Windward Bio Group: DRS filing (amended)

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As confidentially submitted to the U.S. Securities and Exchange Commission on July 24, August 27, 2026.

This Amendment No. 1 to the draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information contained herein remains confidential.

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Amendment No. 1 to Form F-1

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" ." There is no assurance that such application will be approved, and if our application is not approved, this offering will not be completed.

This is our initial public offering and no public market currently exists for our common shares. The initial public offering price per common share is estimated to be between $ and $ . We intend to apply have applied to list our common shares on the Nasdaq Global Market, or Nasdaq, under the symbol "WWB." There is no assurance that such application will be approved, and if our application is not approved, this offering will not be completed.

Investing in our common shares

Investing in our common shares involves a high degree of risk. Before buying any common shares, you should carefully read the discussion of material risks of investing in our common shares in " Risk Factors " beginning on page 16 15 of this prospectus.

We are both an "emerging growth company" and a "foreign private issuer" under applicable rules of the U.S. Securities and Exchange Commission, or the SEC, and are eligible for reduced public company disclosure requirements. See

Securities and Exchange Commission, or the SEC, and are eligible for reduced public company disclosure requirements. See "Prospectus Summary—Implications of Being an Emerging Growth Company" and "Prospectus Summary—Implications of Being a Foreign Private Issuer."

Summary—Implications of Being a Foreign Private Issuer."

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INDEX TO CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

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Presentation of financial information 1 change

This prospectus includes our audited annual consolidated financial statements as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from July 5, 2024 (inception) to December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. This prospectus also includes our unaudited interim condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, prepared under the International Accounting Standard 34, or IAS 34. None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

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Prospectus summary 42 changes

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Our product candidates, WIN378 and WIN027, target clinically validated disease pathways and are engineered to remain in the body for extended periods of time, enabling less frequent dosing than currently available treatments. This design feature is combined with additional properties that may result in improved efficacy or safety. Such properties include including enhanced target affinity, dual target binding or effector function silencing. We believe our product candidates have the potential to deliver better clinical outcomes while offering the convenience of less frequent dosing than currently available treatments.

WIN378 is currently being evaluated in POLARIS-1, a Phase 2/3 study in severe uncontrolled asthma. A second Phase 3 asthma study, POLARIS-2, is planned, and a Phase 2 study of WIN378 in COPD, SIRIUS, was initiated in June 2026. We expect that the next data readout for WIN378 will be a Phase 2 interim analysis in the second half of 2026.

WIN027 is currently in a Phase 1 healthy volunteer study with INDs open in the United States, Australia and the People's Republic of China, or the PRC, assessing safety and pharmacokinetics. We expect that the next data readout for WIN027 will be the full Phase 1 results in the first half of 2027. We also plan to initiate two global Phase 2 studies with our partner Qyuns Therapeutics Co., Ltd., or Qyuns—a potentially pivotal Phase 2 dose-ranging study in COPD, fully powered on the registrational endpoint of exacerbation rate ratio, is planned to begin in the first half of 2027, and an atopic dermatitis study is planned to begin the second half of 2026. We expect that the next data readout for WIN027 will be Phase 1 topline results in healthy volunteers in the second half of 2026.

Our goal is to develop, obtain regulatory approval, and

Our goal is to develop, obtain regulatory approval, and commercialize potential best-in-disease potentially novel immunology therapeutics for patients underserved by today's standard of care in asthma, COPD, atopic dermatitis, and other immunological conditions. Key elements of our novel approach, which we believe has the potential to improve the outcomes of the current generation of biologics in addressing these inflammatory lung and skin diseases for these patients, are below.

We target clinically validated biologic drivers of disease including TSLP and IL-13.

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We develop differentiated, next-generation biologics with the potential to set new standards of efficacy and dosing convenience and outcomes. Key attributes of our programs are summarized below.

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We use our team's extensive drug development expertise to inform and accelerate the advancement of our product candidates. Our management team has substantial experience advancing novel therapeutics from early development through regulatory approval and commercialization. We intend to leverage this experience to efficiently execute our clinical development plans and maximize the potential of WIN378, WIN027 and future pipeline programs.

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patients living with chronic inflammatory diseases through the development of differentiated biologic therapies targeting validated disease pathways. Our products have the potential to address a broad range of patient types improve efficacy standards, and offer more convenient dosing regimens that can improve adherence to treatment and deliver enhanced real-world outcomes. The key elements of our strategy include:

Advance WIN378, our lead ultra-long-acting anti-TSLP monoclonal antibody, through accelerated clinical development for the treatment of asthma, a severe disease with low adherence to short-acting biologics.

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anti-IL-13 bispecific antibody, through clinical development for the treatment of COPD and atopic dermatitis, diseases in which there is the potential for significant improvement in efficacy over currently approved biologics.

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WIN378 is an ultra-long-acting and potentially

WIN378 is currently being evaluated in POLARIS-1, a Phase 2/3 study in severe, uncontrolled asthma. A second Phase 3 asthma study, POLARIS-2, is planned, and a Phase 2 study of WIN378 in COPD, SIRIUS, was initiated in June 2026. Based on published and public statements from other companies, we believe WIN378 has the potential to be the first-to-market ultra-long-acting treatment targeting TSLP.

best-in-disease Windward Bio holds global rights to WIN378 excluding China and certain Asian markets ** Exclusivity based on pending applications and anticipated patent extensions WIN378 is an ultra-long-acting and potentially novel fully human monoclonal antibody that is designed to inhibit the TSLP ligand. WIN378 has been engineered to achieve half-life extension and silenced effector function. In preclinical studies, WIN378 has been observed to have greater potency than the currently approved anti-TSLP treatment, has two binding sites to TSLP and fully overlaps the same binding site as Tezspire , tezepelumab. WIN378 has been studied in a Phase 1 trial, which evaluated an extended half-life that we believe may support twice-yearly dosing, demonstrated a low rate of antidrug antibodies, and was well tolerated up to the highest dose tested.

WIN378 is currently being evaluated in

POLARIS-1, a Phase 2/3 study in severe, uncontrolled asthma. We expect interim results from such study in the second half of 2026. If successful, we plan to initiate a Phase 3 portion of POLARIS-1 in the second half of 2026 with topline results expected in the second half of 2028, and we also plan to initiate a second Phase 3 study (POLARIS-2) in the first half of 2027 with topline results expected in the second half of 2029. Separately, a Phase 2 study of WIN378 in COPD, SIRIUS, was initiated in June 2026 and we expect topline results in the second half of 2027. We have observed the following results in the Phase 1 clinical trial for WIN378: an extended half-life supporting twice-yearly subcutaneous dosing, a low rate of antidrug antibodies, and favorable safety and tolerability results up to the highest dose tested. While these results may not translate to similar safety or efficacy results in our ongoing POLARIS Phase 2/3 study in patients with asthma or our SIRIUS Phase 2 study in patients with COPD, we believe WIN378 is differentiated from currently approved treatments primarily through its potential for twice-yearly subcutaneous dosing.

Based on published and public statements from other companies as well as results from trials to date in which WIN378 was well tolerated in patients and no serious adverse events deemed to be study-related were reported, we believe that WIN378, if it produces favorable safety and efficacy data in future pivotal trials, has the potential to be the first ultra-long-active treatment targeting TSLP to seek approval in the United States. However, the results from early trials of a product candidate may not be predictive of the results that will be obtained in later stage trials of the product candidate.

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WIN027 is a long-acting, potentially

best-in-disease, WIN027 is a long-acting, potentially novel, humanized bispecific monoclonal antibody with high-binding affinity for TSLP and IL-13, two well-validated targets in immunological conditions. WIN027 has been engineered to achieve an extended half-life that enables less frequent dosing. Through this dual, long-acting inhibition, WIN027 is designed to set a new standard of efficacy in treat conditions such as COPD and atopic dermatitis, potentially delivering deeper and more durable disease control than existing biologics. WIN027 has the potential to expand our portfolio to dermatological diseases, including atopic dermatitis.

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In the coming 24 months, we expect a significant number of data catalysts, as follows:

Additional bispecific programs are in the early antibody design phase targeting potentially synergistic biology for the treatment of immunological diseases.

WIN027 is currently in a Phase 1 healthy volunteer study and a global, potentially pivotal Phase 2 study is planned in COPD as well as a Phase 2 study in atopic dermatitis. with

INDs open in the United States, Australia and the PRC assessing safety and pharmacokinetics. Based on blinded interim data as of June 2026, we have observed a 62-day half-life, low immunogenicity, and favorable safety results, with full pharmacokinetic and immunogenicity data expected in the first half of 2027. If successful, we plan to initiate a global, Phase 2 study in COPD, fully powered on the registrational endpoint of exacerbation rate ratio, as well as a Phase 2 study in atopic dermatitis.

Additional bispecific programs are in the lead optimization phase. The current program is a next-generation bispecific targeting T2 and non-T2 pathways. A lead has been identified and selected, with potential across skin and respiratory indications, including atopic dermatitis, asthma, and COPD and other inflammatory and fibrotic skin and lung diseases. The lead format demonstrating benchmark-comparable affinity, cellular potency and manufacturability has been selected and is currently being engineered for half-life extension prior to characterization in nonhuman primate studies.

Although asthma, COPD and atopic dermatitis encompass large and growing markets, we estimate that the biologics treatment rate among eligible patients remains low—approximately 20% in severe asthma, approximately 1% in moderate-to-severe COPD, and approximately 10% 15% in moderate-to-severe atopic dermatitis. In 2025, we estimate global sales of biologics for severe asthma were approximately $14 billion and we estimate they will reach $30 billion at peak in combination with COPD biologic treatment, and global sales of biologics and novel oral treatments for atopic dermatitis were approximately $15 billion and we estimate they will reach $30 billion at peak as more eligible patients receive treatment. We believe that therapies such as WIN378 and WIN027 are capable of addressing a broad range of patient types improving efficacy standards, and offering more convenient dosing regimens that can improve adherence to treatment and deliver enhanced real-world outcomes.

Our Team and Investors

We were founded in 2024 and launched in

We were founded in 2024 and launched in January 2025. Our executive team has held leadership positions in drug discovery and development, global commercialization, finance, business development, and corporate strategy spanning multiple companies and therapeutic areas, including immunology. They have developed and commercialized numerous products and have built biotechnology companies from inception through public offerings and strategic acquisitions.

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To date, Windward Bio has raised up to $365.0 million by way of equity financings, led by top-tier global healthcare investors including OrbiMed, Novo Holdings, SR One, Omega Funds, Blue Owl Healthcare Opportunities and RTW Investments. RA Capital Management, Janus Henderson Prospective investors should not rely on the investment decisions of our existing investors, as these investors may have different risk tolerances and Sanofi Ventures. have received their shares in prior offerings at prices lower than the price offered to the public in this offering. See "Related Party Transactions" for more information.

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Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.

In addition, foreign private issuers

Our status as a foreign

Our status as a foreign private issuer also exempts us from compliance with certain laws and regulations of the SEC and certain regulations of the Nasdaq Global Market, or Nasdaq. Consequently, we are not subject to all of the disclosure requirements applicable to U.S. public companies. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. Our executive officers, directors and principal shareholders are also exempt from the "short-swing" profit recovery provisions of Section 16(b) of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. Additionally, Nasdaq rules allow foreign private issuers to follow home country practices in lieu of certain of Nasdaq corporate governance rules. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

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Corporate Information

Windward Bio Group AG was incorporated as a Swiss

Windward Bio Group AG was incorporated as a Swiss corporation ( Aktiengesellschaft, or AG) on July 5, 2024 and began operations in January 2025, with company identification number CHE-418.299.421. Our registered office is located at Aeschenplatz 6, 4052, Basel, Switzerland, and the telephone number of our registered office is +41 61 551 75 75. Our principal executive offices in the United States are located at 800 North State Street, Suite 304, Dover, Delaware, United States of America, and the telephone number of our U.S. office is +41 61 551 75 75.

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The following tables present our summary consolidated financial data for the periods indicated. The following summary consolidated financial data as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from July 5, 2024 (inception) to December 31, 2024 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary condensed consolidated interim financial data as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 have been derived from our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus.

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Our audited consolidated financial statements and unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS, as issued by the IASB and IAS 34, respectively. Our functional currency is U.S. dollars. Our consolidated financial statements and unaudited condensed consolidated interim financial statements are presented in U.S. dollars.

Consolidated Statement of Profit or Loss and Other Comprehensive Loss Data (in thousands, except for share and per share data) FOR THE YEAR ENDED DECEMBER 31, 2025 FOR THE PERIOD FROM JULY 5, 2024 TO DECEMBER 31, 2024 FOR THE SIX MONTHS ENDED JUNE 30, 2026 2025 Research and development expenses $ (32,592 ) $ (84 ) $ (30,133 ) $ (13,325 ) General and administrative expenses (19,237 ) (1,104 ) (14,539 ) (9,951 ) Operating loss (51,829 ) (1,188 ) (44,672 ) (23,276 ) Financial income 3,593 — 2,164 Financial expense (5 ) — (7 ) (2 ) Foreign exchange differences, net (34 ) — (166 ) (145 ) Loss before income taxes (48,275 ) (1,188 ) (42,681 ) (22,750 ) Income taxes (48 ) — — Net loss (48,323 ) (1,188 ) (42,636 ) (22,750 ) Total comprehensive loss (49,447 ) (1,188 ) (42,640 ) (23,216 ) Net loss attributable to common shareholders, basic and diluted $ $ $ $ Basic and diluted loss per share (1) $ (7.44 ) $ (0.12 ) $ (5.28 ) $ (4.03 ) Weighted-average common shares outstanding, basic and diluted (1) Pro forma net loss per share, basic and diluted $ $ Pro forma weighted-average common shares outstanding, basic and diluted (2) (1) See Note 22 to our audited consolidated financial statements included elsewhere in this prospectus for further details regarding the calculation of basic and diluted loss per share.

