 per share for aggregate gross proceeds of approximately $346.7 million. We received aggregate net proceeds from the IPO of approximately $317.2 million, after deducting underwriting discounts and commissions and other offering expenses of $29.6 million payable by us. There has been no material change in our planned use of proceeds from the IPO as described in the final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on May 1, 2026.