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Aspen Neuroscience ASPE

Aspen Neuroscience files S-1/A for IPO

Securities offering (amended)

Form
S-1/A
Filed
Importance
Routine
  1. Amendment No. 1 to Form S-1 filed
  2. No public market for common stock prior
  3. Offering price expected between $ and $ per share
  4. Listing on Nasdaq Global Select Market pending

Written from the S-1/A on EDGAR. Check the filing before you rely on it.

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What changed since the last draft

4 changes since the S-1 filed Oct 9, 2026

Compared with the S-1 0001193125-26-419104, filed Oct 9, 2026.

  1. Changed Risk factors

    Third-party claims of intellectual property infringement, misappropriation, or other violations against us…

    Adds "third-party"; drops "and patent applications".

    From the filings

    Before

    Third-party claims of intellectual property infringement, misappropriation, or other violations against us or our collaborators could be expensive and time consuming and may prevent or delay the development and commercialization of our product candidates. Our commercial success depends in part on our ability to avoid infringing, misappropriating, and otherwise violating the patents and other intellectual property rights of third parties. There is a substantial amount of complex litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference, derivation, and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. Numerous U.S. and foreign-issued patents and pending patent applications owned by third parties exist in the fields in which we plan to commercialize our product candidates and in which we are developing other proprietary technologies. As the biotechnology and pharmaceutical industries expand and more patents are issued, and as we gain greater visibility and market exposure as a public company, the risk increases that our product candidates and commercializing activities may give rise to claims of infringement of the patent rights of others. We cannot assure that our product candidates and other proprietary technologies we develop will not infringe existing or future patents owned by third parties. We may not be aware of patents that have already been issued for which a third party, such as a competitor in the fields in which we are developing our product candidates, might assert as infringed by us. It is also possible that patents owned by third parties of which we are aware, but which we do not believe we infringe or that we believe we have valid defenses to any claims of patent infringement, could be found to be infringed by us. It is not unusual that…

    Now

    Third-party claims of intellectual property infringement, misappropriation, or other violations against us or our collaborators could be expensive and time consuming and may prevent or delay the development and commercialization of our product candidates. Our commercial success depends in part on our ability to avoid infringing, misappropriating, and otherwise violating the patents and other intellectual property rights of third parties. There is a substantial amount of complex litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference, derivation, and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. Numerous U.S. and foreign-issued patents and pending patent applications owned by third parties exist in the fields in which we plan to commercialize our product candidates and in which we are developing other proprietary technologies. As the biotechnology and pharmaceutical industries expand and more patents are issued, and as we gain greater visibility and market exposure as a public company, the risk increases that our product candidates and commercializing activities may give rise to claims of infringement of the patent rights of others. We cannot assure that our product candidates and other proprietary technologies we develop will not infringe existing or future patents owned by third parties. We may not be aware of patents that have already been issued for which a third party, such as a competitor in the fields in which we are developing our product candidates, might assert as infringed by us. It is also possible that patents owned by third parties of which we are aware, but which we do not believe we infringe or that we believe we have valid defenses to any claims of patent infringement, could be found to be infringed by us. It is not unusual that…

  2. New Prospectus summary

    We are aware of third-party patents containing claims that may cover certain methods that we may use to…

    New paragraph in Prospectus summary.

    From the filings

    Now

    We are aware of third-party patents containing claims that may cover certain methods that we may use to manufacture sasineprocel. Assertion of these patents could result in significant costs and could adversely affect our ability to manufacture, develop or commercialize sasineprocel.

  3. Changed Prospectus summary

    The number of shares of our common stock to be outstanding after this offering is based on 194,712,305…

    Adds "194,712,305"; drops "188,558,695".

    From the filings

    Before

    The number of shares of our common stock to be outstanding after this offering is based on 188,558,695 shares of our common stock outstanding as of June 30, 2026 after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and excludes:

    Now

    The number of shares of our common stock to be outstanding after this offering is based on 194,712,305 shares of our common stock outstanding as of June 30, 2026 after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and (ii) the treatment as outstanding of 6,153,610 shares of common stock previously subject to full recourse promissory notes, which became outstanding upon the forgiveness of the related promissory notes in August 2026 (5,550,221 shares) and September 2026 (603,389 shares) (the Note Forgiveness). See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness. The number of shares outstanding excludes:

  4. New Prospectus summary

    See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for…

    New paragraph in Prospectus summary.

    From the filings

    Now

    See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 3 changes

As filed with the Securities and Exchange Commission on October 9, 22, 2026

Registration No. 333- 333-299393

35 unchanged paragraphs

Subject to Completion, Dated October 9, 22, 2026

25 unchanged paragraphs

Prospectus summary 8 changes

50 unchanged paragraphs

We are aware of third-party patents containing claims that may cover certain methods that we may use to manufacture sasineprocel. Assertion of these patents could result in significant costs and could adversely affect our ability to manufacture, develop or commercialize sasineprocel.