The pro forma basic and diluted net loss per share gives effect to the Preferred Share Conversion immediately prior to the completion of this offering as if they had been converted to ordinary shares at the beginning of the earliest period presented. Common shares to be sold in this offering are excluded from the calculation.

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AS OF DECEMBER 31, 2025

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Risk factors 59 changes

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We have no products approved for commercial sale and have not generated any revenue from product sales to date. We have two clinical-stage antibody product candidates targeting the TSLP signaling pathway: WIN378, our lead product candidate, and WIN027. Beyond WIN378 and WIN027, we are building a discovery pipeline of long-acting bispecific antibodies targeting validated biology in respiratory and dermatological conditions. We will continue to incur significant research and development and other expenses related to our preclinical and clinical development of WIN378 and WIN027 and ongoing operations. As a result, we are not profitable and have incurred losses in each period since our inception. Net losses and negative cash flows have had, and will continue to have, an adverse effect on our shareholders' deficit and working capital. Our net losses totaled $48.3 million for the year ended December 31, 2025 and $1.2 million for the period from our incorporation to December 31, 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $50.6 million. For the six months ended June 30, 2026, we incurred a net loss of $42.6 million. As of June 30, 2026, we had an accumulated deficit of $93.2 million. We expect to continue to incur significant losses for the foreseeable future, and we expect these losses to increase as we continue our research and development of, and seek regulatory approvals for, WIN378 and WIN027 in multiple indications.

We anticipate that our expenses will increase substantially if, and as, we:

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As of December 31, 2025, June 30, 2026, we had cash, cash equivalents and

and marketable securities in the amount of $140.0 $207.3 million. Based upon our current operating plan, we believe that the net proceeds from this offering together with our existing cash, cash equivalents and marketable securities will enable us to fund the completion of POLARIS-1, our ongoing Phase 2/3 pivotal clinical trial and our confirmatory POLARIS-2 Phase 3 trial evaluating WIN378 in patients with moderate-to-severe uncontrolled asthma, fund our Phase 2b study for WIN027, our bispecific programs, and our operating expenses and capital expenditure requirements through . We have based this estimate on assumptions that may prove to be wrong, and we could expend our available capital resources sooner than we expect. We may also raise additional financing on an opportunistic basis in the future. For example, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. Attempting to secure additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop WIN378, WIN027 or our potential future product candidates. Our future capital requirements will depend on many factors, including but not limited to:

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Kelun-HBM Agreement and the Qyuns Agreement, we are obligated to make significant payments to our licensors across the full development and commercialization lifecycle of WIN378 and WIN027. Under the Kelun-HBM Agreement, we may be required to pay Kelun and HBM aggregate development milestone payments of up to $330 million for WIN378, aggregate sales milestone payments of up to $600 million per product upon achievement of specified annual net sales thresholds, and low single-digit to low double-digit double-digits tiered royalties (a spread of not more than 5 percentage points) on net sales of WIN378 in our licensed worldwide territory (excluding Greater China and several Southeast and West Asian countries). In addition, under the Kelun-HBM Agreement, following the completion of this offering, we may elect, subject to certain conditions, to satisfy up to 50% of the remaining of each of our first seven development milestone payments, which is up to $73.75 million, payable under the Kelun-HBM Agreement by issuing our common shares, rather than in cash; provided that each of Kelun and HBM may not hold, in the aggregate, 20% or more of our outstanding share capital on a fully diluted basis as a result of such equity issuance. Any such issuance of common shares in satisfaction of milestone payments would dilute the ownership interests of our existing shareholders. Under the Qyuns Agreement, we may be required to pay Qyuns aggregate development milestone payments of up to $100 million for WIN027, aggregate sales milestone payments of up to $570 million upon achievement of specified annual net sales thresholds, and mid-single digit to high-single digit tiered royalties on net sales of WIN027 in our licensed worldwide territory (excluding Greater China).

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We may seek to grow our business

We may seek to grow our business through acquisitions or investments in new or complementary businesses, products or technologies, through the licensing of products or technologies from third parties or other strategic alliances. The failure to manage acquisitions, investments, licenses or other strategic alliances, or the failure to integrate them with our existing business, could have a material adverse effect on our operating results, dilute our shareholders' ownership, increase our debt or cause us to incur significant expense.

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The results observed from preclinical studies or early-stage clinical trials of WIN378, WIN027, or any other potential future product candidates may not necessarily be predictive of the results of later-stage clinical trials that we conduct. Similarly, positive results from such preclinical studies or early-stage clinical trials may not be replicated in our subsequent clinical trials. For instance, results observed in the Phase 1 clinical trial for WIN378—including the extended half-life supporting twice-yearly subcutaneous dosing, a low rate of antidrug antibodies, and favorable safety and tolerability profile results up to the highest dose tested—may not translate to similar safety or efficacy results in our ongoing POLARIS Phase 2/3 study in patients with asthma or our SIRIUS Phase 2 study in patients with COPD. Similarly, results observed in our ongoing Phase 1 clinical trial for WIN027 and planned future studies in atopic dermatitis and COPD may not be replicated in any subsequent clinical trials for that product candidate. Furthermore, WIN378, WIN027, or any other potential future product candidates may not be able to demonstrate similar activity or adverse event profiles to other product candidates or approved therapies that we believe may have comparable profiles. In addition, in our planned future clinical trials, we may utilize clinical trial designs or dosing regimens that have not been tested in prior clinical trials for these product candidates, including novel trial designs intended to evaluate the twice-yearly dosing interval of WIN378 or the dual blockade of TSLP and IL-13 by WIN027 in pivotal settings.

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In addition, the EU pharmaceutical legislation has been undergoing a complete review process, in the context of the Pharmaceutical Strategy for Europe initiative, launched by the European Commission in November 2020. The European Commission's proposal for revision of several legislative instruments related to medicinal products was published on April 26, 2023. The proposed changes were since discussed and negotiated by the European Parliament and the Council of the EU as part of the EU ordinary legislative process. A provisional agreement has been reached by the European Parliament and Council of the EU on the proposed revisions on December 11, 2025. Following positive votes endorsement of the compromise texts by Members States the Council's Committee of Permanent Representatives, or COREPER, and approval by the European Parliament Parliament's Committee on the provisional agreement Public Health, or SANT, in March 2026, the proposed revisions (affecting the duration of regulatory data protection and market protection, including for orphan medicinal products, revising the eligibility for expedited pathways, etc.) must now be formally adopted by the Ministers Council of Health in the Employment, Social Policy, Health and Consumer Affairs Council, or EPSCO, EU and the European Parliament in plenary, currently anticipated in the fourth quarter of by fall 2026. The proposed changes are not expected to become applicable before the fourth quarter of 2028 and but may however have a significant impact on the pharmaceutical industry and our business in the long term.

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Our amended and restated articles of association provide for conditional share capital for financing, acquisitions and other purposes, excluding the advance subscription rights and pre-emptive subscription rights of our existing shareholders, which may result in a dilution of our existing shareholders.

Our amended and restated articles of association provide for conditional share capital for financing, acquisitions and other purposes in an amount equal to approximately % of our outstanding share capital. Common shares may be issued out of this conditional capital through the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire shares or through obligations to acquire common shares, which are granted to or imposed on shareholders in connection with bonds, notes, options, warrants or other financial instruments issued by us or any of our group companies. Our amended and restated articles of association provide for an exclusion of the advance subscription rights of our shareholders in connection with the issuance of any such financial instruments and the exclusion of the pre-emptive subscription rights of our shareholders in connection with the issuance of common shares upon exercise of any such financial instruments. See "Description of Share Capital and Articles of Association—Certain Important Provisions of our Articles of Association, Organizational Regulations and Swiss Law—Our Conditional Share Capital" included elsewhere in this prospectus. Such shares may be issued at a price below the respective stock exchange price, and such financial instruments may be issued below their intrinsic value. As a result, our existing shareholders may experience significant dilution of their ownership interests if and when such financial instruments are issued and subsequently converted into or exercised for our common shares. This may adversely affect the per share value of our common shares.

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We have never declared

We have never declared or paid dividends, whether in cash, in kind or otherwise, since our incorporation. Even if future operations lead to significant levels of distributable profits, we currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. We do not intend to declare or pay any dividends in the foreseeable future, and we may never be able to do so. Any proposal of our board of directors to the general meeting of shareholders to pay future dividends will be at the discretion of our board of directors after taking into account various factors, including our business prospects, cash requirements, financial performance and new product development, and subject to approval by the general meeting of shareholders. In addition, payment of future dividends is subject to certain limitations pursuant to Swiss law. See "Description of Share Capital and Articles of Association—Dividends and Other Distributions" included elsewhere in this prospectus. Also, we are a holding company with no material direct operations. As a result, we would be largely dependent on dividends or other distributions from our subsidiaries in order to pay a dividend. Our subsidiaries are subject to legal requirements of their respective jurisdictions of incorporation that may restrict their paying dividends or making other distributions to us. As a result, investors cannot rely on dividend income from our common shares and any investment return on our common shares will depend upon increases in the value for our common shares, which is not certain.

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Swiss law reserves for approval by

We may not be able to

We must meet certain financial and liquidity

Swiss law reserves for approval by shareholders certain corporate actions over which a board of directors would have authority in some other jurisdictions. For example, the payment of dividends and the cancellation of treasury shares must be approved by shareholders (other than a cancellation of treasury shares within a capital range). Swiss law also requires that our shareholders themselves resolve to, or authorize our board of directors to, increase our share capital or cancel treasury shares. While our shareholders may resolve to create a capital range and thereby authorize our board of directors to issue new shares or cancel treasury shares without additional shareholder approval, Swiss law limits this authorization to 50% of the share capital registered in the commercial register of the Canton of Basel-Stadt, Switzerland, at the time of the authorization. The authorization, furthermore, has a limited duration of up to five years and must be renewed by the shareholders from time to time thereafter (or in the event of an earlier lapse of the capital range in accordance with Swiss law) in order to be available for raising capital. Additionally, subject to specified exceptions, including exceptions explicitly described in our articles of association, Swiss law grants subscription rights to existing shareholders to subscribe for new issuances of shares, which may be limited or withdrawn under certain conditions. Swiss law also does not provide as much flexibility in the various rights and regulations that can attach to different classes of shares as do the laws of some other jurisdictions. These Swiss law requirements relating to our capital management may limit our flexibility, and situations may arise where greater flexibility would have provided benefits to our shareholders. See "Description of Share Capital and Articles of Association" included elsewhere in this prospectus.

Shareholders outside of the

Shareholders outside of the United States may not be able to exercise subscription rights in future issuances of equity or other securities that are convertible into equity.

Under Swiss corporate law, shareholders may receive certain subscription rights to subscribe on a pro-rata basis for issuances of equity securities or other securities that are convertible into equity securities. Due to the laws and regulations in certain jurisdictions, however, shareholders who are not residents of the United States may not be able to exercise such rights unless we take action to register or otherwise qualify the rights offering, including, for example, by complying with prospectus requirements under the laws of that jurisdiction.

Due to the laws and regulations in certain jurisdictions, however, shareholders who are not residents of the United States may not be able to exercise such rights unless we take action to register or otherwise qualify the rights offering, including, for example, by complying with prospectus requirements under the laws of that jurisdiction. There can be no assurance that we will take any action to register or otherwise qualify an offering of subscription rights or shares under the laws of any jurisdiction other than the United States where the offering of such rights is restricted. If shareholders in such jurisdictions were unable to exercise their subscription rights, their ownership interest in us will be diluted.

We may not be able to satisfy listing requirements of Nasdaq or obtain or maintain a listing of our common shares on Nasdaq.

We must meet certain financial and liquidity criteria in order to list our common shares on Nasdaq. If we violate Nasdaq's listing requirements, our common shares may be delisted. If we fail to meet any of Nasdaq's listing standards, our common shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing and may therefore propose to the general meeting of shareholders to approve a delisting of our common shares. A delisting of our common shares from Nasdaq may materially impair our shareholders' ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares. The delisting of our common shares could significantly impair our ability to raise capital and the value of your investment.

Other General Risks and Our Status as a Swiss Company with Foreign Private Issuer Status Unfavorable global economic and geopolitical conditions could adversely affect our business, financial condition, results of operations and share price.

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We are currently in the process of

We are currently in the process of transferring the manufacturing of WIN378 clinical trial material from Kelun's facilities in the PRC to contract manufacturing organizations in the United States. Qyuns continues to manufacture WIN027 clinical trial material at its facilities in the PRC. We plan to transfer the manufacturing of WIN027 clinical trial material to contract manufacturing organizations outside of the PRC. To the extent WIN378 and/or WIN027 clinical trial material continues to be manufactured in the PRC pending such a transfer, and if Kelun or Qyuns were to be designated as a "biotechnology company of concern," our ability to access federal funding in connection with that manufacturing relationship could be adversely affected. Any additional executive action, legislative action or potential sanctions with the PRC could materially impact our current manufacturing collaborators, Kelun and Qyuns, and our agreement with them. We continue to assess the legislation as it develops to determine the effect, if any, on our contractual relationships. Furthermore, any disruptions to our supply chain as a result of unfavorable global economic conditions, including due to geopolitical conflicts or public health crises, could negatively impact the timely execution of our ongoing and future clinical trials.

