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Parabilis Medicines (PBLS) files S-1 amendment to update key exhibits

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
S-1/A

Rhea-AI Filing Summary

Parabilis Medicines, Inc. filed Amendment No. 1 to its registration statement on Form S-1. The amendment is described as being filed solely to add and update certain exhibits, including equity incentive plans, a stock option and incentive plan, an employee stock purchase plan, key licensing and loan agreements, and executive and director compensation arrangements. The company states that the remainder of the registration statement is unchanged and has been omitted from this amendment.

Positive

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Registration Statement on Form S-1 regulatory
"This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-296032)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
Simple Agreement for Future Equity financial
"Simple Agreement for Future Equity, by and between the Registrant and Explore Investments LLC"
A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.
Indemnification Agreement regulatory
"Form of Indemnification Agreement, by and between the Registrant and its directors and executive officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Compensation Recovery Policy financial
"Compensation Recovery Policy."
Emerging growth company regulatory
"Smaller reporting company | | | Emerging growth company |"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
License and Collaboration Agreement financial
"License and Collaboration Agreement, by and between the Registrant and Regeneron Pharmaceuticals, Inc."
A license and collaboration agreement is a contract where one party gives another the legal right to use intellectual property (like a drug formula, technology or brand) and both parties agree to work together to develop, make or sell the resulting product. For investors it matters because the deal spells out who pays, who controls development, how future sales and profits are split, and how risks and costs are shared—so it directly affects a company’s potential revenue, expenses and value, like a partnership for building and selling a new product.
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As filed with the Securities and Exchange Commission on May 27, 2026.

Registration No. 333-296032

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

d

 

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Parabilis Medicines, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

2834

47-4505725

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

 

Parabilis Medicines, Inc.

30 Acorn Park Drive

Cambridge, MA 02140

(617) 945-9510

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

 

 

Mathai Mammen, M.D., Ph.D.

Chief Executive Officer

30 Acorn Park Drive

Cambridge, MA 02140

(617) 945-9510

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

 

 

Copies to:

 

Kingsley L. Taft

Gregg L. Katz

Alicia M. Tschirhart

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

Teresa Jurgensen

General Counsel

Parabilis Medicines, Inc.

30 Acorn Park Drive

Cambridge, MA 02140

(617) 945-9510

Brian K. Rosenzweig

Alicia Zhang

Charles A. Dobb

Covington & Burling LLP

30 Hudson Yards

New York, NY 10001

(212) 841-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes 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, a non-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.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

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.

 

 

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-296032) is being filed solely for the purpose of filing certain exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 


Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

 1.1*

 

Form of Underwriting Agreement.

 

 

 

 3.1**

 

Sixth Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

 

 

 

 3.2*

 

Form of Seventh Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the closing of this offering.

 

 

 

 3.3**

 

Bylaws, as currently in effect.

 

 

 

 3.4

 

Form of Amended and Restated Bylaws, to be in effect as of the effectiveness of the registration statement of which this prospectus forms a part.

 

 

 

 4.1

 

Specimen Common Stock Certificate.

 

 

 

 4.2**+

 

Sixth Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated as of January 6, 2026.

 

 

 

 4.3**

 

Warrant to Purchase Stock, by and between the Registrant and Silicon Valley Bank, dated September 21, 2021, as amended by Amendment No. 1 to Warrant to Purchase Stock dated April 12, 2022.

 

 

 

 4.4**

 

Simple Agreement for Future Equity, by and between the Registrant and Explore Investments LLC, dated March 27, 2026.

 

 

 

 5.1*

 

Opinion of Goodwin Procter LLP.

 

 

 

10.1**#

 

2016 Employee, Director and Consultant Equity Incentive Plan, as amended, and forms of award agreements thereunder.

 

 

 

10.2**#

 

2026 Stock Option and Grant Plan and forms of award agreements thereunder.

 

 

 

10.3#

 

Parabilis Medicines, Inc. 2026 Stock Option and Incentive Plan and forms of award agreements thereunder.

 

 

 

10.4#

 

Parabilis Medicines, Inc. 2026 Employee Stock Purchase Plan.

 

 

 

10.5#

 

Form of Indemnification Agreement, by and between the Registrant and its directors and executive officers.

 

 

 

10.6#

 

Senior Executive Cash Incentive Bonus Plan.

 

 

 

10.7#

 

Non-Employee Director Compensation Policy.

 

 

 

10.8*#

 

Form of Executive Offer Letter.