23 unchanged paragraphs

The number of shares of our common stock to be outstanding after this offering is based on 188,558,695 194,712,305 shares of our common stock outstanding as of June 30, 2026 after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and (ii) the treatment as outstanding of 6,153,610 shares of common stock previously subject to full recourse promissory notes, which became outstanding upon the forgiveness of the related promissory notes in August 2026 (5,550,221 shares) and September 2026 (603,389 shares) (the Note Forgiveness). See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness. The number of shares outstanding excludes:

1 unchanged paragraph

6,153,610 shares of common stock that were not considered outstanding as of June 30, 2026 because they were subject to full recourse promissory notes, but which became outstanding as a result of the forgiveness of the related promissory notes effective August 2026 (5,550,221 shares) and September 2026 (603,389 shares);

7 unchanged paragraphs

the Note Forgiveness;

13 unchanged paragraphs

Weighted-average shares used in net loss per common share calculation, basic and diluted (1) 10,816,448 10,214,636 10,318,638 9,261,740 Pro forma net loss per common share, basic and diluted (unaudited) (2) $ (0.19 ) $ (0.48 (0.47 ) Pro forma weighted-average shares used in pro forma net loss per common share calculation, basic and diluted (unaudited) (2) 188,410,304 129,963,415 194,563,914 136,117,025 (1) See Note 12 to our audited financial statements included elsewhere in this prospectus for an explanation of the methods used to calculate historical net loss per share, basic and diluted, and the weighted-average number of shares of common stock used in the computation of the per share amounts.

(2) Unaudited pro forma net loss per share, basic and diluted, attributable to common stockholders, is calculated giving effect to (i) the conversion of all outstanding shares of our convertible preferred stock into shares of our common stock, as if such conversion had occurred at the beginning of the period, or the issuance dates of such shares, if later, and (ii) the Note Forgiveness and the resulting treatment of 6,153,610 shares of common stock as outstanding, as if the Note Forgiveness had occurred on January 1, 2025. Unaudited pro forma net loss per share attributable to common stockholders does not include the shares expected to be sold and related proceeds to be received in this offering. Unaudited pro forma net loss for the year ended December 31, 2025 includes estimated non-cash stock-based compensation expense of approximately $1.8 million resulting from the Note Forgiveness, which we expect to recognize in our historical results in the third quarter of 2026, and such expense is not reflected in unaudited pro forma net loss for the six months ended June 30, 2026. Unaudited pro forma net loss per share attributable to common stockholders for the six months ended June 30, 2026 and for the year ended December 31, 2025 was calculated using the weighted-average number of shares of common stock outstanding, including the pro forma effect of (i) the conversion of all outstanding shares of our convertible preferred stock into shares of our common stock, as if such conversion had occurred at the beginning of the period, or their the issuance dates of such shares, if later, and (ii) the treatment as outstanding of the 6,153,610 shares of common stock subject to the Note Forgiveness, as if the Note Forgiveness had occurred on January 1, 2025.

See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness.

3 unchanged paragraphs

(1) Gives effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock and the related reclassification of the carrying value of the convertible preferred stock to permanent equity immediately prior to the closing of this offering, and (ii) the Note Forgiveness, including the recognition of estimated non-cash stock-based compensation expense of approximately $1.8 million. See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness.

3 unchanged paragraphs

Risk factors 1 change

444 unchanged paragraphs

Numerous U.S. and foreign-issued patents and pending patent applications owned by third parties exist in the fields in which we plan to commercialize our product candidates and in which we are developing other proprietary technologies. As the biotechnology and pharmaceutical industries expand and more patents are issued, and as we gain greater visibility and market exposure as a public company, the risk increases that our product candidates and commercializing activities may give rise to claims of infringement of the patent rights of others. We cannot assure that our product candidates and other proprietary technologies we develop will not infringe existing or future patents owned by third parties. We may not be aware of patents that have already been issued for which a third party, such as a competitor in the fields in which we are developing our product candidates, might assert as infringed by us. It is also possible that patents owned by third parties of which we are aware, but which we do not believe we infringe or that we believe we have valid defenses to any claims of patent infringement, could be found to be infringed by us. It is not unusual that corresponding patents issued in different countries have different scopes of coverage, such that in one country a third-party patent does not pose a material risk, but in another country, the corresponding third-party patent may pose a material risk to our product candidates. As such, we monitor third-party patents in the relevant pharmaceutical markets. In addition, because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that we may infringe. For example, pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover product candidates or the use of our products. We are aware of certain third-party patents and patent applications in the United States and elsewhere that contain containing claims directed to methods of manufacturing dopaminergic neurons that may cover one of our product candidates. While certain methods that we believe may use to manufacture sasineprocel. Based on our current development plans, we would have valid defenses currently expect the identified patents to claims expire before any commercial launch of sasineprocel, if approved. We are also developing alternative manufacturing methods that do not use the methods claimed in the relevant patent infringement, claims. However, we cannot be certain assure you that these alternative methods will be successfully developed, suitable for commercial manufacturing, or determined to not infringe those claims. Our expectation regarding patent expiration before commercial launch does not eliminate potential risks relating to manufacturing activities conducted before expiration. If we would prevail in any dispute, use a manufacturing method covered by a valid and enforceable claim of one of these patents while it remains in force, we cannot be certain how an adverse determination would affect could face infringement claims. If successfully asserted, such claims could require us to obtain a license, modify our business. manufacturing processes, pay damages, or delay affected activities. A license may not be available on commercially reasonable terms or at all. Developing and implementing alternative manufacturing methods could require additional time, expense, comparability studies or regulatory submissions, which could delay the development or commercialization of sasineprocel.