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The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to civil or criminal enforcement actions in the United States or foreign jurisdictions related to compliance with trade regulations. Foreign governments may also adopt non-tariff measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S. entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. Foreign governments may also take other retaliatory actions against U.S. entities, such as decreased intellectual property protection, increased enforcement actions, or delays in regulatory approvals, which may result in heightened international legal and operational risks. In addition, the United States and other governments have imposed and may continue to impose additional sanctions, such as trade restrictions or trade barriers, which could restrict us from doing business directly or indirectly in or with certain countries or parties and may impose additional costs and complexity to our business.

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We expect the rules and regulations applicable to

As a public company, We will incur significant increased costs as a

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In connection with this offering, we became subject to the reporting requirements of the Exchange Act, which require, among other things, that we file with the Securities and Exchange Commission, or SEC, annual and current reports with respect to our business and financial condition.

legal, accounting and other expenses that we did not incur as a private company. In connection with this offering, we became subject to the reporting requirements of the Exchange Act, which require, among other things, that we file with the Securities and Exchange Commission, or SEC, annual and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act was enacted. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of this offering. Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. In addition, in Switzerland, certain legislation affecting public companies will impose additional disclosure and compliance requirements on us, including in respect of executive compensation.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have an adverse effect on our business. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or on our executive committee. In addition, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

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becoming a publicly traded company, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 20-F.

Our disclosure controls and

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be reevaluated frequently. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. In connection with this offering, we intend to begin the process of documenting, reviewing and improving our internal controls and procedures for compliance with Section 404 of the Sarbanes-Oxley Act, which will require annual management assessment of the effectiveness of our internal control over financial reporting. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares.

Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares.

Upon becoming a publicly traded company, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 20-F. However, for as long as we are an emerging growth company or a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years following completion of this initial public offering. An independent assessment of the effectiveness of our internal controls over financial reporting could detect problems that our management's assessment might not. Undetected material weaknesses in our internal controls over financial reporting could lead to restatements of our financial statements and require us to incur the expense of remediation.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

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As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of our common shares.

We are a foreign private issuer, as defined in the SEC's rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers, directors and significant shareholders are exempt from the "short-swing" profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we expect to file financial reports on an annual and semi-annual basis, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and will not be required to file quarterly reports on Form 10-Q under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there will be less publicly available information concerning our company than there would be if we were not a foreign private issuer.

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As a foreign private issuer, we are required to comply with Rule

As a foreign private issuer, we are required to comply with Rule 10A-3 of the Exchange Act, relating to audit committee composition and responsibilities. Under Swiss law, the audit committee may only have an advisory role and appointment of our statutory auditors, in particular, must be decided by the shareholders at our annual general meeting. Therefore, our shareholders may be afforded less protection than they otherwise would have under Nasdaq's corporate governance standards applicable to U.S. domestic issuers. For an overview of our corporate governance practices, see "Management—Corporate Governance Practices."

We may lose our foreign

We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.

While we currently qualify as a foreign private issuer,

While we currently qualify as a foreign private issuer, the determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2027. In the future, we could lose our foreign private issuer status if we fail to meet the requirements necessary to maintain our foreign private issuer status as of the relevant determination date. We will remain a foreign private issuer until such time that more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. For additional information relating to our principal shareholders, see "Principal Shareholders." Furthermore, on June 4, 2025, the SEC published a Concept Release highlighting potential amendments to the foreign private issuer definition, such as updating eligibility requirements or adding foreign stock exchange trading volume and listing criteria. If we lose our status as a foreign private issuer due to new requirements adopted by the SEC or because we no longer meet the current definition, or if certain of the exemptions currently available to foreign private issuers will be cancelled or limited, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described herein and exemptions from procedural requirements related to the solicitation of proxies.

(ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. For additional information relating to our principal shareholders, see "Principal Shareholders." Furthermore, on June 4, 2025, the SEC published a Concept Release highlighting potential amendments to the foreign private issuer definition, such as updating eligibility requirements or adding foreign stock exchange trading volume and listing criteria. If we lose our status as a foreign private issuer due to new requirements adopted by the SEC or because we no longer meet the current definition, or if certain of the exemptions currently available to foreign private issuers will be cancelled or limited, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described herein and exemptions from procedural requirements related to the solicitation of proxies.

We are eligible to be treated

We are eligible to be treated as an "emerging growth company" and a "smaller reporting company" and our election of reduced reporting requirements applicable to emerging growth companies and smaller reporting companies may make our common shares less attractive to investors.

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We may be a "passive foreign investment

investment company" for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors.

on the nature of our income and the estimated value and composition of our assets, we do not believe we were a passive foreign investment company, or PFIC, during the taxable year ended December 31, 2025. Generally, for any taxable year, if at least 75% of our gross income is passive income, or at least 50% of the value of our assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce passive income or are held for the production of passive income, including cash, we would be characterized as a PFIC for U.S. federal income tax purposes. For purposes of these tests, passive income includes, among other things, dividends, interest, net gains from the sale or exchange of investment property, and rents or royalties other than rents or royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Cash and cash equivalents are generally treated as passive assets. Goodwill is treated as an active asset to the extent associated with business activities that produce active income. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the equity interests of another corporation or partnership is treated as if it held its proportionate share of the assets of the other corporation or partnership, and received directly its proportionate share of the income of the other corporation or partnership. Equity interests of less than 25% by value in any other corporation or partnership are generally treated as passive assets, regardless of the nature of the other corporation or partnership's business. If we are a PFIC for any taxable year in which a U.S. Holder (as defined in "Material U.S. Federal Income Tax Considerations for U.S. Holders") holds our common shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder including increased tax liability on disposition gains and certain "excess distributions" and additional reporting requirements. See "Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Consequences" included elsewhere in this prospectus.

Whether we are a PFIC for any taxable year will depend

Whether we are a PFIC for any taxable year will depend on the composition of our income and the composition, nature and value of our assets from time to time (including the value of our goodwill, which may be determined in large part by reference to the market price of our common shares from time to time, which could fluctuate considerably and increase our risk of being a PFIC). The composition of our income and assets is also affected by how we spend the cash we raise in any offering, including this offering. Furthermore, whether and to which extent our income and assets, including goodwill, will be characterized as active or passive will depend on various factors that are subject to uncertainty, including our future business plans and the application of laws that are subject to varying interpretation. As a result, there can be no assurance that we will not be treated as a PFIC for the current or any future taxable year and our U.S. counsel expresses no opinion with respect to our PFIC status for any prior, current or future taxable year. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the Internal Revenue Service, or the IRS, will agree with our conclusion and that the IRS would not successfully challenge our position. Each U.S. Holder is strongly urged to consult its tax advisor regarding these issues and any available elections to mitigate such tax consequences.

Each U.S. Holder is strongly urged to consult its tax advisor regarding these issues and any available elections to mitigate such tax consequences.

We may be unable to carry forward existing tax losses.

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Furthermore, any Swiss tax loss carryforwards

Furthermore, any Swiss tax loss carryforwards that we report in our tax returns are subject to review and confirmation by the competent Swiss tax authorities in their tax assessment of the tax year for which the tax loss carryforwards are used to offset taxable income. Consequently, we are exposed to the risk that the competent Swiss tax authorities may not accept the reported tax loss carryforwards in part or in their entirety. Any limitations in our ability to use tax loss carryforwards to offset taxable income could adversely affect our financial condition.

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Use of proceeds 1 change

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Approximately $ million to fund our Phase 2 trials of WIN027 in COPD and atopic dermatitis through ;

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Capitalization 3 changes

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Shareholders' (deficit) equity

Shareholders' equity

Preferred shares (Series A preferred shares, Series A junior preferred shares and Series B preferred shares), par value CHF 0.01 per share; shares issued and outstanding, actual; shares issued and outstanding, pro forma and shares issued and outstanding, pro forma as adjusted 265,724 Common shares, par value CHF 0.01 per share shares issued and outstanding, actual; shares issued and outstanding, pro forma and shares issued and outstanding, pro forma as adjusted Share capital Treasury shares Reserves (1 (93,195 ) Accumulated losses 265,724 Total shareholders' (deficit) equity Total capitalization 290,736 (1) CHF amounts contained in this table have been translated into U.S. dollars at the rate of CHF1.00 to $ , solely for the convenience of the reader, which was the noon buying rate of the Federal Reserve Bank of New York on June 30, 2026.

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MD&A 114 changes

We are a clinical-stage biotechnology company developing

the following discussion of our financial condition and results of operations in conjunction with our audited consolidated financial statements as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from July 5, 2024 (inception) to December 31, 2024, and the related notes thereto included elsewhere in this prospectus and in conjunction with our unaudited condensed consolidated interim financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in sections titled "Risk Factors" and "Special Note Regarding Forward-Looking Statements." The audited consolidated financial statements as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from July 5, 2024 (inception) to December 31, 2024, or the 2024 period, and the unaudited condensed consolidated interim financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, were prepared in accordance with the IFRS, as issued by the IASB and IAS 34, respectively. As permitted by the applicable rules of the SEC for foreign private issuers, using IFRS, as issued by the IASB, we do not reconcile our consolidated financial statements to U.S. GAAP.

We are a clinical-stage biotechnology company developing long-acting and ultra-long-acting antibody medicines for patients with serious respiratory and dermatologic diseases, including asthma, COPD, and atopic dermatitis. We estimate these diseases collectively represent a $60 billion opportunity for biologic therapies, as we believe that the majority of patients eligible to receive biologic treatment for these diseases remain untreated, and there are significant unmet needs to treat a broader population of patients, improve efficacy, and improve dosing convenience and adherence to treatment. We estimate that these diseases collectively affect more than 100 million people in the United States, EU5, and Japan and more than 8 million are eligible for biologics treatment.

Our product candidates,

Our product candidates, WIN378 and WIN027, target clinically validated disease pathways and are engineered to remain in the body for extended periods of time, enabling less frequent dosing than currently available treatments. This design feature is combined with additional properties that may result in improved efficacy or safety. Such properties include including enhanced target affinity, dual target binding or effector function silencing. We believe our product candidates have the potential to deliver better clinical outcomes while offering the convenience of less frequent dosing than currently available treatments.

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WIN027 is currently in a Phase 1 healthy volunteer study with INDs open in the United States, Australia and the PRC, assessing safety and pharmacokinetics. We plan to initiate two global Phase 2 studies with our partner Qyuns—a potentially pivotal Qyuns— a Phase 2 dose-ranging study in COPD, fully powered on the registrational endpoint of exacerbation rate ratio, is planned to begin in the first half of 2027, and an atopic dermatitis study is planned to begin the second half of 2026. We expect that the next data readout for WIN027 will be the full Phase 1 topline results in healthy volunteers in the second first half of 2026. 2027.

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During the year ended December 31, 2025, we generated a net loss of $48.3 million. For the six months ended June 30, 2026, we have generated a net loss of $42.6 million, and a net loss of $22.8 million in the six months ended June 30, 2025. We expect to continue to incur significant losses and that our expenses and operating losses will continue to increase for the foreseeable future if and as we:

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identify and contract with additional contract research organizations, CROs, contract development manufacturing organizations, or CDMOs, and other suppliers and manufacturers;

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On December 31, 2024, we, through

On December 31, 2024, we, through our Swiss subsidiary, Windward Bio AG, entered into a License and Collaboration Agreement with Kelun and HBM, and the agreement became effective on January 30, 2025. Under the agreement, we received a license, or our WIN378 License, to certain antibodies targeting TSLP to be used in the development of products for use in the treatment of conditions such as asthma. The WIN378 License allows us to manufacture, develop and commercialize products globally, excluding certain Asian countries and territories, such excluded countries including Greater China, which are reserved to Kelun and HBM.

As consideration for the WIN378 License, we made upfront payments of cash and equity interests to Kelun and HBM. Such upfront payments totaled $40.0 million, $20.0 million of which was paid in cash, and the remaining $20.0 million paid in our Series A junior preferred shares, equity interest, during the year ended December 31, 2025.

We may be required to make additional payments to Kelun and HBM based on the occurrence or non-occurrence of future events, including development milestones of up to $330.0 million for WIN378, as well as sales-related milestones of up to $600.0 million. Additionally, we may be required to pay tiered royalties through six tiers, ranging from low single digits to low double-digit royalties double-digits (a spread of not more than 5 percentage points) on net sales of WIN378 products, to Kelun and HBM.

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On June 9, 2026, we achieved the

On June 9, 2026, we achieved the second development milestone associated with the WIN378 License, which required us to make a payment to Kelun and HBM, in total, of $5.0 million. during The six months ended June 30, second development milestone payment of $5.0 million was paid in July 2026.

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As consideration for the WIN027 License, we made payments of cash and equity interests to Qyuns and its affiliates, totaling $30.0 million, $15.0 million was paid in cash, and the remaining $15.0 million was paid in our Series A junior preferred shares equity interest in the first quarter of 2026.

We may be required to make additional

additional payments to Qyuns based on the occurrence or non-occurrence of future events, including development milestones of up to $100.0 million, as well as sales-related milestones of up to $570.0 million. Additionally, we may be required to pay mid-single digit to high-single digit tiered royalties to Qyuns.

Additionally, we may be required to pay mid-single digit to high-single digit tiered royalties to Qyuns.

Affecting the Comparability of Results of Operations

Factors Affecting the Comparability of Results of Operations Our business was incorporated on July 5, 2024 and as such, financial conditions and results of operation for the period from July 5, 2024 to December 31, 2024, or the 2024 period, does not represent an entire twelve-month fiscal year. As such, the year ended December 31, 2025 and the 2024 period are not directly comparable. At that time of our inception, we were in the early stages of organizational activity and the nature of our expenses incurred differed from the expenses incurred more recently in the normal course of our business.

