(1)

See “Underwriting” for additional disclosure regarding compensation payable by us to the underwriters.

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continue our ongoing and planned research and development of our lead diagnostic product candidate, APN-1607;

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continue our ongoing and planned research and development of our pipeline of diagnostic and therapeutic product candidates, such as α-Syn PET tracers and APNmAb005;

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conduct preclinical studies and clinical trials for any additional product candidates that we may pursue in the future, including ongoing and planned development of additional diagnostic or therapeutic product candidates for the diagnosis or treatment of tauopathies, such as Alzheimer’s Disease (“AD”) and Progressive Supranuclear Palsy (“PSP”), and α-synucleinopathies, such as Parkinson’s Disease (“PD”) and Multiple System Atrophy (“MSA”);

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seek to discover and develop additional diagnostic and therapeutic product candidates and further expand our current pipeline;

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seek regulatory approvals for any product candidates that successfully complete clinical trials;

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meet the requirements for clinical trials and potential commercialization;

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establish sales, marketing and distribution infrastructure to commercialize any product candidate for which we may obtain regulatory approval;

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develop, maintain, expand and protect our intellectual property portfolio;

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add clinical, operational, financial and management information systems and/or personnel, including personnel to support our product development and planned future commercialization efforts;

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expand our operations in the United States, Japan, Taiwan and other geographic regions; and

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incur additional legal, accounting and other expenses associated with operating as a public company.

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the progress, results and costs of laboratory testing, manufacturing, and preclinical and clinical development for our current product candidates;

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the scope, progress, results and costs of preclinical development, laboratory testing and clinical trials of other diagnostic and/or therapeutic product candidates that we may pursue;

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the development requirements of other diagnostic and/or therapeutic product candidates that we may pursue;

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the timing and amounts of any milestone or royalty payments we may be required to make under future license agreements if we enter into such agreements;

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the costs of improving our research and development capacities and infrastructure, including hiring additional research and development, clinical, and quality control personnel;

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the costs, timing and outcome of regulatory review of our product candidates;

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the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval;

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the amount of revenue, if any, received from commercial sales of our product candidates for which we receive marketing approval;

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the costs and timing of preparing, filing and prosecuting patent applications, obtaining, maintaining, protecting and enforcing our intellectual property rights and defending against any intellectual property-related claims;

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the costs associated with operating as a public company; and

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the extent to which we acquire or in-license other product candidates and technologies.

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completing clinical trials that demonstrate the efficacy and safety of our product candidates;

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receiving marketing approvals from applicable regulatory authorities;

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obtaining commercial manufacturing capabilities;

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launching commercial sales, marketing and distribution operations;

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acceptance of our diagnostic and therapeutic product candidates by patients, the medical community and/or third-party payors, if such product candidates are approved;

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a continued acceptable safety profile following approval;

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competing effectively with other diagnostics or therapies; and

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qualifying for, obtaining, maintaining, enforcing and defending our intellectual property rights and claims and not infringing on third parties’ intellectual property rights.

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the accuracy of diagnosis for which our diagnostic product candidates are approved;

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the clinical indications for which our product candidates are approved;

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the accuracy and specificity to the pathological protein aggregates of our PET tracer candidates;

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hospitals and medical imaging centers establishing the infrastructure required, such as the PET scanners, for the administration of PET scan;

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the cost of our PET tracer candidates and the cost of administrating PET scan in relation to alternative diagnostic methods;

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the cost of product candidates in relation to alternative therapies;

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physicians, hospitals, and patients considering our product candidates as safe and effective therapies;

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the potential and perceived advantages of our product candidates over alternative therapies;

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the prevalence and severity of any side effects;

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product labeling or product insert requirements of the FDA or other regulatory authorities;

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limitations or warnings contained in the labeling approved by the FDA or other regulatory authorities;

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the timing of market introduction of our product candidates as well as competitive products;

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the amount of upfront costs or training required for physicians to administer our product candidates;

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the availability of coverage, adequate reimbursement, and pricing by third-party payors and government authorities;

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the willingness of patients to pay out-of-pocket in the absence of comprehensive coverage and reimbursement by third-party payors and government authorities;

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relative convenience and ease of administration of our diagnostics, including as compared to alternative diagnostic methods and competitive diagnostics;

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relative convenience and ease of administration of our product candidates including as compared to alternative treatments and therapies; and

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the effectiveness of our sales and marketing efforts and distribution support.

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be delayed in obtaining marketing approval for our product candidates;

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not obtain marketing approval;

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obtain approval for indications or patient populations that are not as broad as intended or desired;

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obtain approval with labeling that includes significant use or distribution restrictions or significant safety warnings, including boxed warnings;

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be subject to additional post-marketing testing or other requirements; or

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remove the product from the market after obtaining marketing approval.

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the patient eligibility criteria defined in the protocol;

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the number of patients with the disease or condition being studied;

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the understanding of risks and benefits of the product candidate in the clinical trial;

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clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available diagnostic methods or therapeutics, including any diagnostics that may be approved to diagnose the indications or new therapeutics that may be approved for the indications we are investigating or therapeutics that may be used off-label for these indications;

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the size and nature of the patient population who meet inclusion criteria;

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the proximity of patients to study sites;

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sufficient supply of PET tracer by third-party suppliers, including contract manufacturing organizations (“CMOs”);

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the design of the clinical trial;

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competing clinical trials for similar or other new diagnostics or therapeutics for tauopathies and α-synucleinopathies; and

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our ability to obtain and maintain patient consents.