132 unchanged paragraphs

Capitalization 4 changes

1 unchanged paragraph

on a pro forma basis to reflect (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock and the related reclassification of the carrying value of the convertible preferred stock to permanent equity immediately prior to the closing of this offering, and (ii) the Note Forgiveness, including the treatment of 6,153,610 shares of common stock as outstanding, and (iii) the filing and effectiveness of our amended and restated certificate of incorporation immediately prior to the closing of this offering; and on a pro forma as adjusted basis to give further effect to our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

4 unchanged paragraphs

Preferred stock, $0.0001 par value; no shares authorized, issued or outstanding, actual (other than the convertible preferred stock set forth above), 10,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted (2) Common stock, $0.0001 par value; 228,898,561 shares authorized; 17,118,449 shares issued; and 10,964,839 shares outstanding, actual; 500,000,000 shares authorized, 194,712,305 shares issued and 188,558,695 shares outstanding, pro forma; 500,000,000 shares authorized, shares issued and shares outstanding, pro forma as adjusted (2) Additional paid-in capital 13,854 352,644 354,467 Accumulated other comprehensive loss (42 ) (42 ) Accumulated deficit (264,886 ) (264,886 (266,709 ) Total stockholders (deficit) equity (251,073 ) 87,735 Total capitalization $ 87,735 $ 87,735 $ (1) Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash, cash equivalents and marketable securities, additional paid-in capital, total stockholders (deficit) equity, and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price of $ per share would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash, cash equivalents and marketable securities, additional paid-in capital, total stockholders (deficit) equity, and total capitalization by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

2 unchanged paragraphs

The number of shares of our common stock issued and outstanding, pro forma and pro forma as adjusted in the table above, is based on 188,558,695 194,712,305 shares of our common stock outstanding as of June 30, 2026 after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering and (ii) the Note Forgiveness, including the treatment of 6,153,610 shares of common stock as outstanding. See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness. The number of shares of our common stock issued and outstanding, pro forma and pro forma as adjusted in the table above excludes:

1 unchanged paragraph

6,153,610 shares of common stock that were not considered outstanding as of June 30, 2026 because they were subject to full recourse promissory notes, but which became outstanding as a result of the forgiveness of the related promissory notes effective August 2026 (5,550,221 shares) and September 2026 (603,389 shares);

3 unchanged paragraphs

Dilution 3 changes

2 unchanged paragraphs

On a pro forma basis, after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock and the related reclassification of the carrying value of the convertible preferred stock to permanent equity immediately prior to the closing of this offering, and (ii) the Note Forgiveness, including the resulting treatment of 6,153,610 shares of common stock as outstanding, our pro forma net tangible book value as of June 30, 2026 would have been $87.7 million, or $0.45 per share of our common stock.

11 unchanged paragraphs

The foregoing tables and calculations above (other than the historical net tangible book value calculations) are based on 188,558,695 194,712,305 shares of our common stock outstanding as of June 30, 2026 after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and exclude: (ii) the Note Forgiveness, including the treatment of 6,153,610 shares of common stock as outstanding. See Note 13 to our unaudited interim financial statements included elsewhere in this prospectus for additional information related to the Note Forgiveness. The number of shares of our common stock issued and outstanding as of June 30, 2026 in the foregoing tables and calculations above excludes:

1 unchanged paragraph

6,153,610 shares of common stock that were not considered outstanding as of June 30, 2026 because they were subject to full recourse promissory notes, but which became outstanding as a result of the forgiveness of the related promissory notes effective August 2026 (5,550,221 shares) and September 2026 (603,389 shares);

4 unchanged paragraphs

MD&A 1 change

171 unchanged paragraphs

While our significant accounting policies are described in more detail in Note 2 1 to our audited financial statements appearing elsewhere in this prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

39 unchanged paragraphs

Management 2 changes

28 unchanged paragraphs

Caryn Peterson . Ms. Peterson has served on our board of directors since May 2021. In addition, Ms. Peterson currently serves as Executive Vice President, Regulatory Affairs Chief Development Officer at Gossamer Bio, a biopharmaceutical company since April 2021 May 2026, and previously served as Executive Vice President, Regulatory Affairs from April 2021 to May 2026 and Senior Vice President, Regulatory & Quality from April 2018 to April 2021. Previously, Ms. Peterson served as Managing Partner of Development & Strategic Consulting (DSC) Associates, LLC, a consulting services company, focusing on the development, integration, and implementation of global clinical and regulatory strategy across a broad range of therapeutic areas. From 2008 to 2018, Ms. Peterson also served as Vice President, Regulatory Affairs at Syndax Pharmaceuticals, Inc., a biopharmaceutical company. From 1997 to 2004, Ms. Peterson served as Vice President of Regulatory Affairs at FeRx Incorporated, a drug delivery company, and from 1989 to 1997, Ms. Peterson held managerial positions in both Pharmaceutical Development and Regulatory Affairs at Amylin Pharmaceuticals, a biopharmaceutical company. Prior to joining Amylin, Ms. Peterson was a staff scientist at Hybritech Incorporated, a biotechnology company, from 1981 to 1989. Ms. Peterson has coauthored several research publications and is a co-inventor on multiple patent applications.