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To date, we have not generated any revenue from product

Our operating expenses consist of

To date, we have not generated any revenue from product sales or services, and we do not expect to generate any revenue from the sale of products in the near future, if ever. If our development efforts for WIN378 or other product candidates are successful and result in regulatory approval, we may generate revenues in the future from product sales, payments from existing or potential future collaboration or license agreements with third parties, or any combination thereof.

Our operating expenses consist of (i) research and development expenses and (ii) general and administrative expenses.

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Our research and development

Our research and development expenses primarily consist of internal and external expenses incurred to support research and development activities including our clinical trials and development of future product candidates. These expenses include:

Services and materials expenses, including expenses incurred under arrangements with third party contract research organizations, contract development manufacturing organizations, third party third-party CROs, CDMOs, third-party consultants and other advisors ∎ Intellectual property and related future payments dependent on the achievement of development and regulatory milestones ∎ Personnel-related costs, including salaries, bonuses, benefits and share-based compensation for employees engaged in research and development activities ∎ Depreciation expenses related to assets used in research and development activities We do not capitalize any of these development costs that we incur, as the costs do not meet the criteria for capitalization in IFRS. Instead, we expense research and development costs as incurred. We accrue the cost of external research and development services based on an estimate of the stage of completion for such contracted services.

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estimate or know the nature, timing, or estimated costs of the efforts that will be necessary to complete the development of our product candidates.

Depreciation expense is recognized on our assets used in supporting our general and administrative functions.

We expect our general and administrative expenses

At this time, we cannot reasonably

reasonably estimate or know the nature, timing, or estimated costs of the efforts that will be necessary to complete the development of our product candidates. Currently, the Company does not track research and development expenses by program or product candidate. This is because our current activities remain in the discovery phase, where resources, personnel and external costs are shared across multiple research efforts and are not yet attributable to specific programs or product candidates in a systematic manner. We manage our research and development efforts dynamically, taking into account activities needed to support, expand and develop our product candidates. These activities include product formulation, preclinical testing, clinical studies, data analysis, pharmacovigilance and regulatory submissions. As our development programs transition into the preclinical stage and final product candidates are selected, we will begin tracking research and development expenses by product candidate.

General and administrative expenses

Our general and administrative expenses are primarily related to operating expenses such as insurance costs, travel expenses and facility expenses not otherwise included in research and development expenses , as well as expenses of external advisors, including professional fees for legal, accounting, audit, and tax services. These expenses also include salaries and benefits for our general and administrative personnel, including share-based compensation for the personnel in our executive, finance, accounting, legal, human resources, business development, information technology and other administrative areas. Depreciation expense is recognized on our assets used in supporting our general and administrative functions.

We expect our general and administrative expenses will continue to increase as we increase our headcount in order to support our ongoing research and development activities and potential commercialization of our product candidates, if approval is ultimately received. We expect to incur additional expenses associated with operating as a public company, including increased costs of accounting, audit, legal, regulatory, tax, investor relations, information technology, director and office insurance premiums and other costs associated with complying with SEC rules and regulations and listing requirements.

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We have incurred tax losses in each period and

We have incurred tax losses in each period and year since our inception. We have currently assessed that it is not probable that future taxable profits will be available against which we can use our tax losses. As such, we have not recognized any deferred tax assets. Information on our unrecognized deferred taxes is included in our consolidated financial statements included elsewhere in this prospectus.

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Depreciation expense increased by $0.1 million in the year ended December 31, 2025, compared to the period from July 5, 2024 to December 31, 2024.

Payroll expenses and

Payroll expenses and share-based compensation increased by $9.0 million in the year ended December 31, 2025 compared to the period from July 5, 2024 to December 31, 2024. This increase was primarily driven by the hiring of our first employees who focus on research and development activities, as we built out our research and development capabilities as well as the establishment of our equity incentive plans for research and development employees to allow them to participate in our equity.

Depreciation expense increased by $0.1 million in the year ended December 31, 2025, compared to the period from July 5, 2024 to December 31, 2024. This increase was primarily driven by the acquisition of additional assets required to carry out our research and development activities, including equipment used in clinical trials.

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Financial income, financial expenses and foreign exchange differences, net Our finance income was $3.6 million during the year ended December 31, 2025, compared to nil for the period from July 5, 2024 to December 31, 2024.

Financial income, financial expenses and foreign exchange differences, net Our financial income was $3.6 million during the year ended December 31, 2025, compared to nil for the period from July 5, 2024 to December 31, 2024. The increase was driven by fair value gains on financial assets measured at fair value through profit or loss and interest income earned on cash equivalents and marketable securities, both of which arose following the receipt of proceeds from our Series A financing round.

Our finance financial expense was insignificant during the year ended December 31, 2025, comprising interest expense on lease liabilities. We did not recognize any finance financial expense during the 2024 period.

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Comparison of the Six Months ended June 30, 2026 and 2025

table provides our results of operations for the six months ended June 30, 2026 and 2025:

Research and development expenses

General and administrative expenses

Foreign exchange differences, net

Loss before income taxes

Research and development expenses

Service and materials expenses

Share-based compensation

Depreciation expense

"n.m." – not meaningful

Research and development expenses

were $30.1 million for the six months ended June 30, 2026 compared to $13.3 million for the six months ended June 30, 2025. The increase in service and materials costs of $12.7 million was primarily driven by the initiation of our first Phase 2 clinical trials for WIN378 in asthma and COPD and related manufacturing activities.

Personnel expenses and share-based compensation increased by $3.9 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily driven by additional hiring and increasing headcount needed to build our team to support our research and development activities and these new employees' participation in our equity plans.

Depreciation increased by $0.2 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by the acquisition of additional assets required to carry out our research and development activities, including equipment used in clinical trials.

General and administrative

Share-based compensation

General and administrative expenses were $14.5 million for the six months ended June 30, 2026 compared to $10.0 million for the six months ended June 30, 2025. The increase was primarily driven by additional spending on external services such as legal, accounting, and other professional services, and an increase in stock-based compensation.

Personnel expenses and share-based compensation increased by $2.5 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily driven by an increase in headcount as we continue to hire and build out our administrative functions, as well as offering participation in our equity plan to these new employees.

Depreciation increased by $0.1 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily driven by our purchase of additional assets used to carry out our administrative functions.

Financial income, financial expense and foreign exchange differences, net Our financial income was $2.2 million during the six months ended June 30, 2026, compared to $0.7 million during the six months ended June 30, 2025. This increase was driven by fair value gains on financial assets measured at fair value through profit or loss and interest income earned on cash equivalents and marketable securities driven by the receipt of proceeds from the first tranche of our Series B financing round.

Our financial expense and foreign exchange differences were insignificant during the six months ended June 30, 2026 and 2025.

Our income tax was insignificant during the six months

ended June 30, 2026 and 2025.

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Since our inception, we have incurred

Since our inception, we have incurred significant operating losses and negative cash flows from our operations. We have not commercialized any of our product candidates and we do not expect to be able to generate any revenue from product sales for the next several years, if ever. Our operations have been primarily financed through the issuance of our Preferred Shares. As of the date of this prospectus, we have received gross proceeds of $310.0 million from the issuance of our Preferred Shares. As of December 31, 2025, June 30, 2026, we had cash, and cash equivalents and marketable securities of $19.8 $207.3 million.

The following table provides information regarding our cash flows for the periods presented (in thousands):

cash flows for the periods presented (in thousands):

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During the six months ended June 30, 2026, operating activities used $25.9 million of cash, resulting primarily from the net loss incurred during the six months ended June 30, 2026, partially offset by an increase in interest received of $2.2 million.

During the six months ended June 30, 2025, operating activities used $9.7 million of cash, resulting primarily from our net loss incurred during our operations in the six months ended June 30, 2025. Net cash from changes in operating assets and liabilities was primarily driven by timing of our payment of trade payables and recognition of accrued expenses primarily related to our CRO and CDMO relations.

Net cash used in operating activities for the six months ended June 30, 2026 increased by $16.2 million compared to net cash used in operating activities for the six months ended June 30, 2025. This increase was driven by an increase in net loss recognized of $19.9 million. These cash outflows were partially offset by an increase in interest received of $1.7 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

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During the year ended December 31, 2025, net cash

During the year ended December 31, 2025, net cash used in investing activities was $144.2 million, resulting primarily from outflows for the purchase of financial instruments of $194.2 million and $25.0 million of cash payments to Kelun and HBM for our WIN378 License, which includes an upfront payment of $20.0 million to Kelun and HBM and the payment of our first development-related milestone of $5.0 million. These outflows were partially offset by cash inflows from proceeds received from our financial assets.

During the 2024 period, cash flows provided by investing activities were not significant as our operations began in January 2025.

During the six months ended June 30,

2026, investing activities used $83.3 million of cash, driven primarily by outflows from the purchase of additional financial assets and the payment of cash to Qyuns for our WIN027 License. These outflows were partially offset by cash inflows from proceeds received from our financial assets.

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long-acting and ultra-long-acting antibody medicines for patients with serious respiratory and dermatologic diseases, including asthma, COPD, and atopic dermatitis. We estimate these diseases collectively represent a $60 billion peak market opportunity for biologic therapies, as we believe the majority of patients eligible to receive biologic treatment for these diseases remain untreated. Our product candidates can potentially address this significant unmet need, allow for treatment of a broader population of patients improve efficacy and improve dosing convenience, outcomes and adherence to treatment. We estimate that these diseases collectively affect more than 100 million people in the United States, EU5, and Japan, and more than 8 million patients are eligible for biologics treatment.

Our product candidates, WIN378 and WIN027, target clinically validated disease pathways and are engineered to remain in the body for extended periods of time, enabling less frequent dosing than currently available treatments. This design feature is combined with additional properties that may result in improved efficacy or safety. Such properties include including enhanced target affinity, dual target binding or effector function silencing. We believe our product candidates have the potential to deliver better clinical outcomes while offering the convenience of less frequent dosing than currently available treatments.

Our lead program, WIN378, is a fully human monoclonal antibody that inhibits thymic stromal lymphopoietin, or TSLP. TSLP is positioned upstream of multiple inflammatory pathways and is a clinically validated target in respiratory disease. We believe WIN378 has best-in-disease the potential to be a differentiated treatment in asthma and COPD based on a number of factors:

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higher rates of annualized asthma exacerbation reductions in high eosinophil subpopulations, a commonly used biomarker of inflammation, versus treatment targeting IL-4Ra.

higher rates of annualized exacerbation reductions compared to other biologics approved to treat asthma.

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WIN378 is currently being evaluated in POLARIS-1, a Phase 2/3 study in severe uncontrolled asthma. An interim analysis from the Phase 2 portion of the study is expected in the second half of 2026 and the primary study results at week 24 are expected in the first half of 2027. The final study results at week 48 will be available in the second half of 2027. If successful, we plan to initiate the Phase 3 portion of POLARIS-1 is expected to begin in the second half of 2026 with topline results at week 48 expected in the second half of 2028, and we also plan to initiate a second Phase 3 study (POLARIS-2) is planned to begin in the first half of 2027 with topline results expected in the second half of 2029.

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Based on publicly available information regarding competitors' development timelines, we believe WIN378 has the potential to be the first-to-market ultra-long-acting treatment targeting TSLP.

Based on published and public statements from other companies as well as results from trials to date in which WIN378 was well tolerated in patients and no serious adverse events deemed to be study-related were reported, we believe that WIN378, if it produces favorable safety and efficacy data in future pivotal trials, has the potential to be the first ultra-long-active treatment targeting TSLP to seek approval in the United States. However, the results from early trials of a product candidate may not be predictive of the results that will be obtained in later stage trials of the product candidate.

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WIN027 is currently in a Phase 1 healthy volunteer study assessing safety and pharmacokinetics, with initial pharmacokinetic data expected in the second half of 2026.

We plan to initiate multiple Phase 2 studies, including a globally conducted, potentially pivotal dose-ranging study in COPD planned to begin in the first half of 2027 and an atopic dermatitis study conducted with our partner Qyuns to begin in the second half of 2026 for which we expect initial data by the second half of 2027.

In the coming 24 months, we expect a significant number of catalysts including seven data readouts, as follows:

Our pipeline also includes earlier-stage bispecific antibody research programs aimed at novel target combinations.

WIN027 is currently in a Phase 1 healthy volunteer study with INDs open in the United States, Australia and the PRC assessing safety and pharmacokinetics. We expect that the next data readout for WIN027 will be full results of this study in the first half of 2027. Based on blinded interim data as of June 2026, we have observed a 62-day half-life, low immunogenicity, and favorable safety results, with full pharmacokinetic and immunogenicity data expected in the first half of 2027.

If the Phase 1 healthy volunteer study is successful, we plan to initiate multiple Phase 2 studies, including a globally conducted, dose-ranging study in COPD, fully powered on the registrational endpoint of exacerbation rate ratio, in the first half of 2027. Our Phase 2b trial is designed with registrational-quality features, including treatment period, exacerbations as primary endpoint, appropriate key secondary endpoints including lung functional, hierarchical type 1 error control, independent data and safety monitoring, and a population aligned with the intended indication. If the Phase 1 healthy volunteer study is successful, we also plan to initiate an atopic dermatitis study conducted with our partner Qyuns in the second half of 2026. Additionally, based on our knowledge, Qyuns plans to initiate their Phase 2 studies in asthma and CRSwNP in the PRC in the second half of 2026.

We believe the central roles of TSLP and IL-13 in

We believe the central roles of TSLP and IL-13 in epithelial-driven inflammation position us to expand our franchise beyond our initial focus on asthma, COPD, and atopic dermatitis, both through entry into adjacent indications and through broader use across the severity spectrum within our core diseases. Potential future indications supported by the underlying biology include chronic rhinosinusitis with nasal polyps, eosinophilic esophagitis, chronic spontaneous urticaria, and other type-2-mediated allergic and inflammatory diseases, as well as combination or sequencing strategies across WIN378 and WIN027.

