LB PHARMACEUTICALS INC (Form: S-1MEF, Received: 09/10/2025 20:30:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on September 10, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LB Pharmaceuticals Inc

(Exact name of registrant as specified in its charter)

Delaware

2834

81-1854347

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

LB Pharmaceuticals Inc

One Pennsylvania Plaza, Suite 1025

New York, NY 10119

Tel: (212) 605-0300

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

Heather Turner

Chief Executive Officer

One Pennsylvania Plaza, Suite 1025

New York, NY 10119

Tel: (212) 605-0300

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

Copies to:

Divakar Gupta

Brandon Fenn

Marc Recht

Minkyu Park

Cooley LLP

55 Hudson Yards

New York, NY 10001

Tel: (212) 479-6000

William C. Hicks

John T. Rudy

Alok A. Choksi

Samantha M. Silver

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Tel: (617) 542-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes 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. ☒ (333-289812)

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, 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. ☐

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), by LB Pharmaceuticals Inc (the “Registrant”), for the sole purpose of registering an additional $21,083,328.00 of shares of common stock, par value $0.0001 per share, which includes additional shares of common stock that the underwriters have the option to purchase in the public offering. The contents of the Registration Statement on Form S-1, as amended (File No. 333-289812), including all exhibits thereto (the “Earlier Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on September 10, 2025, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Earlier Registration Statement.

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

EXHIBIT INDEX


Exhibit No.		Exhibit Index

5.1		Opinion of Cooley LLP.

23.1		Consent of BDO USA, P.C., Independent Registered Public Accounting Firm.

23.4		Consent of Cooley LLP (included in Exhibit 5.1).

24.1*		Power of Attorney.

107		Filing Fee Table.

*	Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-289812), originally filed with the Securities and Exchange Commission on August 22, 2025 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 10, 2025.


LB PHARMACEUTICALS INC

By:		/s/ Heather Turner
		Heather Turner
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.


Signature	Title	Date

/s/ Heather Turner Heather Turner	Chief Executive Officer and Director (Principal Executive Officer)	September 10, 2025

/s/ Marc Panoff Marc Panoff	Senior Vice President, Finance (Principal Financial and Accounting Officer)	September 10, 2025

* Scott Garland	Chairman of the Board of Directors	September 10, 2025

* Rajul Jain, M.D.	Director	September 10, 2025

* Rebecca Luse	Director	September 10, 2025

* Ran Nussbaum	Director	September 10, 2025

* Zachary Prensky	Director	September 10, 2025

* Robert R. Ruffolo, Jr., Ph.D., D.Sc. (h), D.Eng. (h), F.C.P.P.	Director	September 10, 2025

* Chen Yu, M.D.	Director	September 10, 2025


*By:		/s/ Heather Turner
		Heather Turner
		Attorney-in-Fact

Exhibit 5.1

LOGO

Divakar Gupta

+1 (212) 479-6474

dgupta@cooley.com

September 10, 2025

LB Pharmaceuticals Inc

One Pennsylvania Plaza, Suite 1025

New York, NY 10119

Ladies and Gentlemen:

You have requested our opinion, as counsel to LB Pharmaceuticals Inc, a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), covering an underwritten public offering of up to $21,083,328.00 of the Company’s common stock, par value $0.0001 per share (“Shares”). The Registration Statement incorporates by reference the registration statement on Form S-1, as amended (No. 333-289812) (the “Prior Registration Statement”), including the prospectus that is part of the Prior Registration Statement (the “Prospectus”).

In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.3 to the Prior Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.5 to the Prior Registration Statement, each of which is to be in effect in connection with the closing of the offering contemplated by the Prior Registration Statement, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) the Amended and Restated Certificate of Incorporation referred to in clause (i)(c) is filed with the Secretary of State of the State of Delaware before issuance of the Shares.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Prior Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we undertake no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

T:+1 212 479 6000 f:+1 212 479 6275 cooley.com

LOGO

LB Pharmaceuticals Inc

Page 2

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP


By:		/s/ Divakar Gupta
		Divakar Gupta

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

T:+1 212 479 6000 f:+1 212 479 6275 cooley.com

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated June 27, 2025, except for the effects of the reverse stock split described in Note 15, as to which the date is September 8, 2025, relating to the financial statements of LB Pharmaceuticals Inc (the Company), which is included in the Registration Statement on Form S-1 (No. 333-289812). Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in such Registration Statement.

/s/ BDO USA, P.C.

New York, New York

September 10, 2025

S-1 S-1MEF EX-FILING FEES 333-289812 0001691082 LB PHARMACEUTICALS INC N/A N/A 0001691082 2025-09-10 2025-09-10 0001691082 1 2025-09-10 2025-09-10 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-1
LB PHARMACEUTICALS INC

Table 1: Newly Registered and Carry Forward Securities	☐Not Applicable

		Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to be Paid	1	Equity	Common Stock, par value $0.0001 per share	457(o)	$ 21,083,328.00	0.0001531	$ 3,227.86
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
			Total Offering Amounts:		$ 21,083,328.00		$ 3,227.86
			Total Fees Previously Paid:				$ 0.00
			Total Fee Offsets:				$ 0.00
			Net Fee Due:				$ 3,227.86

¹	(1) Represents only the additional $21,083,328.00 of shares of common stock being registered pursuant to this registration statement and includes shares of common stock that the underwriters have the option to purchase. Does not include the $306,666,672 of shares of common stock that were previously registered on the Registration Statement on Form S-1 (File No. 333-289812), as amended (the "Prior Registration Statement"). (2) Based on the public offering price. (3) The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"), based on the maximum aggregate offering price. The registrant previously registered an aggregate of $306,666,672 of shares of its common stock on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on September 10, 2025. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a maximum aggregate offering price of $21,083,328.00 is hereby registered, which includes shares of common stock that the underwriters have the option to purchase.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Table 3: Combined Prospectuses	☑Not Applicable

	Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A