S-1MEF

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on April 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HEMAB THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

2836

41-4241952

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

101 Main Street, Suite 1220

Cambridge, MA 02142

(617) 553-3952

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Benny Sørensen, M.D., Ph.D.

President and Chief Executive Officer

Hemab Therapeutics Holdings, Inc.

101 Main Street, Suite 1220

Cambridge, MA 02142

(617) 553-3952

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Cynthia T. Mazareas, Esq.

Scott N. Lunin, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

Benjamin K. Marsh, Esq.

Kristopher D. Brown, Esq.

Justin S. Platt, Esq.

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

(212) 813-8800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-294989

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of an aggregate of 2,012,500 additional shares of common stock, par value $0.0001 per share, of Hemab Therapeutics Holdings, Inc., a Delaware corporation, which includes 262,500 shares of common stock that the underwriters have the option to purchase, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-294989), which was declared effective by the Securities and Exchange Commission on April 30, 2026, are incorporated in this registration statement by reference.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

23.1		Consent of EY Godkendt Revisionspartnerselskab, independent registered public accounting firm

23.2		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

24.1		Power of Attorney (incorporated by reference to the signature page to the registrant’s Registration Statement on Form S-1 (File No. 333-294989) filed with the Securities and Exchange Commission on April 10, 2026)

107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 30th day of April, 2026.


Hemab Therapeutics Holdings, Inc.

By:		/s/ Benny Sørensen, M.D., Ph.D.
		Benny Sørensen, M.D., Ph.D. President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Benny Sørensen, M.D., Ph.D. Benny Sørensen, M.D., Ph.D.	President and Chief Executive Officer, Director (Principal Executive Officer)	April 30, 2026

/s/ Mads Behrndt, M.Sc. Mads Behrndt, M.Sc.	Chief Financial Officer (Principal Financial and Accounting Officer)	April 30, 2026

* John Maraganore, Ph.D.	Chair of the Board	April 30, 2026

* Linda Bain	Director	April 30, 2026

* Laura Tadvalkar, Ph.D.	Director	April 30, 2026

* Akshay Vaishnaw, M.D., Ph.D.	Director	April 30, 2026

*By:

/s/ Benny Sørensen, M.D., Ph.D.

Benny Sørensen, M.D., Ph.D.

Attorney-in-fact