Additional bispecific programs are in the lead optimization phase. The current program is a next-generation bispecific targeting T2 and non-T2 pathways. A lead has been identified and selected, with potential across skin and respiratory indications, including atopic dermatitis, asthma, and COPD and other inflammatory and fibrotic skin and lung diseases. The lead format demonstrating benchmark-comparable affinity, cellular potency and manufacturability has been selected and is currently being engineered for half-life extension prior to characterization in nonhuman primate studies.

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We have not generated any product revenue to date and have

We have not generated any product revenue to date and have funded our operations principally through private placements of equity. As of December 31, 2025, June 30, 2026, we had cash, cash equivalents and marketable securities of $140.0 $207.3 million.

Our goal is to develop, obtain regulatory approval, and commercialize potential best-in-disease potentially novel immunology therapeutics for patients underserved by today's standard of care in asthma, COPD, atopic dermatitis, and other immunological conditions. We estimate that these diseases collectively affect approximately 100 million people in the United States, EU5, and Japan and more than 8 million are eligible for biologics treatment. Based on our internal estimates, we believe this represents an estimated $60 billion peak market opportunity for biologic therapies. Key elements of our novel approach, which we believe has the potential to improve the outcomes of the current generation of biologics in addressing these inflammatory lung and skin diseases for these patients, are below.

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We develop differentiated, next-generation biologics with the potential to set new standards of efficacy and dosing convenience and outcomes. Key attributes of our programs are summarized below.

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Improved in vitro potency and affinity that may translate into enhanced clinical effects . Our programs have been designed to meet or exceed the potency and affinity for clinically validated targets including currently approved standards of care. These properties are intended to maximize target engagement and support differentiated efficacy and dosing profiles.

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We integrate commercial strategy into our

We use our team's extensive drug development expertise to inform and accelerate the advancement of our product candidates. Our management team has substantial experience advancing novel therapeutics from early development through regulatory approval and commercialization. We intend to leverage this experience to efficiently execute our clinical development plans and maximize the potential of WIN378, WIN027 and future pipeline programs.

We integrate commercial strategy into our development programs to maximize the value of our molecules. We holistically evaluate the scientific, technical, clinical, and commercial strategy and plans for each of our programs and our portfolio to ensure we are advancing differentiated programs to address the significant unmet needs in immunology.

Our mission is to transform the treatment paradigm for patients living with chronic inflammatory diseases through the development of differentiated biologic therapies targeting validated disease pathways. We are advancing a portfolio of long-acting and ultra-long-acting antibody-based product candidates designed to improve clinical outcomes, increase convenience for patients and expand access to biologic treatment across large, underserved patient populations, with an initial focus on respiratory and dermatological diseases. The key elements of our strategy include:

Advance WIN378, our lead ultra-long-acting anti-TSLP monoclonal antibody, through accelerated clinical development for the treatment of asthma, a severe disease with low adherence to short-acting biologics. We believe WIN378 has the potential to be a best-in-disease differentiated anti-TSLP therapy based on its potent inhibition of a clinically validated target, twice-yearly dosing profile, low immunogenicity and unique dual-site binding to the TSLP ligand. Through our ongoing Phase 2/3 POLARIS-1 asthma study, we aim to establish WIN378 as a differentiated treatment option for patients with severe asthma, including those with low eosinophil counts who remain underserved by current biologic therapies. We expect interim results from the Phase 2 portion of POLARIS-1 in the second half of 2026 and the primary analysis at week 24 in the first half of 2027. The final study results at week 48 will be available in the second half of 2027. The Phase 3 portion of the study is expected to begin in the second half of 2026 with topline results at week 48 expected in the second half of 2028. A second Phase 3 study in asthma (POLARIS-2) is planned to begin in the first half of 2027 with topline results expected in the second half of 2029. Based on publicly available information regarding competitors' development timelines, we believe WIN378 has the potential to be the first-to-market ultra-long-acting treatment targeting TSLP.

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Advance WIN027, our long-acting anti-TSLP anti-IL-13 bispecific antibody, through clinical development for the treatment of COPD and atopic dermatitis, diseases in which there is the potential for significant improvement in efficacy over currently approved biologics . We believe dual blockade of TSLP and IL-13 may provide deeper and more durable disease control than inhibition of either pathway alone. We are advancing WIN027 through an ongoing Phase 1 trial in healthy volunteers. with results expected in the second half Based on blinded interim data as of June 2026, we plan to initiate have observed a Phase 2 study in atopic dermatitis in the second half of 2026 with topline 62-day half-life, low immunogenicity, and favorable safety results, in the second half of 2027. We also plan to initiate a Phase 2b, potentially pivotal study, in COPD with full pharmacokinetic and immunogenicity data expected in the first half of 2027.

We plan to initiate a Phase 2 study in atopic dermatitis in the second half of 2026 with topline results in the second half of 2027. We also plan to initiate a Phase 2b in COPD, fully powered on the registrational endpoint of exacerbation rate ratio, in the first half of 2027.

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Our decision to pursue any

Our decision to pursue any of these opportunities will depend on the outcome of our ongoing and planned clinical trials, further clinical evaluation in the relevant indications, and regulatory feedback.

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To date, Windward Bio has raised up to $365.0 million by way of equity financings, led by top-tier global healthcare investors including OrbiMed, Novo Holdings, SR One, Omega Funds, Blue Owl Healthcare Opportunities and RTW Investments. RA Capital Management, Janus Henderson Prospective investors should not rely on the investment decisions of our existing investors, as these investors may have different risk tolerances and Sanofi Ventures. have received their shares in prior offerings at prices lower than the price offered to the public in this offering. See " Related Party Transactions " for more information.

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WIN378 is an ultra-long-acting and potentially

best-in-disease Windward Bio holds global rights to WIN378 excluding China and certain Asian markets ** Exclusivity based on pending applications and anticipated patent extensions WIN378 is an ultra-long-acting and potentially novel fully human monoclonal antibody that is designed to inhibit the TSLP ligand. This clinically validated target plays a key role in the development and progression of a wide array of immunological diseases, including asthma and COPD. WIN378 has been engineered to achieve half-life extension and silenced effector function. In preclinical studies, WIN378 has been observed to have greater potency than the currently approved anti-TSLP treatment, has two binding sites to TSLP and fully overlaps the same binding site as Tezspire , tezepelumab. WIN378 has been studied in a Phase 1 trial, which evaluated an extended half-life that we believe may support twice-yearly dosing, demonstrated a low rate of antidrug antibodies, and was well tolerated up to the highest dose tested.

WIN378 has been studied in a Phase 1 trial, which evaluated an extended half-life that we believe may support twice-yearly dosing, demonstrated a low rate of antidrug antibodies, and was well tolerated up to the highest dose tested.

WIN378 is currently being evaluated in POLARIS-1, a Phase 2/3 study in severe uncontrolled asthma. An interim analysis from the Phase 2 dose-finding portion of the study is expected in the second half of 2026, and the primary study results at week 24 are expected in the first half of 2027. The final study results at week 48 will be available in the second half of 2027. The If successful, we plan to initiate a Phase 3 portion of POLARIS-1 is expected to begin in the second half of 2026 with topline results expected in the second half of 2028 and, we also plan to initiate a second Phase 3 study (POLARIS-2) is planned to begin in the first half of 2027 with topline results expected in the second half of 2029. Separately, a Phase 2 study of WIN378 in COPD, SIRIUS, was initiated in June 2026 with topline results expected in the second half of 2027. Based on publicly available information regarding competitors' development timelines, We believe WIN378 has have observed the potential following results in the Phase 1 clinical trial for WIN378: an extended half-life supporting twice-yearly subcutaneous dosing, a low rate of antidrug antibodies, and favorable safety and tolerability results up to be the first-to-market ultra-long-acting treatment targeting TSLP. highest dose tested. While these results may not translate to similar safety or efficacy results in our ongoing POLARIS Phase 2/3 study in patients with asthma or our SIRIUS Phase 2 study in patients with COPD, we believe WIN378 is differentiated from currently approved treatments primarily through its potential for twice-yearly subcutaneous dosing.

Based on published and public statements

from other companies as well as results from trials to date in which WIN378 was well tolerated in patients and no serious adverse events deemed to be study-related were reported, we believe that WIN378, if it produces favorable safety and efficacy data in future pivotal trials, has the potential to be the first ultra-long-active treatment targeting TSLP to seek approval in the United States. However, the results from early trials of a product candidate may not be predictive of the results that will be obtained in later stage trials of the product candidate.

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WIN027 is a long-acting, potentially best-in-disease, novel, humanized bispecific monoclonal antibody with high-binding affinity for TSLP and IL-13, two well-validated targets in immunological conditions. WIN027 has been engineered to achieve an extended half-life that enables less frequent dosing. Through this dual, long-acting inhibition, WIN027 is designed to set a new standard of efficacy in treat conditions such as COPD and atopic dermatitis, potentially delivering deeper and more durable disease control than existing biologics. WIN027 has the potential to expand our portfolio to dermatological diseases, including atopic dermatitis.

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WIN027 is currently in a Phase 1 healthy volunteer study, with multiple Phase 2 studies planned. We are conducting a global, potentially pivotal dose range finding study in COPD, which we plan to initiate in the first half of 2027. Together with our partner Qyuns, we plan to initiate an additional Phase 2 study in atopic dermatitis in the second half of 2026 with initial data expected in the second half of 2027 .

Additional bispecific programs are in the early antibody design phase targeting potentially synergistic biology for the treatment of immunological diseases.

WIN378 is initially being

By contrast, biologic

WIN027 is currently in a Phase 1 HV study with INDs open in the United States, Australia and the PRC assessing safety and pharmacokinetics. We expect that the next data readout for WIN027 will be the full Phase 1 results in the first half of 2027. Based on blinded interim data as of June 2026, we have observed a 62-day half-life, low immunogenicity, and favorable safety results, with full pharmacokinetic and immunogenicity data expected in the first half of 2027. We plan to initiate multiple Phase 2 studies. We are conducting a global, dose range finding study in COPD, fully powered on the registrational endpoint of exacerbation rate ratio, which we plan to initiate in the first half of 2027. Our Phase 2b trial is designed with registrational-quality features, including treatment period, exacerbations as primary endpoint, appropriate key secondary endpoints including lung functional, hierarchical type 1 error control, independent data and safety monitoring, and a population aligned with the intended indication. Together with our partner Qyuns, we plan to initiate an additional Phase 2 study in atopic dermatitis in the second half of 2026 with initial data expected in the second half of 2027 . Additionally, based on our knowledge, Qyuns plans to initiate their Phase 2 studies in asthma and CRSwNP in the PRC in the second half of 2026.

Additional bispecific programs are in the lead optimization phase. The current program is a next-generation bispecific targeting T2 and non-T2 pathways. A lead has been identified and selected, with potential across skin and respiratory indications, including atopic dermatitis, asthma, and COPD and other inflammatory and fibrotic skin and lung diseases. The lead format demonstrating benchmark-comparable affinity, cellular potency and manufacturability has been selected and is currently being engineered for half-life extension prior to characterization in nonhuman primate studies.

initially being developed for the treatment of respiratory diseases with a focus on asthma and COPD. WIN027 is being developed for the treatment of respiratory disease and atopic dermatitis. Although these indications encompass large and growing markets, we estimate that the biologics treatment rate among eligible patients remains low—approximately 20% in severe asthma, approximately 1% in moderate-to-severe COPD, and approximately 10% 15% in moderate-to-severe atopic dermatitis.

By contrast, biologic use is more established in certain other immune-mediated diseases. We estimate that biologic use among eligible patients averages approximately 40% across Crohn's Disease, Ulcerative Colitis, Rheumatoid Arthritis and Psoriatic Arthritis, driven in part by the length of time biologics have been on the market, the number of available treatment options, and the ability of biologics to address the unmet needs in these diseases. We believe there is potential for the biologic treatment rate to increase in asthma, COPD, and atopic dermatitis over time as more treatments become available, efficacy and dosing convenience standards improve, and treatments are indicated for more sub-populations of patients.

Despite the relatively limited

Despite the relatively limited utilization of biologic therapies in severe asthma, the asthma biologic therapeutics market is already substantial and is expected to grow as use of advanced therapies expands. In 2025, we estimate global sales of biologics for severe asthma were approximately $14 billion and we estimate they will reach $30 billion at peak in combination with COPD biologic treatment. We believe that atopic dermatitis represents a portfolio expansion opportunity beyond asthma and COPD. In 2025, global sales of biologics and novel oral treatments for atopic dermatitis were approximately $15 billion and we estimate they will reach $30 billion at peak as more eligible patients receive treatment.

We believe that therapies such as WIN378 and WIN027 are capable of addressing a broad range of patient types improving efficacy standards, and offering more convenient dosing regimens that can improve adherence to treatment and deliver enhanced real-world outcomes.

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In asthma, COPD, and atopic dermatitis; internal management estimates derived from third-party data; market opportunity represents estimates of peak global sales (ex-China).

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Per the following figure, based on placebo-adjusted data from separate clinical trials of approved biologics that are not head-to-head comparisons, TSLP blockade demonstrated the numerically largest annualized exacerbation reduction among approved mechanisms in both asthma and COPD, while IL-13 blockade demonstrated the numerically largest improvement in EASI-75 response among approved mechanisms in atopic dermatitis.

Metrics: asthma and COPD = annualized exacerbation reductions (%); atopic dermatitis = EASI-75 improvement over placebo (%) at week 16/24. Dashed line marks no difference vs placebo.