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regulatory authorities may withdraw approvals of such products and require us to take any approved products off the market;

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regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies;

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we may be required to create a medication guide outlining the risks of such side effects and make it available to patients;

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we may be required to change the way the product is administered, conduct additional studies or change the labeling of such products;

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we may be subject to limitations in how we promote such products;

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sales of the product may decrease substantially;

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we could be sued and held liable for any harm that such products caused to patients; and

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our reputation and physician or patient acceptance of our products may suffer.

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the FDA or other regulatory authorities may disagree as to the number, design or implementation of our clinical trials, or may not interpret the results from clinical trials as we do;

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regulators or institutional review boards may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

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we may not reach an agreement on acceptable terms with prospective clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different clinical trial sites;

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clinical trials of our product candidates may produce negative or inconclusive results;

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we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs;

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the number of patients required for clinical trials of our product candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate, participants may drop out of these clinical trials at a higher rate than we anticipate or we may fail to recruit eligible patients to participate in a trial;

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our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us promptly, or at all;

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regulators may issue a clinical hold, or regulators or institutional review boards may require that we or our investigators suspend or terminate clinical research for various reasons, including non-compliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;

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the cost of clinical trials of our product candidates may be greater than we anticipate;

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the FDA or other regulatory authorities may fail to approve our manufacturing processes or facilities;

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the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate;

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our product candidates may have undesirable side effects or other unexpected characteristics, leading to possible suspension or termination of the clinical trials; and

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the approval policies or regulations of the FDA or other regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

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we may not be successful in identifying additional product candidates;

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we may not be able or willing to assemble sufficient resources to acquire or discover additional product candidates;

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our product candidates may not succeed in preclinical or clinical studies;

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a product candidate may on further study be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria;

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competitors may develop alternatives that render our product candidates obsolete or less attractive;

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product candidates we develop may nevertheless be covered by third parties’ patents or other exclusive rights;

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the market for a product candidate may change during our development program so that the continued development of that product candidate is no longer reasonable;

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a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all; and

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a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors, if applicable.

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economic weakness, including inflation, or political instability in particular non-U.S. economics and markets;

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changes in a specific country’s or region’s political or economic environment;

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different and changing regulatory requirements for product approvals in different jurisdictions;

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differing reimbursement regimes and price controls in certain non-U.S. markets;

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potentially reduced protection for intellectual property rights;

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different issues for securing, maintaining or obtaining freedom to operate presented in different jurisdictions;

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difficulties to comply with different, complex and changing laws, regulations and court systems of multiple jurisdictions and a wide variety of foreign laws, treaties and regulations, as well as potential negative consequences from any non-compliance of such laws, treaties and regulations;

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potential negative consequences from changes in tax laws; compliance with tax, employment, immigration and labor laws for employees living or traveling abroad, including, for example, the variable tax treatment in different jurisdictions of options granted under our share incentive plans;

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litigation or administrative actions resulting from claims against us by current or former employees or consultants individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violations of labor law or other alleged conduct;

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changes in non-U.S. regulations and customs, tariffs and trade barriers;

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risks relating foreign exchange and currency controls;

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trade protection measures, import or export licensing requirements or other restrictive actions by governments;

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transportation or supply chain interruption due to cancellation of public transport or restrictions on logistics;

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governments imposed lockdowns such as stringent quarantine measures and mandate temporary shutdown of business operations;

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production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad;

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difficulties associated with staffing and managing international operations, including differing labor relations;

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workforce uncertainty in countries where labor unrest is more common than in the United States; and

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business interruptions resulting from geo-political actions, including war and terrorism, health epidemics, or natural disasters including earthquakes, typhoons, floods and fires.

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identifying, recruiting, integrating, maintaining and motivating additional employees;

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managing our internal development efforts effectively, including the clinical, FDA review processes for our product candidates; and

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improving our operational, financial and management controls, reporting systems and procedures.

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disruptions to our business and clinical activities caused by potential future governments-imposed lockdowns such as stringent quarantine measures, mandate of temporary shutdown of business operations, limitation in patient enrollment, disruptions to patient follow-up, and curtailed screening visits, delays or difficulties in enrolling patients;

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interruption to supply chain due to cancellation of public transport or restrictions on logistics;

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delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials;

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diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;

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interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by governments, employers and others;

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restrictions on employee resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with crowds;

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delays in receiving approval from local regulatory authorities to initiate our planned clinical trials;

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interruption in global shipping that may affect the transport of clinical trial materials;

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changes in local regulations as part of a response to the health pandemics or epidemics which may require us to change how our clinical trials are conducted, which may result in unexpected costs, or to pause the clinical trials altogether;

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delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees; and

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refusal of the relevant regulatory authorities to accept data from clinical trials in health pandemics or epidemics affected geographic regions.

