As filed with the Securities and Exchange Commission on August 5, 2026.
Registration No. 333–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Braveheart Bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 99-2981994 | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||||||||||||
One Letterman Drive, Building A, Suite A4-300
San Francisco, CA 94129
(415) 707-6312
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Travis Murdoch
Chief Executive Officer
Braveheart Bio, Inc.
One Letterman Drive, Building A, Suite A4-300
San Francisco, CA 94129
(415) 707-6312
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kingsley L. Taft Gabriela Morales-Rivera Alicia Tschirhart Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | Paul Rickey Braveheart Bio, Inc. One Letterman Drive, Building A, Suite A4-300 San Francisco, CA 94129 | 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 the effective date of this registration statement.
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. ☒ 333-297456
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 Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Braveheart Bio, Inc. (the “Registrant”) by 2,875,000 shares, 375,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-297456), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on August 5, 2026, including all exhibits thereto (the “Prior Registration Statement”), are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represents no more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as Exhibit 107 of the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
Exhibit No. | Exhibit Index | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1* | ||||||||
| 107 | ||||||||
__________________
*Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-297456), originally filed with the Securities and Exchange Commission on July 15, 2026 and incorporated by reference herein.
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 San Francisco, California, on the 5th day of August, 2026.
| BRAVEHEART BIO, INC. | |||||
| By: | /s/ Travis Murdoch | ||||
| Name: | Travis Murdoch, M.D. | ||||
| Title: | Chief Executive Officer and President | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Travis Murdoch | President, Chief Executive Officer and Director (Principal Executive Officer) | August 5, 2026 | ||||||||||||
| Travis Murdoch, M.D. | ||||||||||||||
| /s/ J. Paul Rickey | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | August 5, 2026 | ||||||||||||
| J. Paul Rickey | ||||||||||||||
| * | Chairman of the Board of Directors | August 5, 2026 | ||||||||||||
| Christopher Viehbacher | ||||||||||||||
| * | Director | August 5, 2026 | ||||||||||||
| Jasper Bos, Ph.D. | ||||||||||||||
| * | Director | August 5, 2026 | ||||||||||||
| Erez Chimovits, M.B.A., M.Sc. | ||||||||||||||
| * | Director | August 5, 2026 | ||||||||||||
| Jason Coloma, Ph.D., M.B.A. | ||||||||||||||
| * | Director | August 5, 2026 | ||||||||||||
| Tim Lohoff, Ph.D. | ||||||||||||||
| * | Director | August 5, 2026 | ||||||||||||
| David C. Lubner | ||||||||||||||
| * | Director | August 5, 2026 | ||||||||||||
| David Malek, M.B.A. | ||||||||||||||
| * By: | /s/ Travis Murdoch | ||||
| Travis Murdoch | |||||
Attorney-in-Fact | |||||
|
Calculation of Filing Fee Tables |
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| Table 1: Newly Registered and Carry Forward Securities |
|---|
|
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
|
|
1 |
|
|
|
|
$
|
$
|
|
$
|
||||
| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
|
Total Offering Amounts: |
$
|
$
|
|||||||||||
|
Total Fees Previously Paid: |
$
|
||||||||||||
|
Total Fee Offsets: |
$
|
||||||||||||
|
Net Fee Due: |
$
|
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|
Offering Note |
|
1 |
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|
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses |
|---|
|
Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date |
|
|---|---|---|---|---|---|---|---|
Exhibit 5.1
August 5, 2026
Braveheart Bio, Inc.
One Letterman Drive, Building A, Suite A4-300
San Francisco, CA 94129
Re: Securities Registered under Registration Statement on Form S-1
We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-297456) (as amended or supplemented, the “Initial Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is being furnished to you in connection with your filing of the 462(b) Registration Statement relating to the registration of the offering by Braveheart Bio, Inc., a Delaware corporation (the “Company”), of up to 2,875,000 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share, including Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | ||||||||||||||
/s/ Goodwin Procter LLP | ||||||||||||||
GOODWIN PROCTER LLP | ||||||||||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated April 29, 2026 (except for the effects of the reverse stock split described in Note 12, as to which the date is July 29, 2026), with respect to the financial statements of Braveheart Bio, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-297456) and related Prospectus of Braveheart Bio, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP
San Mateo, California
August 5, 2026