1 Castro M et al. N Engl J Med 2018; Corren

J et al. N Engl J Med 2017; Menzies-Gow A et al. N Engl J Med 2021; Bleecker ER et al. Lancet 2016; FitzGerald JM et al. Lancet 2016; Pavord ID et al. Lancet 2012; Ortega HG et al. N Engl J Med 2014; Busse W et al. J Allergy Clin Immunol 2001;

Sol r M et al. Eur Respir J 2001; 2 Bhatt SP et al. N Engl J Med 2023; Bhatt SP et al. N Engl J Med 2024; Singh D et al. Lancet Respir Med 2025; Pavord ID et al. N Engl J Med 2017; Sciurba FC et al. N Engl J Med 2025; Criner GJ et al. N Engl J Med 2019; 3 Silverberg JI et al. N Engl J Med 2023; Blauvelt A et al. Br J Dermatol 2023; Simpson EL et al. N Engl J Med 2016; Silverberg JI et al. Lancet 2024 aste=astegolimab, benra=benralizumab, dupi=dupilumab, EOS=baseline eosinophil count (cells/ L), itep=itepekimab, mepo=mepolizumab, MOA=mechanism of action, nemo=nemolizumabo, teze=tezepelumab Severe Asthma Disease Overview Asthma is a common, chronic and heterogeneous respiratory disease characterized by inflammation of the airways and respiratory symptoms that vary over time and in intensity. It can result in significant morbidity and mortality if not adequately controlled. The World Health Organization estimated that asthma impacted over 360 million people worldwide. Mortality is substantial and, importantly, largely preventable: approximately 440,000 people worldwide died from asthma in 2023, more than 1,000 deaths every day. The prevalence of asthma in the United States is approximately 28 million.

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The most important biological distinction is between type-2 and non-type-2 asthma, which is defined by the kind of inflammation present in the airways. Type-2 asthma is driven by the activation of a type-2 immune response and its signature cytokines, principally IL-4, IL-5, and IL-13. These cytokines increase production of immunoglobulin E, or IgE, the antibody central to allergic reactions; recruit and activate eosinophils, a type of white blood cell that drives airway inflammation;

Non-type-2 asthma is

The most important biological distinction is between type-2 and non-type-2 asthma, which is defined by the kind of inflammation present in the airways. Type-2 asthma is driven by the activation of a type-2 immune response and its signature cytokines, principally IL-4, IL-5, and IL-13. These cytokines increase production of immunoglobulin E, or IgE, the antibody central to allergic reactions; recruit and activate eosinophils, a type of white blood cell that drives airway inflammation; and raise the level of nitric oxide in exhaled breath. Type-2 disease itself takes more than one form. It includes allergic asthma, which is typically allergen-driven and often begins in childhood, and later-onset eosinophilic asthma, which can arise in adulthood without a clear allergic trigger. A number of biologics target this subgroup including the anti-IL-5 class (Nucala , mepolizumab; Fasenra , benralizumab; and Exdensur , depemokimab-ulaa), the anti-IL-4/IL-13 class (Dupixent , dupilumab), the anti-IgE class (Xolair , omalizumab) as well as anti-TSLP (Tezspire , tezepelumab).

Two biomarkers are used to identify and monitor

Two biomarkers are used to identify and monitor type-2 inflammation in clinical practice: the number of eosinophils in the blood, and the fraction of exhaled nitric oxide, or FeNO, a marker of type-2 airway inflammation measured in the breath. High levels of either point to type-2 disease and, importantly, help to predict which patients are likely to respond to type-2-targeted therapies. Low levels characterize non-type-2 disease.

Non-type-2 asthma is defined by the relative absence of this type-2 signature. The inflammation is instead associated with other arms of the immune system, principally Th1 and Th17 responses, and the airway inflammation is often neutrophilic rather than eosinophilic or shows little inflammatory cell infiltrate at all. As a result, patients with non-type-2 asthma tend to have lower eosinophil counts and lower exhaled nitric oxide.

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Within this severe segment, our market research indicates several key unmet needs that we believe can be addressed by our programs.

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There is a significant need for new treatments that can improve upon the efficacy of current biologics. Anti-TSLP treatment today provides approximately a 55% 56% annualized asthma exacerbation reduction. Patients receive approximately 2-26 injections a year. Our programs may be able to improve upon this standard, based on their differentiated attributes.

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1. Package inserts 2. Maddux et al. Persistence

Notes : Package inserts; Maddux et al. Persistence of Asthma Biologic Use in a US Claims Database. Ann Allergy Asthma Immunol. 2021 December; 127(6): 648–654 3. Two-year persistence and compliance with osteoporosis therapies among postmenopausal women in a commercially insured population in the United States.Arch. Osteoporos.2017,12, 22. 4. www.leqviohcp.com 5. Adherence to and Persistence with Disease-Modifying Therapies for Multiple Sclerosis Over 24 Months: A Retrospective Claims Analysis. Neurol Ther, 2022 11:337–351 Poor persistency can result in worse outcomes for patients with severe asthma, including increased exacerbations and suboptimal symptom control. A study demonstrated that patients who discontinued asthma biologics had a 47% increase in emergency department visits and a 71% increase in hospitalizations compared to patients who were fully adherent to treatment. Discontinuation of treatment also resulted in significantly increased costs. WIN378 may be able to deliver improved real-world outcomes through improved persistency that reduces the risk of exacerbations.

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physicians who treat severe asthma patients indicates a clear preference for dosing twice-yearly relative to treatments administered every three months and every month given the potential for improved adherence and reduced injection burden, supporting the potential for WIN378 differentiation relative to treatments that require more frequent administration. This research also suggested that physicians saw value in a treatment that had up to 10% absolute lower rate of asthma exacerbation reductions if a product was dosed twice-yearly twice- yearly given the potential for improved persistency and better outcomes in clinical practice. An independent research study showed that approximately two-thirds of physicians believe that dosing frequency of biologics is important for their choice of treatment. Another independent study showed that 95% of patients would prefer a biologic treatment with twice-yearly dosing and 100% of patients would be interested in switching to twice-yearly dosing.

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WIN378 can build upon the success that Tezspire has had in the market. Tezspire has rapidly become the second most prescribed product for new-to-brand patients and generated nearly $2B in asthma sales in 2025.

1. IQVIA Rx analysis, 2. Amgen and AstraZeneca reported sales

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WIN378 is designed to provide improved efficacy based on its differentiated attributes.

WIN378 is a novel antibody with attributes that could lead to improved outcomes based on its innovative design.

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We believe that WIN027 offers a differentiated opportunity

We believe that WIN027 offers a differentiated opportunity to move beyond single-pathway inhibition by simultaneously neutralizing TSLP and IL-13, while offering the convenience of a minimum of every three months dosing. By blocking two mediators that operate at distinct points in the type-2 inflammatory cascade, an upstream epithelial alarmin together with a key downstream effector cytokine, WIN027 has the potential to achieve more complete suppression of airway inflammation than agents directed at either target alone. The addition of direct IL-13 neutralization is designed to address the tissue-level consequences of type-2 inflammation that upstream blockade alone may not fully resolve, including goblet cell metaplasia and mucus hypersecretion that drive mucus plugging, airway smooth muscle dysfunction and hyperresponsiveness, and the structural remodeling and small airways involvement that contribute to persistent airflow obstruction and disease progression. We believe this dual-pathway design may extend clinical benefit across both type-2 high and type-2 low patients, and its extended half-life format is intended to support infrequent administration, positioning WIN027 as to be a potential best-in-disease differentiated therapy for patients inadequately controlled on current biologics or with more advanced lung disease.

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Unlike asthma, where type-2 inflammation predominates, COPD encompasses both type-2 and non-type-2 inflammatory phenotypes, and the relative contribution of type-2 biology varies across patients. Blood eosinophil count, or BEC, has emerged as the principal biomarker for identifying the type-2-high subset of COPD patients most likely to benefit from therapies targeting this pathway: approximately 50% of COPD patients who remain inadequately controlled on inhaled triple therapy have a BEC of 150 cells/ L or greater, indicating that type-2 inflammation is common even in a disease historically treated as a uniformly non-allergic, neutrophil-driven condition. Patients with COPD are also prone to acute symptom worsening, or exacerbations, frequently triggered by respiratory infections and environmental exposures such as air pollution and temperature extremes, which contribute to further disease progression, healthcare utilization and mortality, and which require targeted preventive and treatment strategies.

approximately 50% of COPD patients who remain inadequately controlled on inhaled triple therapy have a BEC of 150 cells/ L or greater, indicating that type-2 inflammation is common even in a disease historically treated as a uniformly non-allergic, neutrophil-driven condition. Patients with COPD are also prone to acute symptom worsening, or exacerbations, frequently triggered by respiratory infections and environmental exposures such as air pollution and temperature extremes, which contribute to further disease progression, healthcare utilization and mortality, and which require targeted preventive and treatment strategies.

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Tezspire , tezepelumab, which blocks TSLP upstream of the

IL-4/IL-13 receptor component, became the first approved biologic for COPD in September 2024, based on the Phase 3 BOREAS and NOTUS trials, which demonstrated 30% and 34% reductions, respectively, in annualized moderate-or-severe exacerbation rates versus placebo in patients with BEC ≥ 300 cells/ L on background triple therapy. It is administered 26 times per year. Nucala (mepolizumab), an anti-IL-5 antibody, was subsequently approved in patients with an eosinophilic phenotype based on the Phase 3 MATINEE and METREX trials, which showed statistically significant reductions in annualized exacerbation rates of 21% and 18%, respectively, in patients with BEC ≥ 300 cells/ L (MATINEE) and across a broader eosinophilic range (METREX); mepolizumab's label extends down to BEC ≥ 150 cells/ L.

mepolizumab's label extends down to BEC ≥ 150 cells/ L. It is administered 12 times per year.

Tezspire , tezepelumab, which blocks TSLP upstream of the type-2 cascade, has shown early signals of potential benefit in the broader, lower-threshold BEC ≥ 150 cells/ L COPD population in the Phase 2a COURSE trial. In a prespecified subgroup analysis Tezspire , tezepelumab, showed a 37% reduction in annualized moderate-or-severe exacerbation rates in patients with BEC ≥ 150 cells/ L, a population that represents roughly 50% of COPD patients uncontrolled with triple-therapy. In the BEC ≥ 300 cells/ L subgroup specifically, Tezspire , tezepelumab, showed a 46% numerical reduction in annualized exacerbation rate versus placebo. Because TSLP acts upstream of IL-4, IL-13 and IL-5 signaling, Tezspire , tezepelumab's mechanism may offer efficacy across a wider range of type-2 inflammatory activity than pathway-specific biologics. Larger, confirmatory Phase 3 trials are currently ongoing, evaluating two dose levels of Tezspire , tezepelumab, in COPD patients with BEC ≥ 150 cells/ L.

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Member of nominating and governance committee

Dr. D'Augusta holds a B.Sc. in Economics and a Ph.D. in Business Administration from Bocconi University in Milan, Italy.

Member of governance and nomination committee

To resign effective on and contingent upon the effective date of the initial public offering Executive Officers Luca Santarelli, M.D. Dr. Santarelli is our Chief Executive Officer and founder and has served as the Chair of our board of directors since January 2025. He was recently the Chief Executive Officer and founder of VectivBio Holding AG, where he led VectivBio's strategic vision, R&D and capital raising until its acquisition by Ironwood Pharmaceuticals (Nasdaq: IRWD), from June 2019 to June 2023. Previously, from January 2016 to June 2019, he served as Chief Executive Officer and co-founder of Therachon Holding AG that was acquired by Pfizer Inc. (NYSE: PFE). Prior to Therachon, he spent 11 years at F. Hoffmann-La Roche AG (OTC: RHHBY), most recently serving as the Senior Vice President and Head of Neuroscience, Ophthalmology and Rare Diseases, as well as Small Molecules Research where he advanced over 20 NMEs to the clinic and various NMEs to registration studies. Dr. Santarelli is also the Chair of the board of directors of Alentis Therapeutics, a clinical-stage biotech company focused on cancer and fibrosis, since June 2023 after joining its board of directors in November 2021. He previously served as a member of the board of directors of Cimeio Therapeutics, an immunotherapy company, from August 2022 until April 2025. Dr. Santarelli received his M.D. and Psychiatry Residency at the University of Turin, Italy and a postdoctoral fellowship at Columbia University, focusing on the molecular mechanisms of psychiatric disorders and adult brain stem cell biology. We believe Dr. Santarelli is qualified to serve on our board of directors because of his experience as our Chief Executive Officer and founder as well as his extensive experience with advising and leading biotechnology companies.

Claudia D'Augusta, Ph.D. Dr. D'Augusta has served as our Chief Financial Officer since January 2025. Previously, Dr. D'Augusta served as Chief Financial Officer of VectivBio Holding AG through its acquisition by Ironwood Pharmaceuticals (Nasdaq: IRWD), from July 2019 to January 2024, where she was responsible for the company's overall financial strategy and growth. From January 2019 to July 2019, prior to its acquisition by Pfizer Inc. (NYSE: PFE), Dr. D'Augusta was the Chief Financial Officer at Therachon Holding AG. From February 2011 to June 2018, prior to becoming its General Manager, Dr. D'Augusta served as Chief Financial Officer of TiGenix, now owned by Takeda Pharmaceutical Company Ltd. (NYSE: TAK), leading TiGenix's initial public offering in 2016. From April 2004 to February 2011, Dr. D'Augusta served as Chief Financial Officer of Cellerix before being acquired by TiGenix.

