First Tracks Biotherapeutics, Inc.

As filed with the Securities and Exchange Commission on October 2

, 2026.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

San Diego,

CA

(858)

362-6295

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

Daniel Faga

President and Chief Executive Officer

San Diego,

CA

(858)

362-6295

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Krishna Veeraraghavan, Esq.

Benjamin Goodchild, Esq.

Christodoulos Kaoutzanis, Esq.

Timothy Cruickshank, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212)

373-3000

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, 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, a

non-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. (Check one):

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. These securities may not be sold 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 jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 26, 2026

6,106,870 Shares of Common Stock

This prospectus relates to the sale by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 6,106,870 shares of common stock of First Tracks Biotherapeutics, Inc. (“First Tracks Biotherapeutics,” “we,” “us,” “our” or the “Company”) and, with respect to periods prior to the Spin-Off (as defined herein), the First Tracks Biotherapeutics Business (as defined herein), par value $0.001 per share (the “Resale Shares”). The Resale Shares were issued and sold by us to the Selling Stockholders in a private placement at a price of $32.75 per share, which closed on October 19, 2026 (the “Private Placement”). We will not receive proceeds from the sale of the Resale Shares. The Selling Stockholders may sell their Resale Shares at prevailing market prices or in privately negotiated transactions. We provide more information about how a Selling Stockholder may sell its Resale Shares in the section titled “Plan of Distribution” on page 128.

Our common stock is listed on The Nasdaq Stock Market LLC (the “Exchange”) under the symbol “TRAX.” On October 23, 2026, the closing price of our common stock as reported on the Exchange was $44.05 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws, and, as such, we may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.