58 unchanged paragraphs

None of the members of our compensation committee has ever been one of our officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee, or as a member of the board of directors of any entity that has one or more executive officers serving as a member of our compensation committee.

2 unchanged paragraphs

Executive and Director Compensation 10 changes

24 unchanged paragraphs

(1) All of the stock options and stock awards were granted under the 2018 Plan.

1 unchanged paragraph

(3) The market value of the unvested shares is calculated based on an estimated fair market value of $0.88 per share as of December 31, 2025.

(3) (4) The shares subject to the option were previously eligible to vest in 48 equal monthly installments measured from the vesting commencement date, subject to continuous service as of each such vesting date. As described below, in August 2026, Dr. McDevitt agreed to extend the monthly vesting schedule of the remaining unvested shares subject to this option, such that this option will vest in full six years following its vesting commencement date of November 20, 2025, rather than pursuant to its original four year vesting schedule. 100% of the unvested shares will vest immediately upon the consummation of a Change in Control (as defined in the 2026 Plan), subject to continued service through the date of the Change in Control.

(4) (5) 1/4th of the shares subject to the option will vest on the one year anniversary of the vesting commencement date, and the balance of the shares will vest in 36 equal monthly installments measured from the one year anniversary of the vesting commencement date, subject to continuous service as of each such vesting date. 100% of the unvested shares will vest immediately upon the consummation of a Change in Control (as defined in the 2026 Plan), subject to continued service through the date of the Change in Control.

(6) The shares were purchased by Dr. McDevitt at $0.35 per share in April 2021 and are subject to our right of repurchase upon Dr. McDevitt s termination of service, which repurchase right lapses upon his continued services through the earlier of the date of enrollment of the first patient in a Phase 2 or Phase 3 trial-ready cohort for a product candidate or a Change in Control (as defined in the 2026 Plan).

(7) The shares were purchased by Dr. McDevitt at $0.35 per share in April 2021 and are subject to our right of repurchase upon Dr. McDevitt s termination of service, which repurchase right lapses upon his continued services through the earlier of the date of receipt of a bona fide written third party offer to acquire the Company or substantially all its assets, subject to the Company s entering into exclusivity with such third party on such or more favorable terms, or a Change in Control (as defined in the 2026 Plan).

(5) (8) 1/4th of the shares subject to the option will vest on the one year anniversary of the vesting commencement date, and the balance of the shares will vest in 36 equal monthly installments measured from the one year anniversary of the vesting commencement date, subject to continuous service as of each such vesting date. 100% of the unvested shares will vest immediately upon a qualifying termination of service in connection with the consummation of a Change in Control (as defined in the 2026 Plan), subject to execution of a release.

(6) (9) The shares subject to the option will vest in 48 equal monthly installments measured from the vesting commencement date, subject to continuous service as of each such vesting date. 100% of the unvested shares will vest immediately upon a qualifying termination of service in connection with the consummation of a Change in Control (as defined in the 2026 Plan), subject to execution of a release.

90 unchanged paragraphs

Our board of directors adopted the ESPP in , 2026, and our stockholders adopted approved the ESPP in , 2026. The ESPP will become effective upon the execution of the underwriting agreement for this offering. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. The ESPP includes two components. One component is designed to allow our eligible U.S. employees to purchase common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code. In addition, purchase rights may be granted under a component that does not qualify for such favorable tax treatment when necessary or appropriate to permit participation by our eligible employees who are foreign nationals or employed outside of the United States while complying with applicable foreign laws.

19 unchanged paragraphs

Ms. Perettie will not be eligible to receive any cash retainer fee or equity award benefits under our non-employee director compensation policy due to the restrictions in her separate agreement with Kita Kite Pharma, a subsidiary of Gilead Sciences. Mr. Hasnain will also not be eligible for benefits under our non-employee director compensation policy while he remains employed as our Executive Chair.

22 unchanged paragraphs

Principal stockholders 1 change

31 unchanged paragraphs

(8) Consists of (i) 4,800,221 shares of our common stock held by Damien McDevitt and Pamela Marnell-McDevitt, Co-trustees of the Marnell-McDevitt Family Trust dated May 2, 2019, of which 925,036 shares remain subject to performance-based vesting conditions and forfeiture if such conditions are not satisfied, (ii) 250,000 shares of our common stock held by Finn McDevitt, Trustee of the Finn McDevitt 2025 Irrevocable Trust, (iii) 250,000 shares of our common stock held by Aran McDevitt, Trustee of the Aran McDevitt 2025 Irrevocable Trust, (iv) 250,000 shares of our common stock held by Conor McDevitt, Trustee of the Conor McDevitt 2025 Irrevocable Trust and (v) 2,703,870 shares subject to options that are exercisable within 60 days of September 15, 2026.