 

 

 

10.9**†

 

License Agreement, by and between the Registrant and the President and Fellows of Harvard College, dated August 30, 2017, as amended by Amendment No. 1 to License Agreement dated January 12, 2018, as further amended by Amendment No. 2 to License Agreement dated June 20, 2019 and as further amended by Amendment No. 3 to License Agreement dated July 16, 2020.

 

 

 

10.10**+

 

Loan and Security Agreement, by and between the Registrant and Silicon Valley Bank, dated September 21, 2021, as amended by First Amendment to Loan and Security Agreement, dated April 12, 2022, as further amended by Second Amendment to Loan and Security Agreement dated November 30, 2022, as further amended by Waiver and Third Amendment to Loan and Security Agreement, dated April 25, 2023 and as further amended by Fourth Amendment to Loan and Security Agreement dated November 22, 2024.

 

 

 

10.11**+

 

Lease, by and between the Registrant and 400 Discovery Park, LLC, dated April 22, 2019, as amended by First Amendment of Lease dated December 21, 2019 and Second Amendment of Lease, Confirmation of Terms and Reconciliation dated June 18, 2020.

 

 

 

10.12†

 

License and Collaboration Agreement, by and between the Registrant and Regeneron Pharmaceuticals, Inc. dated May 15, 2026.

 

 

 

10.13#

 

Executive Severance Plan.

 

 

 

10.14#

 

Compensation Recovery Policy.

 

 

 

21.1**

 

Subsidiaries of Registrant.

 

 

 

23.1**

 

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

 

 

 

23.2*

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1).

 

 

 

24.1**

 

Power of Attorney (included on signature page).

 

 

 

107**

 

Filing Fee Table.

 


* To be filed by amendment.

** Previously filed.

# Indicates a management contract or any compensatory plan, contract or arrangement.

† Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

+ Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601(a)(5) and (6) of Regulation S-K. The registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on the 27th of May, 2026.

 

PARABILIS MEDICINES, INC.

 

 

By:

/s/Mathai Mammen

 

Name: Mathai Mammen, M.D., Ph.D.

 

Title: Chairman, Chief Executive Officer and President

 


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

 

Signature

 

Title

 

Date

 

 

 

 

/s/Mathai Mammen

 

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

 

May 27, 2026

Mathai Mammen, M.D., Ph.D.

 

 

 

 

 

 

/s/Thomas Kotarakos

 

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

May 27, 2026

Thomas Kotarakos

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Alexis Borisy

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Edward Fitzgerald

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Rick Klausner, M.D.

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Alan Sebulsky

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Jake Simson, Ph.D.

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Barbara Weber, M.D.

 

 

 

 

 

 

 

*

 

Director

 

May 27, 2026

Krishna Yeshwant, M.D.

 

 

 

 

 

 

By

/s/ Mathai Mammen

Name:

Mathai Mammen, M.D., Ph.D.

Title:

Attorney-in-Fact


FAQ

What is Parabilis Medicines (PBLS) filing in this S-1/A amendment?

Parabilis Medicines filed Amendment No. 1 to its Form S-1 registration statement. The amendment is limited to adding and updating specific exhibits, while leaving the substantive disclosure in the underlying registration statement unchanged and therefore omitted from this amendment.

Why did Parabilis Medicines (PBLS) file Amendment No. 1 to its Form S-1?

The company states the amendment is filed solely to include certain exhibits. These cover corporate charter and bylaws forms, investor rights, equity and incentive plans, key agreements, and required consents, without altering the rest of the registration statement’s disclosure sections.

What key agreements are listed as exhibits in Parabilis Medicines (PBLS) S-1/A?

Exhibits include an investors’ rights agreement, a warrant with Silicon Valley Bank, a Simple Agreement for Future Equity, loan and security agreements, facility lease documents, and license and collaboration agreements with Harvard and Regeneron Pharmaceuticals, Inc., among others noted in the exhibit table.

What compensation and incentive plans are included as exhibits for Parabilis Medicines (PBLS)?

The exhibit list includes a 2016 equity incentive plan, a 2026 stock option and grant plan, a 2026 stock option and incentive plan, an employee stock purchase plan, a senior executive cash incentive bonus plan, a non-employee director compensation policy, an executive severance plan, and a compensation recovery policy.

Who signed Parabilis Medicines (PBLS) Amendment No. 1 to the Form S-1?

The registration statement was signed on behalf of Parabilis Medicines by Mathai Mammen, M.D., Ph.D., as Chairman, Chief Executive Officer and President, and also lists signatures from the Chief Financial Officer and multiple directors, with Mathai Mammen acting as attorney-in-fact for certain signatories.