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we may not be able to control the amount and timing of resources that our collaboration partner chooses to dedicate to the development of such product candidates;

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the collaboration partner may itself experience financial difficulties and disrupt our collaboration efforts;

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we may be required to grant or otherwise relinquish important rights such as marketing, distribution and intellectual property rights;

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a collaboration partner could move forward with a competing product developed either independently or in collaboration with third parties, including our competitors; or

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business combinations or significant changes in a collaboration partner’s business strategy may adversely affect our willingness to complete our obligations under any arrangement.

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increased operating expenses and cash requirements;

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the assumption of additional indebtedness or contingent liabilities;

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assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

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the diversion of our management’s attention from our existing programs and initiatives in pursuing such a strategic partnership, merger or acquisition;

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retention of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships;

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risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and regulatory approvals; and

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our inability to generate revenue from acquired technology sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

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failure to begin or complete clinical trials due to disagreements with regulatory authorities;

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failure to demonstrate that a product candidate is safe and effective;

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failure of clinical trial results to meet the level of statistical significance required for approval;

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reporting or data integrity issues related to our clinical trials;

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disagreement with our interpretation of data from preclinical studies or clinical trials;

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changes in approval policies or regulations that render our preclinical and clinical data insufficient for approval or require us to amend our clinical trial protocols;

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regulatory requests for additional analyses, reports, data, nonclinical studies and clinical trials, or questions regarding interpretations of data and results and the emergence of new information regarding our product candidates or other products;

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failure to satisfy regulatory conditions regarding endpoints, patient population, available therapies and other requirements for our clinical trials in order to support marketing approval on an accelerated basis or at all;

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a delay in or the inability of health authorities to complete regulatory inspections of our development activities, regulatory filings or manufacturing operations, whether as a result of the COVID-19 pandemic or other reasons, or our failure to satisfactorily complete such inspections;

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our failure to conduct a clinical trial in accordance with regulatory requirements or our clinical trial protocols; and

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clinical sites, investigators or other participants in our clinical trials deviating from a trial protocol, failing to conduct the trial in accordance with regulatory requirements, or dropping out of a trial.

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litigation involving patients taking such products;

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restrictions on such products, manufacturers or manufacturing processes;

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restrictions on the labeling or marketing of such product;

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restrictions on product distribution or use;

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requirements to conduct post-marketing studies or clinical trials;

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warning or untitled letters;

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withdrawal of such products from the market;

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refusal to approve pending applications or supplements to approved applications that we submit;

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recall of products;

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fines, restitution or disgorgement of profits or revenue;

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suspension or withdrawal of marketing approvals;

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suspension of any ongoing clinical trials;

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damage to relationships with any potential collaborators;

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unfavorable press coverage and damage to our reputation;

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refusal to permit the import or export of our products;

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product seizure; or

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injunctions or the imposition of civil or criminal penalties.

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the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, under federal and state healthcare programs such as Medicare and Medicaid. The term “remuneration” has been broadly interpreted to include anything of value. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other hand. Although there are several statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution or other regulatory sanctions, the exceptions and safe harbors are drawn narrowly, and practices that involve remuneration that are alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the federal Anti-Kickback Statute has been violated;

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U.S. federal civil and criminal false claims laws, including the federal False Claims Act, which can be enforced through civil whistleblower or qui tam actions, and civil monetary penalty laws, which, among other things, impose criminal and civil penalties, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. Pharmaceutical and other healthcare companies have been prosecuted under these laws for, among other things, allegedly inflating drug prices they report to pricing services, which in turn were used by the government to set Medicare and Medicaid reimbursement rates, and for allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product. In addition, certain marketing practices, including off-label promotion, may also violate false claims laws. Further, pharmaceutical manufacturers can be held liable under the False Claims Act even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. Criminal prosecution is also possible for making or presenting a false, fictitious or fraudulent claim to the federal government;

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HIPAA, which contains new federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of whether the payor is public or private, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters;

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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) and their respective implementing regulations, which impose obligations on “covered entities,” including certain healthcare providers, health plans, and healthcare clearinghouses, as well as their respective “business associates “that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information. Additionally, HITECH also contains four new tiers of civil monetary penalties; amends HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in U.S. federal courts to enforce the federal HIPAA laws and to seek attorneys’ fees and costs associated with pursuing federal civil actions;

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the U.S. federal Food, Drug and Cosmetic Act, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and medical devices;

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the U.S. federal Physician Payments Sunshine Act, created under Section 6002 of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the ACA, and its implementing regulations, created annual reporting requirements for certain manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions), to report information related for certain payments and “transfers of value” provided to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; and analogous state laws and regulations and foreign laws, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; state and foreign laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or to adopt compliance programs as prescribed by state laws and regulations, or that otherwise restrict payments that may be made to healthcare providers; state and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures or drug pricing; state and local laws that require the registration of pharmaceutical sales representatives; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

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it takes time and resources to negotiate and execute sales, marketing or distribution agreements and we may not end up with an agreement being signed and may delay the development or commercialization of the affected product candidate;

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sales, marketing or distribution agreements are subject to cancellation or nonrenewal by our collaborators, or may not be fully complied with by our collaborators;

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in the case of a license granted by us, we lose control of the development of the product candidate licensed;

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in such cases we would have only limited control over the means and resources allocated by our partner for the sales, marketing or distribution of our future approved product; and

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collaborators may not properly obtain, maintain, enforce, or defend our intellectual property or proprietary rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation.