8 unchanged paragraphs

Description of the securities 1 change

2 unchanged paragraphs

As of June 30, 2026, there were 188,558,695 194,712,305 shares of our common stock outstanding and held of record by 127 stockholders, after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of common stock, which will automatically occur immediately prior to the closing of this offering, and (ii) the Note Forgiveness, including the treatment of 6,153,610 shares of common stock as outstanding. Based on the number of shares of common stock outstanding as of June 30, 2026, and further assuming the issuance by us of shares of common stock in this offering, there will be shares of common stock outstanding upon the closing of this offering.

58 unchanged paragraphs

Recent Sales of Unregistered Securities 1 change

6 unchanged paragraphs

From January 1, 2023 through the date of this registration statement, we granted stock options to purchase an aggregate of 23,727,000 shares of our common stock at a weighted-average exercise price of $0.70 per share, to certain of our employees, consultants, and directors in connection with services provided to us by such persons. 1,729,769 1,729,873 of these options have been exercised and 1,891,367 1,913,867 have been canceled or forfeited or have expired through the date of this registration statement.

2 unchanged paragraphs

Undertakings 7 changes

7 unchanged paragraphs

Amended and Restated Certificate of Incorporation, as currently in effect 3.2+ Amended and Restated Bylaws, as currently in effect 3.3+ Form of Amended and Restated Certificate of Incorporation, to be effective immediately prior to the closing of this offering 3.4+ Form of Amended and Restated Bylaws, to be effective immediately prior to the closing of this offering 4.1+ Amended and Restated Investors Rights Agreement, dated October 1, 2025, by and among the Registrant and certain of its stockholders 5.1* Opinion of DLA Piper LLP (US) 10.1+# Aspen Neuroscience, Inc. 2018 Stock Plan 10.2+# Aspen Neuroscience, Inc. 2018 Stock Plan Form of Notice of Grant of Stock Option 10.3+# Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Agreement 10.4+# Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Exercise Notice 10.5+# Aspen Neuroscience, Inc. 2026 Equity Incentive Plan 10.6+# Aspen Neuroscience, Inc. 2026 Equity Incentive Plan Form of Notice of Grant of Stock Option 10.7+# Aspen Neuroscience, Inc. 2026 Equity Incentive Plan Form of Stock Option Agreement 10.8+# Aspen Neuroscience, Inc. 2026 Equity Incentive Plan Form of Notice of Grant of Restricted Stock Units 10.9+# Aspen Neuroscience, Inc. 2026 Equity Incentive Plan Form of Restricted Stock Units Agreement 10.10+# Aspen Neuroscience, Inc. 2026 Employee Stock Purchase Plan 10.11+# Aspen Neuroscience, Inc. 2026 Cash Incentive Plan 10.12+# Aspen Neuroscience, Inc. Non-Employee Director Compensation Policy 10.13+# Aspen Neuroscience, Inc. Officer Severance and Change in Control Plan 10.14+# Executive Employment Agreement, dated effective as of January 18, 2021, by and between Damien McDevitt and the Registrant 10.15+# Employment Offer Letter, dated as of March 3, 2025, by and between Dalen Meeter and the Registrant 10.16+# Employment Offer Letter, dated as of May 18, 2022, by and between Kim Raineri and the Registrant 10.17+# Employment Offer Letter, dated as of July 21, 2026, by and between Faheem Hasnain and the Registrant II- 4 10.18+# Loan Forgiveness and Option Amendment Agreement, dated August 24, 2026, by and between Damien McDevitt and the Registrant 10.19+# Loan Forgiveness and Option Amendment Agreement, dated September 25, 2026, by and between Andrew Spaventa and the Registrant 10.20+# Loan Forgiveness and Option Amendment Agreement, dated September 25, 2026, by and between Faheem Hasnain and the Registrant 10.21+# Form of Indemnification Agreement for Directors and Officers 10.22+ Lease, dated as of March 27, 2019, by and between the Registrant and BMR-Road to the Cure LP 10.23+ First Amendment to Lease, dated as of June 10, 2021, by and between the Registrant and BMR-Road to the Cure LP 10.24+ Second Amendment to Lease, dated as of August 25, 2021, by and between the Registrant and BMR-Road to the Cure LP 10.25+ Third Amendment to Lease, dated as of May 18, 2023, by and between the Registrant and BMR-Road to the Cure LP 10.26+ Lease, dated as of May 12, 2021, by and between the Registrant and HCP TPSP, LLC 10.27+ Lease, dated as of August 20, 2026, by and between the Registrant and HCP Life Science REIT, Inc. 10.28+ Exclusive License Agreement, dated effective as of July 27, 2018, by and between the Registrant and The Scripps Research Institute and Summit for Stem Cell Foundation 10.29+ Assignment and Assumption Agreement, dated as of October 30, 2018, by and among the Registrant and Summit for Stem Cell Foundation, Mission Edge San Diego 10.30+ Non-Exclusive License Agreement, dated as of September 20, 2019, by and between the Registrant and iPS Academia Japan, Inc. 10.31+ License Agreement, dated effective as of December 5, 2023, by and between the Registrant and Sumitomo Pharma Co., Ltd. 10.32+ Collaboration and License Agreement, dated as of January 22, 2024, by and between the Registrant and Cell X Technologies, Inc. 10.33+ First Amendment to Collaboration and License Agreement, dated as of January 8, 2025, by and between the Registrant and Cell X Technologies, Inc. 10.34+ Second Amendment to Collaboration and License Agreement, dated as of October 28, 2025, by and between the Registrant and Cell X Technologies, Inc. 10.35+ Third Amendment to Collaboration and License Agreement, dated as of January 22, 2026, by and between the Registrant and Cell X Technologies, Inc. 10.36+ Fourth Amendment to Collaboration and License Agreement, dated as of April 6, 2026, by and between the Registrant and Cell X Technologies, Inc. 10.37+ Amended and Restated Collaboration and License Agreement, dated as of August 18, 2026, by and between the Registrant and Cell X Technologies, Inc. 10.38+ Side Letter Agreement, dated as of August 18, 2026, by and between the Registrant and Cell X Technologies, Inc. 10.39+ Secured Convertible Promissory Note Purchase Agreement, dated as of January 22, 2024, by and between the Registrant and Cell X Technologies, Inc. 10.40+ Secured Convertible Promissory Note, dated as of January 22, 2024, by and between the Registrant and Cell X Technologies, Inc. II- 5 10.41+ Exclusive License Agreement, dated as of August 18, 2026, by and between the Registrant and The Cleveland Clinic Foundation 10.42+ Master Supply Agreement, dated as of January 25, 2022, by and between the Registrant and ClearPoint Neuro, Inc. 10.43+ Main Services Agreement, dated as of September 16, 2024, by and between the Registrant and Mytos Bio Limited 10.44#* Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Agreement (Immediately Exercisable) 10.45#* Equity Award Terms Amendment Agreement, dated as of November 26, 2025, by and between Damien McDevitt and the Registrant 23.1 Consent of Ernst & Young LLP, independent registered public accounting firm 23.2* Consent of DLA Piper LLP (US) (included in Exhibit 5.1) 24.1+ Power of Attorney (included on signature page) 107+ Filing Fee Table + To be Previously filed. by amendment.

