eXoZymes Inc 美股招股说明书（2026-05-29版）

Filed Pursuant to Rule 424(b)(5)Registration No. 333-292781 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement related tothese securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and Prospectus Supplement(to Prospectus dated January 23, 2026) eXoZymes Inc. ______ Shares of Common Stock_____ Common Stock Purchase Warrants We are offering ________ shares of our common stock, par value $0.000001 (the “common stock”) and ___________warrants to purchase up to ________ shares of our common stock (the “Warrants”) pursuant to this prospectus supplement and theaccompanying base prospectus. Each two shares of our common stock are being sold together with one Warrant to purchase one shareof our common stock. The shares of our common stock and Warrants are immediately separable and will be issued separately but will Each Warrant will be exercisable commencing immediately at an exercise price of $___________ [125% of public offeringprice per share in the offering] per share and will expire on the two year anniversary of the date of this offering. The Warrants may becalled for redemption, commencing the date of closing of this offering, provided that there is an effective registration statement for theresale of the shares of common stock underlying the Warrants. Subject to the foregoing condition, the Company may only call theWarrants for redemption, if and when a share of common stock trades at or greater than $[*____*] [200% of public offering price per We are also offering the shares of our common stock that are issuable from time to time upon exercise of the Warrants. Werefer to the shares of our common stock, the Warrants, and the shares of our common stock issued or issuable upon exercise of the Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “EXOZ”. On [*___*], 2026, the lastreported sale price of our common stock on The Nasdaq Capital Market was $[] per share. The Warrants will not be listed on any MDB Capital, the representative of the underwriters, is a wholly owned subsidiary of MDB Capital Holdings LLC (“MDBHoldings”). MDB Holdings is the largest holder of our common stock, beneficially holding 4,136,426 shares of our common stock,representing 47.79% of our common stock prior to this offering. Additionally, Christopher Marlett and Anthony DiGiandomenico are MDB Capital has a “conflict of interest” with the Company under Rule 5121 of the Financial Industry Regulatory Authority,Inc., or FINRA. Accordingly, Lucid Capital Markets, one of the underwriters of this offering will act as the “qualified independentunderwriter” within the meaning of FINRA Rule 5121 in connection with this offering. In its role as a qualified independentunderwriter, Lucid Capital Markets has participated in the preparation of this prospectus supplement and has exercised the usual We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012. As such, inthis prospectus supplement we have taken advantage of certain reduced disclosure obligations that apply to emerging growthcompanies regarding selected financial data and executive compensation arrangements. See “Prospectus Summary— Implications of As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates is $[*15,165,341*] based on 8,478,992 shares of outstanding common stock, of which 4,590,441 are held by affiliates, and a Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value greater than one-third of our public float in any 12-month period, so long as our public float remains below $75,000,000. During the prior 12-calendarmonth period that ends on and includes the date of this prospectus supplement, we have not offered or sold any shares of our common (1)We will reimburse the underwriters for their accountable expenses, not to exceed $100,000 and pay Lucid Capital Markets a fee of$175,000 for acting as the “qualified independent underwriter.” We also will issue to the underwriters warrants to purchase up to[*___*] shares of Common Stock ([*___*] shares of common stock if the over-allotment is exercised) having an exercise price of We have granted a 45-day option to the representative of the underwriters to purchase up to [*___*] additional shares ofcommon stock and up to _____ additional Warrants solely to cover over-allotments, if any, exercisable as a unit of two shares ofcommon stock and one Warrant. If the representative of the underwriters exercises the option in full, assuming the total maximum Investing in our securities involves a high degree of risk, including that the trading price of our common stock hasbeen subject to volatility. See “Risk Factors” beginning on page S-7ofthis prospectus supplement, page 4 of the acc