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reduced resources of our management to pursue our business strategy;

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decreased demand for any product candidates or products that we may develop;

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injury to our reputation and significant negative media attention;

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withdrawal of clinical trial participants;

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initiation of investigations by regulators;

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product recalls, withdrawals or labeling, marketing or promotional restrictions;

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significant costs to defend the resulting litigation;

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substantial monetary awards paid to clinical trial participants or patients;

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loss of revenue; and

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the inability to commercialize any products that we may develop.

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changes in the industries in which we operate;

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developments involving our competitors;

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changes in laws and regulations affecting our business;

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variations in our operating performance and the performance of its competitors in general;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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publication of research reports by securities analysts about us or our competitors or our industry;

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the public’s reaction to our press releases, its other public announcements and its filings with the SEC;

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actions by holders in respect of any of their ordinary shares;

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additions and departures of key personnel;

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commencement of, or involvement in, litigation involving us;

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changes in our capital structure, such as future issuances of securities or the incurrence of debt;

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the volume of our ordinary shares available for public sale; and

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general economic and political conditions, recessions, volatility in the markets, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability, and acts of war or terrorism.

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our ability to execute our strategies and develop our pipeline;

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our ability to obtain regulatory approvals for our product candidates and gain market acceptance;

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our ability to generate revenue from product sales and become profitable in the future;

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our ability to develop and protect intellectual property;

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our ability to properly manage a public company;

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our manufacturing, commercialization, and marketing capabilities and strategy;

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our plans relating to commercializing our product candidates, if approved, including the geographic areas of focus and sales strategy;

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the need to hire additional personnel and our ability to attract and retain such personnel;

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the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;

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our ability to implement measures to address the material weakness that has been identified;

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our competitive position and the success of competing therapies that are or may become available;

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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

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our financial performance;

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the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements;

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the impact of laws and regulations;

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our ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product candidates;

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our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and

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our anticipated use of our existing resources and the proceeds from this offering.

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30% of the net proceeds to advance the clinical development of our lead diagnostic product candidate, APN-1607, including the initiation of a phase 3 clinical trial in the second half of 2024 in the United States, Europe, Japan, Taiwan and Asia for approximately 130 patients clinically suspected to have Progressive Supranuclear Palsy (“PSP”), with which we expect to cover part of the operational and imaging costs and complete the clinical trial of one third of patients expected to be enrolled;

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10% of the net proceeds to advance the clinical development of our lead therapeutic product candidate, APNmAb005, including the advancement of our ongoing phase 1 clinical trial in the United States;

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10% of the net proceeds to advance the preclinical development of our lead protein degraders toward IND-enabling studies; and

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the remainder to fund other research and development activities, working capital requirements and general corporate purposes.

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on an actual basis;

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on a pro forma basis to reflect (i) the conversion of all of our issued and outstanding convertible preferred shares into 13,405,653 ordinary shares on a one-for-one basis upon the completion of this offering; and (ii) the conversion of all of our issued convertible promissory notes and associated interest into 2,351,862 ordinary shares upon the completion of this offering based on 80% of an assumed initial public offering price of $12.00 per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus; and 

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on a pro forma as adjusted basis to reflect (i) the pro forma adjustments set forth above, and (ii) the sale of 2,000,000 ordinary shares by us in this offering at an assumed initial public offering price of $12.00 per ordinary share, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise their option to purchase additional ordinary shares.

(1)

The unaudited pro forma and pro forma as adjusted information does not include the impact of share-based compensation expense for share options which we expect to record upon the completion of this offering.

(2)

The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital and total shareholders’ equity (deficit) following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $12.00 per ordinary share,

(3)

Cash as of December 31, 2023 on a pro forma basis increases by approximately $4.0 million compared to our cash as of December 31, 2023 on an actual basis, reflecting, subsequent to December 31, 2023 and up to the date of this prospectus, (i) the issuance of two new convertible promissory notes for an aggregate of cash proceeds of $4.0 million, (ii) the repayment of one convertible promissory note for $0.05 million, and (iii) the exercise of 56,250 share options for cash proceeds of $0.03 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Subsequent Events — Issuance and Renewal of Convertible Promissory Notes” for more details.

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3,448,598 ordinary shares issuable upon exercise of share options outstanding as of December 31, 2023, at a weighted average exercise price of $0.63 per share;

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37,500 ordinary shares reserved for future issuance under our Equity Incentive Plan #4, or the 2022 Plan as of December 31, 2023;

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2,813,000 ordinary shares reserved for future issuance under the 2024 Plan, which will become effective on the date immediately prior to the date our registration statement relating to this offering becomes effective, as well as any future increases in the number of ordinary shares reserved for issuance under the 2024 Plan; and

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280,000 ordinary shares reserved for future issuance under the ESPP, which will become effective on the date immediately prior to the date our registration statement relating to this offering becomes effective, as well as any future increases in the number of ordinary shares reserved for issuance under the ESPP.