* To be filed by amendment.

2 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 9 th 22 nd day of October, 2026.

4 unchanged paragraphs

Each person whose signature appears below appoints Damien McDevitt, Ph.D. and Dalen Meeter each of them, any of whom may act without the joinder of the other, as their true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

8 unchanged paragraphs

/s/ Thomas Daniel, M.D.

/s/ Douglas Fisher, M.D.

1 unchanged paragraph

/s/ Peter A. Thompson, M.D.

1 unchanged paragraph

Unchanged: Forward-looking statements, Market and Industry Data, Use of proceeds, Dividend policy, Business, Certain Relationships and Related Person Transactions, Shares Eligible For Future Sale, Plan of distribution, Legal Matters, Experts, Where You Can Find More Information, Notes to the financial statements, Note 1: Organization and Basis of Presentation, Note 2: Fair Value Measurements, Note 3: Accrued Expenses and Other Current Liabilities, Note 4: Property and Equipment, net, Note 5: Other Noncurrent Assets, Note 6: Convertible Preferred Stock and Stockholders Deficit, Note 7: License Agreements, Note 8: Loan and Security Agreement, Note 9: California Institute for Regenerative Medicine Award, Note 10: Commitments and Contingencies, Legal proceedings, Other Expenses of Issuance and Distribution, Indemnification of Directors and Officers, Exhibits

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.

The S-1/A, section by section

7 sections, 37 points, each pinned to the sentence it rests on in the prospectus on EDGAR.

Offering terms

Price range
not yet set
Shares offered
not yet set
Exchange
Nasdaq Global Select MarketWe have applied to list our common stock on the Nasdaq Global Select Market under the symbol “ASPE,” and this offering is contingent upon obtaining approval for such listing.
Proposed symbol
ASPE

As stated in the filing on Oct 22, 2026.

Key numbers

Loss from operations
−$38.2MSix months to Jun 30, 2026 · Statements of Operations
Net loss
−$36.5MSix months to Jun 30, 2026 · Statements of Operations
Net cash used in operating activities
−$34.5MSix months to Jun 30, 2026 · Statements of Cash Flows
Cash and cash equivalents
$21.3MJun 30, 2026 · Balance Sheets
Total assets
$110.3MJun 30, 2026 · Balance Sheets

Copied from the financial statement tables in the filing, latest period shown. No model wrote these numbers.