From January 2019 to July 2019, prior to its acquisition by Pfizer Inc. (NYSE: PFE), Dr. D'Augusta was the Chief Financial Officer at Therachon Holding AG. From February 2011 to June 2018, prior to becoming its General Manager, Dr. D'Augusta served as Chief Financial Officer of TiGenix, now owned by Takeda Pharmaceutical Company Ltd. (NYSE: TAK), leading TiGenix's initial public offering in 2016. From April 2004 to February 2011, Dr. D'Augusta served as Chief Financial Officer of Cellerix before being acquired by TiGenix. Dr. D'Augusta holds a B.Sc. in Economics and a Ph.D. in Business Administration from Bocconi University in Milan, Italy.

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Previously, Dr. Siddiqi served on the boards of directors of Amolyt Pharma from September 2019 January 2020 to July 2024, Reviral from June 2021 to June 2022, Asceneuron from July 2024 to March 2025 and VectivBio Holding AG from January 2020 to March 2021.

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Following the completion of this offering, our audit

Our board of directors has three standing committees: an audit committee, a compensation committee, and a nominating governance and nomination committee. Our board committees operate pursuant to our articles of association, our organizational regulations, the charter of the audit committee, the charter of the compensation committee and the charter of the governance and nomination committee, as applicable.

Our audit committee will assist our board of directors

in overseeing the integrity of our financial statements, the appointment, qualifications, independence and performance of our external auditors, our internal control and risk management processes, the design and implementation of our internal audit function, the reports of the external auditors as well as the compliance by us with legal and regulatory requirements as set forth in the charter of the audit committee.

Following the completion of this offering, our audit committee will consist of , and . and will assist the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. will serve as chair of the audit committee. The audit committee consists exclusively of members of our board of directors who are financially literate, and is considered an "audit committee financial expert" as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our board of directors has determined that all of the members of the audit committee satisfy the "independence" requirements set forth in Rule 10A-3 under the Exchange Act. The audit committee will be governed by a charter that complies with Nasdaq rules, effective upon the effectiveness of the registration statement of which this prospectus forms a part.

The audit committee's principal duties and responsibilities will include, among others:

monitoring the integrity of our financial and narrative reporting and related disclosures;

reviewing with our independent registered public accounting firm and management the internal audit function, our statutory stand-alone annual financial statements, consolidated annual or semi-annual, as applicable, financial statements, our annual reports, and the external auditors' reports;

reviewing accounting policies, principles, and key estimates and significant accounting judgments;

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approving the appointment, re-appointment, removal, compensation and retention of our independent registered public accounting firm;

reviewing and discussing with management, the board of directors and the independent registered public accounting firm our financial statements and our financial reporting process;

reviewing related-party transactions;

assisting our board of directors in proposing to the general meeting of shareholders the election, re-election or dismissal of our independent registered public accounting firm, approving its engagement letter (including its compensation), and monitoring the rotation of its audit partners;

pre-approving the audit services and permitted non-audit services to be provided by our independent registered public accounting firm;

evaluating our independent registered public accounting firm's qualifications, performance and independence, and presenting its conclusions to the full our board of directors on at least an annual basis;

unless otherwise approved or ratified pursuant to our related person transactions policy, reviewing, approving or ratifying related-party transactions;

overseeing the accuracy and completeness of our environmental, social and governance, and sustainability reporting, and reviewing with management that the reported data complies with applicable reporting requirements and regulations;

reviewing and discussing with management material risks relating to data privacy, technology and information security, as well as our internal controls and disclosure controls and procedures relating to cybersecurity incidents; and reviewing procedures for detection of fraud, whistleblowing, and prevention of bribery, and reports on systems for internal financial control, financial reporting and risk management.

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Following the completion of the offering, our compensation committee will consist of , and , and will assist the board of directors in determining executive officer compensation. will serve as chair of the compensation committee.

The compensation committee's responsibilities will include:

evaluating each executive officer's performance in light of these compensation policies, corporate goals and objectives, and reporting to the board;

committee will review and propose to our board of directors our compensation principles as well as the compensation for the members of the board of directors, the Chief Executive Officer and other members of the executive committee. Pursuant to our articles of association, our compensation committee consists of no less than members of our board of directors.

Following the completion of the

offering, our compensation committee will consist of , and . will serve as chair of the compensation committee. Under Swiss law, the members of our compensation committee must be elected by our general meeting of shareholders and the aggregate amount of compensation of our board of directors and of our executive committee must be approved by our general meeting of shareholders, in each case commencing with our first annual general meeting of shareholders as a public company to be held in 2027. Our board of directors appoints the chair of the compensation committee and in case of any vacancies may appoint substitute members from among the members of the board of directors, in each case until completion of the next annual general meeting of shareholders.

committee's principal duties and responsibilities will include, among others:

subject to and within the maximum aggregate amounts of compensation approved by our general meeting of shareholders, reviewing and recommending to the board of directors the form and amount of our non-employee directors' compensation;

subject to and within the maximum aggregate amounts of compensation approved by our general meeting of shareholders, reviewing and approving, or recommending to the board of directors for approval, the compensation and corporate goals the performance metrics and objectives targets relevant to the compensation of our Chief Executive Officer and other executive officers;

evaluating each executive officer's achievement of the performance metrics and targets under any incentives;

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Nominating and Governance Committee

Following the completion of this

offering, our nominating and governance committee will consist of , and , and will assist our board of directors in identifying individuals qualified to become members of our board and executive officers consistent with criteria established by our board and in developing our corporate governance principles. will serve as chair of the nominating and governance committee.

The nominating and governance committee's responsibilities will include:

reviewing selection criteria and appointment procedures for directors;

recommending nominees for election to our board of directors and any board committees thereof;

reviewing, and approving, administering, or recommending the design of all equity-based compensation for approval by the board of directors and, where required, our shareholders; and reviewing and assessing risks arising from our compensation policies and practices.

overseeing employment, salary and benefit matters, including reports on retirement plans;

establishing, approving, modifying and overseeing our compensation clawback or similar policies and any required recoupment and disclosure;

reviewing and discussing with management our policies and practices related to our management of human capital resources and corporate culture; and reviewing and assessing risks arising from our compensation policies and practices.

Governance and Nomination Committee

Our governance and nomination committee

will assist our board of directors in overseeing the quality and integrity of our corporate governance practices, assist us in our corporate governance responsibilities and establish criteria for our board of directors and committee memberships and make recommendations to our board of directors regarding the composition of our board of directors, its committees and our executive committee.

completion of this offering, our governance and nomination committee will consist of , and . will serve as chair of the governance and nomination committee.

The governance and nomination committee's principal duties and responsibilities will include, among others:

establishing selection criteria for new directors;

reviewing and evaluating the size and composition of our board of directors and its committees and making recommendations to the board of directors with regard to any changes in the composition or size of our board of directors or its committees;

proposing to our board of directors nominees for election by our general meeting of shareholders as directors, chairperson of our board of directors or members of the compensation committee, and individuals for appointment by the board of directors to the other board committees;

annually conducting and supervising the self-assessment of our board of directors and its committees, and the assessment of our executive committee;

overseeing succession planning for our Chief Executive Officer and, upon proposals from our Chief Executive Officer, the other members of our executive committee;

assessing the performance reviewing and making recommendations regarding indemnification and insurance matters of our board of directors and board committees; the members of our executive committee; and overseeing reviewing our corporate governance governance-related policies and reporting and making recommendations to our board of directors concerning governance governance-related matters.

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For the year ended December 31, 2025, the aggregate compensation paid to the members of our board of directors and our executive officers for services in all capacities was $11.3 million.

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During the year ended December 31, 2025,

During the year ended December 31, 2025, share-based payments granted to the members of our board of directors and our executive officers accounted for $14.3 million. Of those share-based payments, 8,605,800 founder shares were subscribed to by members of our board of directors and our executive officers which includes a total of 4,736,843 of founder shares with certain service vesting conditions and performance vesting conditions considered within the scope of IFRS 2, with a fair value of $3.02 per share. See Note 10 to our audited consolidated financial statements included elsewhere in this prospectus for further details regarding the share-based payments. Share-based payments that are discussed in this paragraph but are outside of the scope of IFRS 2 were not included in Note 10 to our audited consolidated financial statements.

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Share Reserve . Initially, the maximum number of our common

board of directors adopted, and our general meeting of shareholders approved the 2026 Plan. We expect our 2026 Plan to become effective on the date of this prospectus. Our 2026 Plan came into existence upon its adoption by our board of directors, but no grants will be made under our 2026 Plan prior to its effectiveness. Once our 2026 Plan becomes effective, no further grants will be made under our 2025 Plan.

Awards . Our 2026 Plan provides for the grant of incentive options, or ISOs, within the meaning of Section 422 of the Code, to our employees located in the United States and our parent and subsidiary corporations' employees that are located in the United States, and for the grant of non-statutory options, or NSOs, share appreciation rights, restricted share awards, restricted share unit awards, performance awards and other forms of awards to our employees, directors and consultants and any of our affiliates' employees and consultants.

Share Reserve . Initially, the maximum number of our common shares that may be issued under our 2026 Plan after it becomes effective will not exceed common shares. The maximum number of common shares that may be issued on the exercise of ISOs under our 2026 Plan is common shares.

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Under our 2026 Plan, our board of directors also generally has the authority to effect, with the consent of any materially adversely affected participant, (i) the reduction of the exercise, purchase, or strike price of any outstanding option or share appreciation right; (ii) the cancellation of any outstanding option or share appreciation right and the grant in substitution therefor of other awards, cash, or other consideration; or (iii) any other action that is treated as a repricing under IFRS.

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Share Appreciation Rights . Share appreciation rights are granted under share appreciation right agreements adopted by the administrator.

Share Appreciation Rights . Share appreciation rights are granted under share appreciation right agreements adopted by the administrator. The administrator determines the purchase price or strike price for a share appreciation right, which generally will not be less than 100% of the fair market value of our common shares on the date of grant. A share appreciation right granted under our 2026 Plan will vest at the rate specified in the share appreciation right agreement as determined by the administrator. Share appreciation rights may be settled in cash or our common shares or in any other form of payment as determined by our board of directors and specified in the share appreciation right agreement.

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Performance Awards . Our 2026 Plan permits the

Performance Awards . Our 2026 Plan permits the grant of performance awards that may be settled in shares, cash, or other property. Performance awards may be structured so that the shares or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, our common shares. The performance goals may be based on any measure of performance selected by our board of directors. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our board of directors at the time the performance award is granted, our board will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (i) to exclude restructuring or other nonrecurring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to IFRS; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of items that are "unusual" in nature or occur "infrequently" as determined under IFRS; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii) to exclude the effect of any change in our outstanding common shares by reason of any share dividend or split, share repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; (ix) to exclude the effects of share based compensation and the award of bonuses under our bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under IFRS; and (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under IFRS.

(ix) to exclude the effects of share based compensation and the award of bonuses under our bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under IFRS;

and (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under IFRS.

Other Share Awards . The

Other Share Awards . The administrator may grant other awards based in whole or in part by reference to our common shares. The administrator will set the number of shares under the award (or cash equivalent) and all other terms and conditions of such awards.

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2026 Employee Share Purchase Plan

In , our board of directors adopted, and our general meeting of shareholders approved, our ESPP. We expect our ESPP will become effective on the date of this prospectus. The purpose of our 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. Our ESPP includes two components. One component is designed to allow eligible U.S. employees to purchase our common shares in a manner that may qualify for favorable tax treatment under Section 423 of the Code. The other component permits the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. while complying with applicable foreign laws.

Share Reserve . Our ESPP authorizes the issuance of

Share Reserve . Our ESPP authorizes the issuance of common shares under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of common shares reserved for issuance will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2027 and continuing through January 1, 2036, by the lesser of (i) % of the total number of our common shares outstanding on December 31 of the immediately preceding year; and (ii) common shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

Administration . Our board of directors administers our

directors administers our ESPP and may delegate its authority to administer our ESPP to a committee of the board. Our ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase our common shares on specified dates during such offerings. Under our ESPP, our board of directors may specify offerings with durations of not more than 27 months and to specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which our common shares will be purchased for employees participating in the offering. Our ESPP provides that an offering may be terminated under certain circumstances.

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In February 2025, our board of directors

2025, our board of directors adopted the 2025 Plan (as amended and restated in June 2025). No further awards will be granted under our 2025 Plan on or after the effectiveness of our 2026 Plan; however, awards outstanding under our 2025 Plan will continue to be governed by their existing terms.

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and 2 more changes in the filing

Related party transactions 4 changes

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Acquisition of and Intra-Group Loan with Windward Bio 27 AG

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In December 2025, we and Windward Bio 27 entered into a license and collaboration agreement with Qyuns Therapeutics Co., Ltd., or Qyuns, in connection with our WIN027 program for a total consideration of $30 million, which has been paid partially in cash and partially in equity interests of the Company. Windward Bio 27 received, in exchange for certain consideration, a license from Qyuns, or the Qyuns License. In December 2025, we and Windward Bio 27 entered into a revolving loan facility, pursuant to which Windward Bio 27 can borrow from us, up to $30 million in order to pay the cash portion of the upfront payments to Qyuns and to fund Windward Bio 27's operational needs for a specified period. No upfront payment was made as of December 31, 2025. A payable to Qyuns for the $15 million cash portion of the upfront payment has been recognized by the Company as of December 31, 2025. Additionally, we granted options to Windward Bio 27 for Windward Bio 27 to acquire the equity interests of the Company necessary to pay the equity portion of the upfront payments to Linkbio Limited, or Linkbio, an affiliate of Qyuns, which were exercised by Windward Bio 27 in March 2026, whereupon Windward Bio 27 assigned to Linkbio 2,392,345 newly issued Series A junior preferred shares, equity interest of the Company, as partial payment for the Qyuns License.

