Braveheart Bio Inc.

08/05/2026 | Press release | Distributed by Public on 08/05/2026 17:38

Additional Securities Registration Statement (Form S-1MEF)


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
Opinion of Goodwin Procter LLP.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*
107
Filing Fee Table
__________________
*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

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