Prospectus summary

  1. Aspen Neuroscience is a clinical-stage biotechnology company focused on autologous iPSC-derived therapies for neurodegenerative diseases. 1
  2. Aspen Neuroscience is developing a microglia program targeting pediatric leukodystrophies using gene-corrected autologous microglia precursor cells. 2
  3. The company relies on third-party licenses for key aspects of its manufacturing platform for sasineprocel. 3
  4. Aspen Neuroscience has raised $347 million from leading life sciences investors and organizations. 4
  5. Aspen Neuroscience is developing sasineprocel, an autologous iPSC-derived cell therapy for Parkinson's disease. 5
  6. Aspen Neuroscience is an emerging growth company that uses reduced disclosure requirements. 6
From the filing
  1. Aspen Neuroscience, Inc. is a leading, clinical-stage regenerative medicine biotechnology company focused on developing autologous induced-pluripotent stem cell (iPSC)-derived therapies to address neurodegenerative diseases with high unmet medical need.
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  2. We are also developing a microglia program initially targeting pediatric leukodystrophies, a group of rare, genetically defined neurological disorders that primarily affect the white matter of the CNS.
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  3. We are reliant on a number of licenses from third parties for our manufacturing platform, as it relates to sasineprocel, including from iPS Academia Japan, Inc. and Sumitomo Pharma Co. Ltd. for transcription factors and reprogramming methods...
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  4. Since our inception, we have raised approximately $347 million from a syndicate of leading life sciences investors and organizations...
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  5. We are committed to developing and delivering novel autologous iPSC-derived cell replacement therapies for patients with significant unmet medical need, beginning with PD.
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  6. We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings.
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Risk Factors

  1. Aspen Neuroscience has no products approved for commercial sale and has not generated any revenue from product sales. 1
  2. Aspen Neuroscience has incurred substantial operating losses since its inception and expects to incur losses for the foreseeable future. 2
  3. Aspen Neuroscience may seek accelerated approval for sasineprocel or other product candidates. 3
  4. FDA could require additional studies before approving sasineprocel or other product candidates. 4
  5. Aspen Neuroscience has 120 full-time and three part-time employees as of June 30, 2026. 5
  6. Aspen Neuroscience is subject to U.S. federal, state, and foreign healthcare laws and regulations. 6
From the filing
  1. We commenced operations in 2018, have no products approved for commercial sale, and have not generated any revenue from the sale of our products.
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  2. We have incurred substantial operating losses since our inception and expect to incur substantial losses for the foreseeable future.
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  3. Prior to seeking approval for sasineprocel or any other current or future product candidate, we intend to seek feedback from the FDA and will otherwise evaluate our ability to seek and receive accelerated approval.
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  4. The FDA could also require us to conduct further studies prior to considering our application or granting approval of any type.
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  5. As of June 30, 2026, we had 120 full-time employees and three part-time employees.
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  6. We are subject to various U.S. federal, state, and foreign healthcare laws and regulations, which could increase compliance costs, and our failure to comply with these laws and regulations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.
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Use of Proceeds

  1. The principal purposes of the offering are to obtain additional capital, create a public market, and facilitate future access to public equity markets. 1
From the filing
  1. The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our common stock, and to facilitate our future access to the public equity markets.
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Dilution

  1. Aspen Neuroscience's historical net tangible book value per share as of June 30, 2026 was $(14.67). 1
  2. Aspen Neuroscience's pro forma net tangible book value per share as of June 30, 2026 was $0.45. 2
  3. Aspen Neuroscience's pro forma as adjusted net tangible book value per share after this offering would be approximately $ million. 3
  4. Dilution per share to new investors is calculated by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share. 4
  5. If the underwriters exercise their option to purchase additional shares, the pro forma as adjusted net tangible book value after the offering would be approximately $ per share. 5
  6. The number of shares of common stock issued and outstanding as of June 30, 2026 excludes certain reserved shares for future issuance. 6
From the filing
  1. As of June 30, 2026, our historical net tangible book value (deficit) was $(251.1) million, or $(14.67) per share of our common stock, based on 17,118,449 shares of common stock issued and 10,964,839 shares of common stock outstanding as of such date.
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  2. On a pro forma basis, after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock and the related reclassification of the carrying value of the convertible preferred stock to permanent equity immediately prior to the closing of this offering, and (ii) the Note Forgiveness, including the resulting treatment of 6,153,610 shares of common stock as outstanding, our pro forma net tangible book value as of June 30, 2026 would have been $87.7 million, or $0.45 per share of our common stock.
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  3. After giving further effect to the sale and issuance of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been approximately $ million, or approximately $ per share.
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  4. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors.
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  5. If the underwriters exercise their option to purchase additional shares of our common stock in full in this offering, the pro forma as adjusted net tangible book value after the offering would be approximately $ per share, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be approximately $ per share, and the dilution per share to investors in this offering would be $ per share, in each case assuming an initial public offering price of $ per share.
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  6. The number of shares of our common stock issued and outstanding as of June 30, 2026 in the foregoing tables and calculations above excludes: • 30,078,745 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2026 under our 2018 Plan, with a weighted-average exercise price of $0.68 per share;
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Management’s Discussion and Analysis of Financial Condition and Results of Operations

