CITY THERAPEUTICS, INC.

What the company does

City Therapeutics, Inc. is a clinical-stage biotechnology company developing next-generation RNA interference (RNAi) therapeutics designed to silence the expression of disease-relevant proteins. Founded in July 2023 and led by pioneers of RNAi including co-founder John Maraganore, the company is advancing a pipeline focused on indications with significant unmet medical need, including thromboembolic diseases, Stargardt disease, and anemia of chronic disease. Its lead product candidate, CITY-FXI, is an siRNA therapeutic targeting Factor XI that entered Phase 1 clinical trials in 2026.

Use of proceeds

The company estimates net proceeds of approximately $181.5 million (or approximately $209.4 million if the underwriters exercise their option in full) from the offering. It intends to use the proceeds, together with existing cash, to fund clinical development of CITY-FXI (approximately $30.0 million), CITY-RBP4 (approximately $20.0 million), and CITY-TFR2 (approximately $40.0 million), to advance the City Platform (approximately $70.0 million), and the remainder for working capital and other general corporate purposes.

Underwriters

Extracted from 424B4 0001104659-26-116636, filed Oct 16, 2026 and verified against that filing text.

Key risk factors

• Capital raising may cause dilution

  “Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.”

• Lack of analyst coverage

  “If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.”

• Principal stockholders retain significant control

  “Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.”

• Anti-takeover provisions

  “Provisions in our amended and restated certificate of incorporation, which will become effective immediately prior to the closing of this offering, and amended and restated bylaws, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part, and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.”

• No cash dividends anticipated

  “Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.”

• Exclusive forum provisions

  “Our amended and restated bylaws which became effective upon the effectiveness of this registration statement of which this prospectus forms a part designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.”

• Participation by existing stockholders may reduce float

  “Participation in this offering by our existing stockholders and their affiliated entities may reduce the public float for our common stock.”