Latigo Biotherapeutics prices IPO of 19,200,000 shares at $18.00

Latigo Biotherapeutics, Inc. priced its initial public offering of 19,200,000 shares of common stock at $18.00 per share, according to a Form 424B4 prospectus dated August 6, 2026 and filed on August 7, 2026. The offering totals $345,600,000 before underwriting discounts and commissions. The company's shares have been approved for listing on The Nasdaq Global Select Market under the symbol LTGO.

What the company keeps

Underwriting discounts and commissions are $1.26 per share, or $24,192,000 in total. That leaves proceeds to the company of $16.74 per share, or $321,408,000 before expenses. The prospectus estimates net proceeds of approximately $315.7 million after expenses, or approximately $363.9 million if the underwriters exercise their option in full.

The underwriters hold a 30-day option to buy up to 2,880,000 more shares. At the company's request, up to 3.0% of the offered shares are reserved at the offering price for directors, officers, certain employees, business associates, investors and friends and family. Goldman Sachs & Co. LLC and its affiliates make those sales at the company's direction through a directed share program.

Underwriters and the going-concern doubt

The cover names Goldman Sachs & Co. LLC, Jefferies, Leerink Partners and Guggenheim Securities as underwriters, without setting out their roles. The prospectus cover names no counsel.

The company says it has concluded there is substantial doubt about its ability to continue as a going concern, and that the auditors' report on its 2025 financial statements carried a going-concern paragraph. Net losses were approximately $61.2 million in 2024 and $109.2 million in 2025. The accumulated deficit was approximately $266.1 million at March 31, 2026, when cash and cash equivalents were $42.2 million. A preliminary, unaudited figure of approximately $54.8 million for June 30, 2026 has not been audited by PricewaterhouseCoopers LLP, and the company says it may differ materially from the closed statements.

The company estimates that its existing cash and the net proceeds will fund projected operating expenses and capital spending through the end of 2028. It says that estimate rests on assumptions that may prove to be wrong, and that it could use its capital sooner than expected.

The lead drug and its trial record

Latigo's lead candidate, LTG-001, is an oral Nav1.8 inhibitor for moderate to severe acute pain, meant to be taken as needed for up to 30 days. Its main efficacy trial is a single abdominoplasty study of 343 patients. LTG-001 met the primary endpoint, summed pain intensity difference over 48 hours against placebo, with a 62.1-point result at the high dose. Over the same 48 hours, 52.3% of high-dose patients stayed opioid-free, against 22.1% on placebo. The company says the drug was generally well tolerated in that trial.

The company says the abdominoplasty trial may count as one of the two pivotal trials the FDA requires. It still plans a placebo-controlled bunionectomy Phase 3 trial and an open-label Phase 3 safety trial, with topline results expected in the second half of 2027. It anticipates a new drug application only after those results and its other planned studies.

The filing names suzetrigine (Journavx), approved by the FDA in January 2025, as the first Nav1.8 inhibitor and the precedent for the class. Latigo calls suzetrigine a safer non-opioid alternative but says its efficacy, slow onset and contraindications may limit uptake.

Dilution and conversions

The prospectus reflects a one-for-6.42441 reverse stock split effected on July 28, 2026. At the closing, all convertible preferred stock converts into an aggregate of 41,155,082 shares of common stock, and $35.0 million of convertible notes issued in June 2026 convert into 1,957,755 shares at the $18.00 price. The prospectus puts the dilution to new investors at approximately $11.89 per share in pro forma net tangible book value. Pro forma as adjusted net tangible book value after the offering would be $6.11 per share.

Use of proceeds

The company intends to use the net proceeds, with existing cash, to take LTG-001 through its bunionectomy Phase 3 and safety topline results and into a new drug application. It also plans to take LTG-321 through Phase 2 osteoarthritis topline results and into Phase 3, and to fund other research, including LTG-418.

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