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Prior to the completion of this offering,

Prior to the completion of this offering, we expect to adopt a related party transaction policy. Our related party transaction policy will set forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. The policy will become effective immediately upon the execution of the underwriting agreement for this offering. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we or any of our subsidiaries and any related person are, were or will be participants in which the amount involved exceeds $120,000 or which is unusual in its nature or conditions. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

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Description of the securities 57 changes

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On August 20, 2025, our share capital as registered in the Commercial Register on August 25, 2025 was increased by CHF 9,308.00 through the issuance by way of a capital increase within our capital range of 930,800 common shares with a nominal value of CHF 0.01 per share at an issue price of $0.01 CHF 0.01 per share.

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With respect to our capital range, and our conditional share capital for financing, acquisition and other purposes, our board of directors is authorized by our articles of association to withdraw or restrict the pre-emptive subscription rights and advance subscription rights, respectively, of existing shareholders, and to allocate them to third parties, the Company or any of its group companies if:

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Conditional Share Capital for

Financing, Acquisition and Other Purposes

When issuing relevant financial instruments, our board of directors is authorized to restrict or withdraw the advance subscription rights of shareholders to subscribe for the relevant financial instrument (i) for the reasons as described above or (ii) if the relevant financial instruments are issued at appropriate terms. If the advance subscription rights are neither granted directly nor indirectly by our board of directors, (i) the acquisition price of the shares shall be set taking into account the market conditions prevailing at the time the relevant financial instruments are issued; and (ii) the relevant financial instruments may be converted, exchanged, exercised or triggered during a maximum period of 15 years from the date of the relevant issuance or entry.

Conditional Share Capital for Financing, Acquisition and Other Purposes In addition, our share capital may be increased by a maximum aggregate amount of CHF through the issuance of up to common shares, which would have to be fully paid-in, with a nominal value of CHF each, through the exercise or mandatory exercise of conversion, exchange, subscription or other rights to acquire shares or through obligations to acquire shares which were granted to or imposed on shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations by the Company or any of its group companies, including in connection with an intended takeover. The advance subscription rights of shareholders are excluded in connection with the issuance of any of the aforementioned financial instruments and the pre-emptive subscription rights of shareholders are excluded upon conversion, exchange, exercise or the triggering of any of the aforementioned financial instruments in connection with the issuance of common shares, and the then-current owners of such financial instruments are entitled or obligated to acquire the new common shares upon conversion, exchange, exercise or the triggering of any financial instrument. The main conditions issuance of such shares or financial instruments are will be made in accordance with one or more resolutions to be determined issued by our the board of directors, by which the board of directors determines the main conditions of such financial instruments. The issuance of such shares may be made at a price below the respective stock exchange price and the issuance of such financial instruments may be made below their intrinsic value.

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Our shares are uncertificated securities

Our shares are uncertificated securities ( Wertrechte , within the meaning of article 973c of the CO) and, when administered by a custodian ( Verwahrungsstelle , within the meaning of the Federal Act on Intermediated Securities, or FISA) and credited to one or more securities deposit account(s) ( Effektenkonto ), qualify as intermediated securities ( Bucheffekten , within the meaning of the FISA). In accordance with article 973c of the CO, we will maintain a non-public register of uncertificated securities ( Wertrechtebuch ). We may at any time without the approval of our shareholders and at our cost convert shares issued as uncertificated securities into another form (including global certificates) or convert shares issued in one form into another form. Following the entry in the share register, a shareholder may at any time request from us a written confirmation in respect of the shares held by such shareholder. Shareholders are not entitled, however, to request the printing and delivery of certificates or the conversion of the shares in one form into another form.

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Meetings of Shareholders

Ordinary and Extraordinary General Meetings of Shareholders

The general meeting of shareholders is our supreme corporate body. Under Swiss law, ordinary and extraordinary general meetings of shareholders may be held.

An annual ordinary general meeting of shareholders must be held annually within six months after the close of a corporation's financial year. In our case, this means on or before June 30 of any calendar year. The annual general meeting of shareholders is convened by our board of directors or, if necessary, our auditors.

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The following powers are vested exclusively in the general meeting of shareholders:

meeting of shareholders:

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In accordance with Swiss law and

General meetings of shareholders must be convened by our

In accordance with Swiss law and generally accepted business practices, our articles of association do not provide for quorum requirements generally applicable to general meetings of shareholders. To this extent, our practice varies from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one third of the outstanding voting shares.

General meetings of shareholders must be convened by our board of directors at least twenty days before the date of the meeting. The general meeting of shareholders is convened by way of a notice which may, at the election or our board of directors, be validly given by publication in the Swiss Official Gazette of Commerce or in a form that allows proof by text. The notice of a general meeting of shareholders must specify the date, beginning, mode and venue of the meeting, the agenda items, the proposals of our board of directors and the shareholder(s) who requested that a general meeting of shareholders be called or an item or proposal be included on the agenda (if any) (including a brief explanation), in case of elections, the names of the proposed candidates, and the name and address of the independent proxy. Except in the limited circumstances listed below, a resolution may not be passed at a general meeting of shareholders without proper notice. This limitation does not apply to proposals to convene an extraordinary general meeting of shareholders or to initiate a special investigation. No previous notification is required to put proposals to the meeting related to items already on the agenda or for debates of matters on which no resolution is to be taken.

Our annual report, the

Our annual report, the compensation report and the auditors' reports as well as, if required, the report on non-financial matters pursuant to article 964c CO must be made available to the shareholders at least 20 calendar days prior to the annual general meeting of shareholders. Unless these reports are made available electronically, any shareholder may request that these reports be sent to them in advance of, or within one year after, the relevant annual general meeting of shareholders.

Pursuant to Swiss law and our

Pursuant to Swiss law and our articles of association, shareholders who alone or together represent at least 0.5% of the share capital or of the votes may request that an item including a specific proposal be included on the agenda or that a specific proposal relating to an item be included in the notice convening a general meeting of shareholders. To be timely, the shareholder's request must be made at least 45 calendar days in advance of the meeting. The request must be made in writing and contain, for each of the agenda items, the following information:

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Specifically, if an individual or legal entity acquires common shares and, as a result, directly or indirectly, has voting rights with respect to more than % of the share capital registered in the Commercial Register, the common shares exceeding the limit of % shall be entered in the share register as shares without voting rights.

This restriction also applies to persons or entities who

However, any shareholders already being registered with, and/or having been allocated, more than % of the share capital registered in the Commercial Register prior to the registration with the Commercial Register of our amended and restated articles of association (if any) will remain or will be registered with voting rights for such shares. Furthermore, our board of directors may resolve not to apply, in part or in full, these restrictions or limits by way of exception for justified reasons with the majority vote of two-thirds of all its members.

Further, no shareholder may exercise, directly or

Our amended and restated articles of association contain

articles of association contain provisions that prevent investors from acquiring voting rights exceeding % of our issued share capital. Subject to Swiss law and our articles of association, no person or entity shall be registered in the share register as a shareholder with voting rights for, and no person or entity may directly or indirectly, formally, constructively or beneficially own, or otherwise control or direct, alone or together with third parties, voting rights (whether exercisable or not) with respect to, more than % of the share capital registered in the Commercial Register. Legal entities and partnerships or other groups of persons or joint owners who are interrelated to one another through capital ownership, voting rights, uniform management or otherwise linked as well as individuals, legal entities or partnerships who act in concert or otherwise act in a coordinated manner or acquire shares indirectly shall be treated as one single person. Specifically, if an individual or legal entity acquires common shares and, as a result, directly or indirectly, has voting rights with respect to more than % of the share capital registered in the Commercial Register, the common shares exceeding the limit of % shall be entered in the share register as shares without voting rights.

This restriction also applies to persons or entities who hold or acquire some or all of their shares through nominees, including via Cede & Co., New York (or any successor), as the nominee of The Depository Trust Company, New York, acting in its capacity as clearing nominee. Our board of directors may, in its own discretion, register persons who declare in the registration application that they hold the shares as nominees on behalf of third-party beneficiaries in the share register as shareholders with voting rights. However, if shares are being held by a nominee for third party third-party beneficiaries, which control or direct (alone or together with third parties) voting rights with respect to more than % of the share capital registered in the Commercial Register, our articles of association provide that our board of directors may cancel the registration of the shares with voting rights held by such nominee in excess of the limit of %. Furthermore, our articles of association contain provisions that allow our board of directors to make the registration with voting rights of shares held by a nominee subject to conditions, limitations and reporting requirements and to impose or adjust such conditions, limitations and requirements once registered. However, any shareholders already being registered with, and/or having been allocated, more than % of the share capital registered in the Commercial Register prior to the registration with the Commercial Register of our amended and restated articles of association (if any) will remain or will be registered with voting rights for such shares. Furthermore, our board of directors may resolve not to apply, in part or in full, these restrictions or limits by way of exception for justified reasons with the majority vote of two-thirds of all its members.

Further, no shareholder may exercise, directly or indirectly, voting rights with respect to own or represented shares in excess of % of the share capital registered in the Commercial Register. This voting rights limitation applies equally to parties acting in concert. Our board of directors may resolve not to apply this voting rights limitation by way of exception for justified reasons with the majority vote of two-thirds of all its members. This voting rights limitation does not apply to the exercise of voting rights by shareholders or their proxies to the extent that their shares are validly registered with voting rights in the share register pursuant to our articles of association and they are still in compliance with our articles of association.

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We are party to a shareholders' agreement that provides that certain holders of our common shares, including certain holders of at least 5% of our common shares and entities affiliated with certain of our directors, have certain registration rights, as set forth below. This shareholders' agreement was entered into in January 2025 and amended and restated in May 2026. The registration of our common shares by the exercise of registration rights described below would enable the holders to sell these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts and commissions and selling expenses of the holders, of the shares registered pursuant to the demand, piggyback, and Form S-3 or Form F-3 registrations described below. Generally, in an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include.

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Under Swiss law, we may

Under Swiss law, we may pay dividends or interim dividends only if we have sufficient distributable profits, either brought forward from the previous financial years ( Bilanzgewinn ) or of the current financial year for interim dividends, or if we have distributable reserves, in each case (i) as presented on our audited annual stand-alone statutory balance sheet or for interim dividends on an interim stand-alone statutory balance sheet prepared in accordance with Swiss law, and (ii) after allocations to reserves required by Swiss law or our articles of association have been deducted.

Distributable reserves are generally booked either as voluntary retained earnings ( freiwillige Gewinnreserven ), as statutory retained earnings ( gesetzliche Gewinnreserve ), or as statutory capital reserves ( gesetzliche Kapitalreserve ), including as reserves from capital contributions ( Kapitaleinlagereserven ). Under the CO, we are required to retain at least 5% of our annual net income as statutory retained earnings ( gesetzliche Gewinnreserve ) for so long as these reserves, together with the statutory capital reserves ( gesetzliche Kapitalreserve ), amount to less than 20% of our paid-in nominal share capital. If there is a loss carried forward, such loss must be eliminated by way of set-off with the profit, before the latter may be allocated to statutory retained earnings ( gesetzliche Gewinnreserve ). Furthermore, in order for us to pay dividends to our shareholders out of reserves from capital contributions ( Reserven aus Kapitaleinlagen ), such reserves have to be eligible for classification as freely distributable reserves under Swiss law, which requires that statutory capital reserves ( gesetzliche Kapitalreserve ) together with statutory retained earnings ( gesetzliche Gewinnreserve ), after deduction of losses, if any, exceeds 20% of our paid-in nominal share capital. Further, we are required to present the amount of the purchase price of own shares repurchased (whether by us or a subsidiary) as a negative item in equity, or as reserves for own shares, respectively, in our annual stand-alone statutory balance sheet, and such amount may not be used for dividends or subsequent repurchases. Finally, the CO under certain circumstances requires the creation of revaluation reserves which are not distributable.

Finally, the CO under certain circumstances requires the creation of revaluation reserves which are not distributable.

Distributions out of issued share capital

Distributions out of issued share capital (i.e., the aggregate nominal value of our issued shares) are not allowed and may be made only by way of an ordinary capital reduction or within a capital range that (also) allows for a capital reduction. An ordinary capital reduction requires a resolution passed by a majority of the votes represented at a general meeting of shareholders. Our share capital may be reduced below CHF 100,000 only if and to the extent that at the same time the statutory minimum share capital of CHF 100,000 is re-established by sufficient new fully paid-in share capital. Our board of directors must publish a call to creditors in the Swiss Official Gazette of Commerce ( Schweizerisches Handelsamtsblatt ) in which creditors are advised that they may request, subject to certain conditions, security for their claims within 30 days of the publication of the creditor call. Our auditors must then confirm, based on the result of the call to creditors, that the claims of our creditors remain fully covered despite the reduction of the share capital recorded in the Commercial Register. An ordinary capital reduction must be completed within six months after the resolution of the general meeting of shareholders.

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Dividends and other distributions (except, in the amount

Dividends and other distributions (except, in the amount permitted under Swiss tax law and subject to certain restrictions, for distributions from reserves from capital contributions or from reductions of the Company's share capital) paid on our common shares are subject to Swiss federal withholding tax. For a discussion of the taxation of dividends, see the section in this prospectus entitled "Swiss Tax Implications for Our Holders."

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Comparison of shareholder rights under swiss and delaware corporate law 2 changes

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Limitations affecting shareholders of a swiss company 1 change

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Plan of distribution 7 changes

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Index to consolidated financial statements 1 change

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Notes to the financial statements 2 changes

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Note 1: Organization and business 6 changes

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Note 5: Summary of material accounting policies 19 changes

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Note 8: Financial instruments 4 changes

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Note 9: Expenses by category 38 changes

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Note 17: Net pension liabilities 17 changes

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Note 24: Subsequent events 92 changes

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Note 9: Leases 11 changes

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Recent Sales of Unregistered Securities 3 changes

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Undertakings 2 changes

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