  1. Aspen Neuroscience is a clinical-stage biotechnology company focused on autologous iPSC-derived therapies for neurodegenerative diseases. 1
  2. Aspen Neuroscience had $72.4 million in cash, cash equivalents, and marketable securities as of June 30, 2026. 2
  3. Aspen Neuroscience had other income of $2,000 for the six months ended June 30, 2026. 3
  4. Aspen Neuroscience must pay a 1.0% running royalty on future net sales of licensed products under the TSRI License Agreement. 4
  5. Aspen Neuroscience has a non-exclusive license from Sumitomo for manufacturing iPSCs for autologous therapy in neurodegenerative disorders. 5
  6. Aspen Neuroscience paid Cell X $250,000 in 2024 under the Prior Cell X Agreement. 6
From the filing
  1. Aspen Neuroscience, Inc. is a leading, clinical-stage regenerative medicine biotechnology company focused on developing autologous iPSC-derived therapies to address neurodegenerative diseases with high unmet medical need.
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  2. As of June 30, 2026, we had cash, cash equivalents and marketable securities of $72.4 million.
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  3. Other income was $2,000 for the six months ended June 30, 2026, compared to other loss of $1.7 million for the six months ended June 30, 2025.
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  4. We are further obligated to pay TSRI a running royalty of 1.0% on future net sales of licensed products, services and processes on a licensed product-by-licensed product and country-by-country basis.
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  5. Under the terms of the Sumitomo License Agreement, Sumitomo granted us a non-exclusive, non-transferable, and non-sublicensable license to manufacture iPS cells, and to use such iPS cells to develop, have developed, manufacture, have manufactured, import, distribute, and have distributed licensed products in the licensed territory (described below) in the field of autologous therapy for neurodegenerative disorders in the central nervous system and degenerative eye disorders.
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  6. We paid Cell X an upfront fee of $250,000 in 2024 under the Prior Cell X Agreement, which was included as a component of research and development expenses in the statement of operations.
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Business

  1. Aspen Neuroscience is a clinical-stage biotechnology company focused on autologous iPSC-derived therapies for neurodegenerative diseases. 1
  2. Sasineprocel is an investigational single-dose autologous iPSC-based cell therapy for the treatment of Parkinson's disease. 2
  3. Aspen Neuroscience is enrolling patients in a Phase 1/2a trial for sasineprocel to treat genetically defined Parkinson's disease. 3
  4. Aspen Neuroscience is developing a microglia replacement program targeting pediatric leukodystrophies. 4
  5. Aspen Neuroscience uses ClearPoint's SmartFlow ventricular cannulas in its drug delivery system for sasineprocel. 5
  6. Aspen Neuroscience paid ClearPoint $0.3 million in each of the years 2024 and 2025. 6
From the filing
  1. Aspen Neuroscience, Inc. is a leading, clinical-stage regenerative medicine biotechnology company focused on developing autologous iPSC-derived therapies to address neurodegenerative diseases with high unmet medical need.
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  2. Our lead product candidate, sasineprocel, is an investigational single-dose, autologous iPSC-based cell therapy being evaluated for the treatment of PD.
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  3. We have begun enrolling patients and are preparing to initiate dosing a new cohort in the Phase 1/2a ASPIRO trial to evaluate sasineprocel in patients with genetically defined PD, leveraging our existing autologous DANPC manufacturing process.
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  4. Microglia replacement represents the second cell replacement program generated from our platform.
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  5. We use the ClearPoint SmartFlow cannula as part of our drug delivery system for the administration of sasineprocel.
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  6. We paid ClearPoint $0.3 million during each of the years ended December 31, 2025 and 2024.
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Management and Executive and Director Compensation

  1. Damien McDevitt is the President, Chief Executive Officer, and Director of Aspen Neuroscience. 1
  2. Faheem Hasnain is the Executive Chairman of Aspen Neuroscience. 2
  3. Dalen Meeter is the Chief Financial Officer of Aspen Neuroscience. 3
  4. Damien McDevitt is the Chief Executive Officer of Aspen Neuroscience, Inc. 4
  5. The company provides severance and change in control benefits to its executives. 5
  6. Aspen Neuroscience has a separate share reserve for its Executive Chair. 6
From the filing
  1. Damien McDevitt, Ph.D. 59 President, Chief Executive Officer and Director
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  2. Faheem Hasnain 68 Executive Chairman
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  3. Dalen Meeter 48 Chief Financial Officer
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  4. Damien McDevitt, Ph.D. Chief Executive Officer
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  5. The Severance and CIC Plan includes a “best-after-tax” cutback provision.
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  6. In addition to the general share reserve, the 2026 Plan establishes a separate reserve of shares of common stock, referred to as the Executive Chair Reserve, which is available solely for the issuance of shares pursuant to awards granted to our Executive Chair, Faheem Hasnain, in satisfaction of the Company’s obligations under the Executive Chair Agreement (as defined below).
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Each point was written from that section’s text and kept only when the quoted sentence carries it. Not investment advice.

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