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political and economic stability;

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an effective judicial system;

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tax neutrality;

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the absence of exchange control or currency restrictions; and

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the availability of professional and support services.

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the Cayman Islands has a less-developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to those of the United States; and

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Cayman Islands companies may not have standing to sue before the federal courts of the United States.

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continue our ongoing and planned clinical research and development of our lead diagnostic product candidate, APN-1607, in the United States for the diagnosis of AD and PSP;

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continue our ongoing and planned preclinical studies and clinical research and development of our other diagnostic and therapeutic product candidates, including our lead therapeutic product candidate, APNmAb005, and our Tau and α-Syn degrader candidates;

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continue our other ongoing and planned discovery and research and development activities;

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seek to discover and develop additional product candidates and further expand our clinical product pipeline;

•

seek regulatory approvals for any product candidates that successfully complete clinical trials;

•

establish sales, marketing and distribution infrastructure to commercialize any product candidate for which we may obtain regulatory approval;

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develop, maintain, expand and protect our intellectual property portfolio;

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hire additional research, clinical, quality control, and administrative personnel;

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expand our operations globally; and

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incur additional legal, accounting, investor relations, insurance and other expenses associated with operating as a public company following the completion of this offering.

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expenses incurred under agreements with organizations that support our drug discovery and development activities;

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expenses incurred in connection with the preclinical and clinical development of our product candidates and programs;

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costs related to contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”), that are primarily engaged to provide drug substance and product for our clinical trials, research and development programs, as well as investigative sites and consultants that conduct our clinical trials, nonclinical studies and other scientific development services;

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costs of acquiring and manufacturing nonclinical and clinical trial materials, including manufacturing registration and validation batches;

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employee-related expenses, including salaries, related benefits and equity-based compensation expense, for employees engaged in research and development functions;

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costs related to compliance with quality and regulatory requirements;

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payments made under third-party licensing agreements; and

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direct and allocated costs related to facilities, information technology, personnel and other overhead.

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per patient trial costs;

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the number of patients that participate in the trials;

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the number of sites included in the trials;

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the countries in which the trials are conducted;

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the length of time required to enroll eligible patients;

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the drop-out or discontinuation rates of patients;

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potential additional safety monitoring or other studies requested by regulatory agencies;

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the duration of patient follow-up;

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the efficacy and safety profile of the product candidates;

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the number of trials required for regulatory approval;

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the receipt of regulatory approvals from applicable regulatory authorities;

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the timing, receipt and terms of any marketing approvals from applicable regulatory authorities; and

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the extent to which we establish collaboration, licensing or similar arrangements and the performance of any related third parties.

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the timing, receipt and amount of sales of any future approved or cleared products, if any;

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the scope, progress, results and costs of researching and developing our existing product candidates or any future product candidates, and conducting preclinical studies and clinical trials;

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the timing of, and the costs involved in, obtaining regulatory approvals or clearances for our existing product candidates or any future product candidates;

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the time and costs involved in obtaining regulatory approval for our product candidates and any delays we may encounter as a result of evolving regulatory requirements or adverse results with respect to any of these product candidates;

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the number and characteristics of any additional product candidates we develop or acquire;

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the cost of manufacturing our product candidates and any products we successfully commercialize, including costs associated with developing our manufacturing capabilities;

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the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

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the extent to which we acquire or in-license other product candidates and technologies;

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our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of any such agreements that we may enter into;

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the expenses needed to attract and retain skilled personnel and senior management; and

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the costs associated with being a public company.

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our stage of development;

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progress of our research and development efforts;

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the impact of significant corporate events or milestones;

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material risks related to the business;

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our actual operating results and financial condition, including our level of available capital resources;

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rights, preferences and privileges of the preferred shares relative to those of the ordinary shares;

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equity market conditions affecting comparable public companies;

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the likelihood and potential timing of achieving a liquidity event for the holders of ordinary shares underlying our equity awards, such as an initial public offering, given prevailing market conditions; and

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that the grants involved illiquid securities in a private company.

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Tau & Tauopathies. Tau is an important protein in the brain that exists in different forms and plays a critical role in brain function. Tauopathies are neurodegenerative diseases characterized by accumulation of aggregated tau protein in distinct brain regions, such as Progressive Supranuclear Palsy (“PSP”), Alzheimer’s disease (“AD”) and Pick’s disease (“PiD”). Cumulative increases of these abnormal aggregates correlate with disease progression, and depending on the disorder can result in loss of memory, balance, walking and control of eye movements with the eventual loss of independent neurologic function.

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α-Syn & synucleinopathies. α-Syn is an important and highly abundant protein in the brain that regulates the release of neurochemicals between brain cells. Synucleinopathies are neurodegenerative diseases characterized by aggregation of abnormal α-Syn proteins. In synucleinopathies such as Parkinson’s disease (“PD”), Lewy Body Dementia (“LBD”) and Multiple System Atrophy (“MSA”), abnormal α-Syn aggregates accumulate in specific brain regions, and depending on the disorder can result in progressive loss of neurologic function, leading to problems with motor control, walking, balance, behavior and memory.

