Kiora Pharmaceuticals Inc. 美股招股说明书（2026年5月28日版）

11,797,088 Shares of Common Stock This prospectus relates to the possible resale, from time to time, by the selling stockholders identified in this prospectus ofup to (i) 438,471 shares of our common stock, par value $0.01 per share (the “Common Stock”), initially issued in a privateplacement on April 6, 2026 (the “Private Placement”), (ii) 1,527,710 shares of Common Stock underlying pre-fundedwarrants issued in the Private Placement, (iii) 7,864,726 shares of Common Stock underlying Tranche A-1 common stock The selling stockholders may offer the shares from time to time as each selling stockholder may determine through publicor private transactions or through other means described in the section entitled “Plan of Distribution” or a supplement tothis prospectus. Each selling stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as The registration of these shares does not necessarily mean that any holders will sell any of their shares or exercise theirwarrants. We are not offering for sale any shares of our Common Stock pursuant to this prospectus. We will not receive Our Common Stock is listed on The Nasdaq Capital Market under the symbol “KPRX.” On May 21, 2026, the closing pricefor our Common Stock, as reported on The Nasdaq Capital Market, was $2.68 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” contained in this prospectus beginning on page7, and under similarheadings in the other documents that are incorporated by reference into this prospectus. Neitherthe Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this Prospectus isMay 22, 2026. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the“SEC”) pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise disposeof the securities covered by this prospectus. You should not assume that the information contained in this prospectus isaccurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we haveincorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even Neither we nor the selling stockholders have authorized any dealer, salesman or other person to give any information or tomake any representation other than those contained or incorporated by reference in this prospectus. You must not relyupon any information or representation not contained or incorporated by reference in this prospectus. This prospectusdoes not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibitto any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of theparties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such Wehave proprietary rights to trademarks used in this prospectus,including Kiora®.Solely for our convenience,trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but suchreferences are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicablelaw, our rights or the rights to these trademarks and trade names. We do not intend our use or display of other companies’ PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. Itmay not contain all of the information that is important to you. You should read the entireprospectus carefully, especially the discussion regarding the risks of investing in oursecuritiesunder the heading“Risk Factors,”before investing in our securities. All Overview Weare a clinical-stage pharmaceutical company developing and commercializingtherapies for the treatment of retinal diseases. Our pipeline consists of two different small KIO-301is a potential vision-restoring small molecule that acts as a“molecularphotoswitch” specifically created to restore vision in patients with inherited and age-related degenerative retinal diseases. KIO-301's clinical development is initially focusedon patients with later stages of vision loss due to retinitis pigmentosa (collectively On March 17, 2022, we were granted orphan drug designation (“ODD”) by the UnitedStates Food and Drug Administration (“FDA”) for the active pharmaceutical ingredient(“API”) in KIO-301. In July 2024, we were granted Orphan Medicinal Product Designationby t