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PET diagnostic tracer APN-1607. We are developing APN-1607 as a PET imaging tracer for the detection of 3R and 4R tau aggregates, which contribute to the pathogenesis of various tauopathies, including PSP, a rare neurodegenerative disease. Based on Title 21 of the Code of Federal Regulations, Part 315, Diagnostics Radiopharmaceuticals, we seek two indication claims for APN-1607: (1) as a pathological or disease marker of 4R tau in PSP and (2) as clinically useful marker for the diagnostic management in patients who present with parkinsonian syndromes in whom the diagnosis of PSP is uncertain or requires confirmation. We have received an Orphan Drug Designation (“ODD”) from the U.S. Food and Drug Administration (the “FDA”) in 2017 for APN-1607 as a diagnostic agent for PSP. Under the U.S. Orphan Drug Act, the FDA may grant ODDs to drugs or biologics intended to treat a “rare disease or condition” (defined as affecting fewer than 200,000 individuals in the United States). If a product with an ODD

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Antibody platform and APNmAb005. APNmAb005 is a humanized anti-tau antibody we are developing for the treatment of AD, non-AD primary tauopathies including rare neurodegenerative disorders, such as PSP, cortico-basal degeneration (“CBD”) and behavioral variant Frontal Temporal Dementia (“FTD”) or its subcategory, Pick’s Disease (“PiD”). Unlike most other anti-tau antibodies currently in clinical development that bind to all forms of tau or phospho-tau (i.e., sites on tau protein that undergo phoshoprylation in disease state), APNmAb005 is designed to target a specific conformation epitope in the mid region that confers selectivity for misfolded tau oligomers/aggregates formed at axons/dendrites at early stages of disease that may contribute to disease progression. Based on existing clinical studies, we believe blocking the pathological tau transmission has the potential to offer an effective treatment to slow down the disease progression for AD patients. While the recent approval of two anti-amyloid antibody treatments – aducanumab (Aduhelm^®) and lecanemab (Leqembi^®) – represents a significant advance in the field, their widespread use will be likely limited due to safety concerns arising from anti-amyloid imaging related abnormalities (“ARIA”). Furthermore, despite the dramatic reductions in amyloid pathology, suggested by recent studies, their efficacy in slowing cognitive decline in such studies was modest. These findings are consistent with the long-standing notion that although the accumulation of amyloid plays a critical role in the pathogenesis of AD, clearing amyloid alone is insufficient to completely block or prevent disease progression and argues for the discovery of other disease modifying targets such pathological forms of tau, which correlate with disease progression and cognitive decline. An IND for the APNmAb005 program was filed on February 24, 2022, and the FDA granted a Study May Proceed letter on April 20, 2022 for the Phase 1 trial to evaluate the safety of APNmAb005 in healthy volunteers. The first cohort of 8 subjects was dosed at 5mg/kg and the safety review was completed on August 18, 2023. There were no clinically significant safety findings. The study is currently active and not recruiting for the time being due to a reprioritization of resources. To accelerate development of APNmAb005, cohorts composed of patients with early AD and PSP will be dosed using a staggered parallel group design. Dosing is anticipated to resume in the fourth quarter of 2024. It is our intention to transition the study to evaluate single and multiple dosing in patients, in order to continue to evaluate safety and tolerability at higher doses but also to acquire exploratory biomarker data. We will also seek a partnership to advance this program beyond Phase 1 into potential proof-of-concept clinical studies.

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Protein degrader platform and PROTAC degraders. Our proprietary PROTAC degrader programs for α-Syn and tau are our most innovative and cutting-edge platforms and have the potential to herald an entirely new class of drugs for the treatment of neurodegenerative disorders such as AD and PD. Our tau and α-Syn degrader programs are currently in the preclinical stages. Empowered by our knowledge of aggregated protein binder chemistry from our PET tracer programs we have generated a proprietary degrader library of 800+ compounds in α-Syn and tau degrader space. α-Syn degraders are identified from a cellular model of human dopaminergic neurons and the active degraders have been validated in animal

(1)

Phase 2 clinical trial of APN-1607 tau tracer for AD in the United States, Japan and Taiwan, is active non-recruiting.

(2)

Our tau PET tracer APN-1607 improved upon a previously developed first generation compound from National Institute for Quantum Science and Technology ("QST") in Japan. We obtained an exclusive worldwide license from QST for its patent for APN-1607 in 2016. We have an exclusive license for worldwide rights to develop and commercialize APN-1607, except for mainland China, where we granted an exclusive sublicense for its development, manufacture, marketing and distribution to Yantai Yitai Pharmaceutical Technology Co., Ltd.

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Our lead diagnostic product candidate (APN-1607). APN-1607 is our 3R/4R tau PET tracer and most clinically advanced diagnostic product candidate. APN-1607 is designed as a new generation tau PET tracer to achieve a higher specificity for the pathological tau aggregates. We believe that APN-1607, if approved, has the potential to be a powerful enabling tool for the diagnosis of various tauopathies, as it has shown low non-specific binding to other brain proteins, and the ability to detect different forms of tau in clinical studies. APN-1607 may therefore potentially be used in more precise diagnosis and stage classification of various tauopathies, including PSP, AD and PiD.

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Our lead therapeutic product candidate (APNmAb005). APNmAb005 is a humanized anti-tau antibody and our most clinically advanced therapeutic product candidate. APNmAb005 is designed to preferentially bind pathological tau aggregates, not normal tau, that accumulate at the neuronal synapses with disease. In addition, based on preclinical studies we conducted, APNmAb005 recognizes a three-dimensional conformation-dependent epitope that is only present in tau abnormal aggregates but not in normal tau protein, thus suggesting this product candidate may achieve a high level of selectivity for pathological forms of tau.

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Our lead therapeutic product candidate (Degrader). PROTACs offer a highly novel platform for the targeted degradation of toxic proteins that are causative in a number of neurodegenerative disorders as described above. These are bifunctional molecules that combine an active site selective for binding to the target of interest (tau or α-Syn) and a ligand (a binding site) for E3 ubiquitin ligase to drive the selective degradation of these proteins inside the cell’s proteasome. First-generation degraders are now entering

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Our founder and chairman of the board, Dr. Ming-Kuei Jang, Ph.D., has over 20 years of experience in neurodegenerative diseases. He also serves as the Chief Scientific Officer of APRINOIA USA and President of our Asia operations. Prior to founding the Company, Dr. Jang held an associate director role at GlaxoSmithKline in Shanghai, served as senior research biologist of Merck & Co in Boston, Massachusetts, and led Neurodegeneration Consortium at MD Anderson Cancer Center in Houston, Texas.

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Our Chief Executive Officer, Dr. Mark S. Shearman, Ph.D., has extensive experience in pharmaceutical research, drug development and strategic partnerships. Prior to joining us, Dr. Shearman served as the Chief Scientific Officer at Editas Medicine, Chief Scientific Officer at Applied Genetic Technologies Corporation, a Senior Vice President of research and early development at Merck KGAa. He also served at Merck & Co., with his last position as an executive director, and Merck, Sharp & Dohme, with his last position as a senior director of department of cellular & molecular neuroscience responsible for the research and development of AD.

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Our Chief Medical Officer, Dr. Bradford A. Navia, M.D., Ph.D., has over 17 years of experience in clinical development (including Phase 1 through Phase 3), neuroimaging and biomarkers in psychiatry and neurology, including several INDs, sNDAs and an NDA. Prior to joining us, Dr. Navia was an Associate Professor of Neurology and Psychiatry at Tufts Medical School, and the recipient of numerous awards and funding from National Institute of Health; executive director of Sunovion Pharmaceuticals, where he was the global project lead for the development of KYNMOBI; senior director, strategic and clinical lead in the neuroscience division at AbbVie Inc.; senior director and head of neuroimaging at Eisai Co., Ltd. and director in the neuroscience clinical development division at Johnson & Johnson.

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Our Chief Financial Officer, Brian Achenbach, M.B.A., has over 30 years of experience in finance and accounting primarily in the biotech, pharmaceutical and medical device industries. Prior to joining us, Mr. Achenbach served as Chief Financial Officer at On Demand Pharmaceuticals, Senior Vice President of Finance & Principal Financial Officer at Mustang Bio (Nasdaq: MBIO), and has held leadership positions in finance and accounting in multiple life sciences companies.

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Our General Counsel, Lana Gladstein, J.D., has over 23 years of experience in legal and pharmaceutical industry. Prior to joining us, Ms. Gladstein served as Chief Legal Officer and General Counsel of Arranta Bio (acquired by Recipharm), Chief Legal Officer of Recipharm (Americas) post acquisition of Arranta Bio, Executive VP and General Counsel at Brammer Bio (acquired by Thermo Fisher Scientific), and

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Develop novel solutions to overcome the challenges in diagnosing and treating neurodegenerative diseases. We aim to develop solutions to overcome past failures in drug development by other companies in central nervous system (“CNS”) related clinical trials. These failures were attributable to one or more reasons, including wrong targets, molecules, patients, drug doses, and treatment timing or duration. We will focus our discovery and research capabilities on tau and α-Syn protein aggregates. We aim to leverage our unique PET tracers and protein binders, which specifically recognize tau and α-Syn in pathological aggregates instead of their normal forms, to develop and commercialize our diagnostic and therapeutic assets.

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Continue to execute our versatile R&D and commercialization strategy to maximize asset value. We plan to seek collaboration opportunities with leading pharmaceutical and biotechnology companies to develop and commercialize our product candidates at different stages of clinical development. We expect this strategy to provide us with the flexibility to optimize the value of our product pipeline and the ability to generate cash inflow with a higher degree of certainty prior to drug commercialization.

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Create product-by-product and region-by-region commercialization strategies in anticipation of our future product launches. We will evaluate commercialization strategies on a product-by-product and region-by-region basis in order to maximize the value of our future approved products. We will take into consideration a matrix of factors, including capital investment necessary to execute on each option, manufacturing and distribution partners and infrastructure available in each market, availabilities of sales and marketing specialists, size of the market, competition, and availability of pharmaceutical and biotechnology partners to form a tailored commercialization strategy for each product candidate.

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PSP. PSP is a rare neurodegenerative disorder with a prevalence ranging from 1.39 to 17.3 affected individuals per 100,000 people. The characteristic signs of PSP are postural instability, falls, disturbances controlling in eye movements, cognitive or behavioral changes. The condition gradually worsens until death, an average of seven years after onset of symptoms. Reliable diagnosis, particularly during the early stages of disease, remains a major clinical challenge and currently a definitive diagnosis can be made only by postmortem examination. There is a significant unmet need to identify biomarkers for the diagnosis of PSP and related tauopathies, particularly during the early stages of the disease.

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AD. AD is the most common cause of dementia. AD and neurodegenerative diseases affected approximately 50 million people worldwide in 2020 and are expected to affect 139 million people worldwide by 2050. In the United States, approximately 6.5 million people have AD and the number could reach 12 million by 2050. AD is projected to cost the United States more than $379 billion in economic burden annually by 2040. Approximately 90% of physicians in the United States believe that early diagnosis of AD is critical to be able to delay the progression of the disease. Regardless, many physicians remain uncomfortable adopting early diagnosis given the scarcity of reliable diagnostic tools for early diagnosis, underscoring the unmet need to identify more precise diagnostics.

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PD. PD is the most prevalent movement disorder in the elderly and affects approximately 10 million people worldwide in 2020 and the number is growing with an aging population. Currently, PD affects about 1 million people in the United States.

(A)

Coronal (upper) and axial (lower) APN-1607-PET images of HC and PSP-Richardson patients with different disease severities scored by PSPRS. Signals are localized to basal ganglia areas (yellow arrowhead) and midbrain (green arrowhead) and expansion to the primary motor and adjacent cerebral cortices containing white matter (white arrowhead) with clinical advancement. The asterisked image was derived from an autopsy-confirmed PSP case.

(B)

Voxel-based analyses of brain atrophy (voxel-based morphometry [VBM]; red), APN-1607signal increase (green), and their spatial overlaps (yellow) in PSP-Richardson patients relative to HCs (p < 0.05, familywise error corrected at cluster level). Statistical maps are displayed in the Montreal Neurological Institute coordinate space.

(C)

Comparisons of APN-1607 uptake in subcortical regions, including the globus pallidus (GP), substantia nigra (SN), raphe nucleus (RN), and subthalamic nucleus (STN) between 23 HCs (white circles) and 16 PSP-Richardson patients (black circles). *p < 0.001 by two-sample t test.

(A)

Coronal and sagittal brain images of a 68-year-old subject clinically diagnosed with CBS (upper panels). Enhanced radioligand binding was observed in the primary motor and adjacent cortices and subcortical regions, including basal ganglia, subthalamic nucleus, midbrain, pons, and choroid plexus (red arrowheads). Neuropathological assays of biopsy tissues collected from the middle frontal gyrus revealed the existence of astrocytic plaques, ballooned neurons, and coiled bodies stained with RD4 and/or GB in the cortex and corticomedullary junction (lower panels), in agreement with CBD tau pathologies.

(B)

Axial and coronal ¹⁸F-PM-PBB3 PET images of a 65-year-old patient with a clinical diagnosis of PSP-Richardson (PSP-3, upper panels). The radioligand binding was augmented in the midbrain, subthalamic nucleus, neighboring subcortical structures, and choroid plexus (red arrowheads). Brain autopsy conducted 2 years after the PET scan demonstrated abundant accumulation of tufted astrocytes stained with non-radiolabeled PM-PBB3,AT8, and GB in the midbrain tegmentum and subthalamic nucleus (lower panels), indicating PSP as a definite diagnosis of this individual.

(C)

Coronal ¹⁸F-PM-PBB3 PET images of a 59-year-old patient clinically diagnosed with bvFTD (PiD-2, upper panels). Accumulations of radio signals were noticeable in the frontal cortex, in contrast with a lack of radioligand binding in the occipital cortex. Brain autopsy was carried out 1 year after the PET scan, showing great abundance of Pick bodies and neuropil threads stained with non-radiolabeled PM-PBB3 and AT8 in the inferior frontalgyrus (lower panels). This was in sharp distinction from the few tau pathologies in the primary visual cortex (lower panels), collectively supporting a definite diagnosis of this case as PiD.

(A)

Coronal 18F-PM-PBB3-PET images of HCs and AD patients classified into different Braak tau stages.

(B)

The topology of increased 18F-PM-PBB3 binding in subjects at each Braak stage compared to 22 HCs (stage zero). p <0.005, uncorrected, for one HC (stage I/II); p <0.05, familywise error corrected at cluster level, for four MCI/AD patients (stage III/IV) and for 13 MCI/AD patients (stage V/VI).

(C)

Comparisons of 18F-PM-PBB3 binding in Braak stage VOIs between 23 HCs (white circles) and three MCI (black squares) and 14 AD (black triangles) cases. *p <0.001 by two-sample t test.

(D)

Correlation of 18F-PM-PBB3 binding in the Braak stage V/VI VOI with CDRSoB points in MCI (black squares) and AD (black triangles) patients. r = 0.671 and p =0.003 by Pearson’s correlation analysis. Associations between the clinical disease severity and the extension of 18F-PM-PBB3 binding among MCI/AD patients.