AgomAb Therapeutics NV

Date of Prospectus: 2026

AgomAb Therapeutics NV IPO: Growth-Driven Biotech Debut on Nasdaq Signals Ambitious Expansion

AgomAb Therapeutics NV, a Belgium-based clinical-stage biopharmaceutical company, prepares for a transformative Nasdaq IPO aiming to fuel its pipeline of innovative therapeutics. This article dissects the IPO’s structure, financials, risks, and prospects for investors, based solely on disclosed information. The analysis is crafted for investors, analysts, and market watchers seeking an authoritative, data-driven guide to this high-profile listing.

IPO Snapshot: Key Terms and Offer Details

AgomAb Therapeutics NV is offering American Depositary Shares (ADSs) representing common shares on the Nasdaq Global Market under the symbol AGMB. Each ADS corresponds to one common share, with the initial public offering price expected to be determined within a specified range (exact figures to be confirmed at pricing).

The IPO is structured as a pure primary offer, with all proceeds going to the company and no publicized secondary sales by existing shareholders.

Use of Proceeds: Fueling Clinical and Pipeline Expansion

AgomAb intends to deploy the net proceeds from the IPO in a growth-focused strategy:

• Advance clinical development of ontunisertib, including a planned global Phase 2b trial in FSCD patients.
• Advance clinical development of AGMB-447, with a planned Phase 2 trial in IPF patients.
• Fund preclinical candidates, make a milestone payment for the Origo Biopharma, S.L. acquisition, and cover general and administrative expenses, working capital, and other corporate purposes.

Management will retain broad discretion over the allocation of funds. There is no indication of debt repayment, underscoring a growth-driven rather than deleveraging story [[17]], [[94]].

Dividend Policy and Shareholder Returns

AgomAb does not currently plan to pay dividends. The company expects to reinvest any earnings for research and growth, and has not set a payout ratio or dividend timetable [[91]].

IPO Placement Breakdown and Lock-up Commitments

All ADSs are offered to the public. Directors, executive management, and substantially all major shareholders are subject to a 180-day lock-up period post-IPO, restricting sales and transfers. ESOPs and share warrants are in place, but exercise is subject to lock-up and regulatory limits [[86]], [[235]].

Investor Participation and Book Quality

While the document highlights a historically strong syndicate of private investors in pre-IPO rounds, it does not disclose anchor or cornerstone investors for the IPO itself. No pre-listing disposals or secondary sales by insiders are specified.

The absence of final subscription data or explicit book quality assessments means no direct inference on first-day performance can be made from the document.

Deal Parties, Underwriters, and Listing Structure

Lead Investment Banks and Bookrunners:

• J.P. Morgan Securities LLC
• Morgan Stanley & Co. LLC
• Leerink Partners LLC
• Van Lanschot Kempen (USA) Inc.

Lock-up and stabilization measures are robust, including a 30-day over-allotment (greenshoe) option and a 180-day lock-up for insiders and the issuer. These provisions, and the involvement of leading global coordinators, suggest substantial support for listing-day price stability [[247]], [[250]].

Company Overview: Business Model, Markets, and Strengths

AgomAb Therapeutics NV is a clinical-stage biopharmaceutical innovator focused on developing novel therapeutics for fibrotic diseases.

• Lead product candidates: ontunisertib (entering global Phase 2b trial for FSCD) and AGMB-447 (Phase 2 trial for IPF).
• Additional pipeline includes preclinical and early-stage development programs, plus rights acquired via Origo Biopharma, S.L.
• Revenue Streams: As a development-stage biotech, AgomAb currently generates no revenue from product sales and is not yet profitable. Future revenue is expected to derive from the successful commercialization of pipeline assets, subject to R&D and regulatory milestones.
• Customer Segments: Not yet commercial; ultimate customers will be healthcare providers and payers treating fibrotic disease patients.
• Geographic Focus: Belgium headquarters, with expansion potential in the U.S., Europe, and globally.

Industry/sector definition, market size, and share are not quantified in the prospectus.

Financial Health: Key Balance Sheet and Cash Flow Metrics

AgomAb is an R&D-stage company with significant cash reserves and no revenue. The financial position is summarized below:

There is no revenue, gross profit, EBIT/EBITDA, or net profit, as the company is pre-commercialization. Cash burn is significant and ongoing due to R&D investment [[21]], [[23]], [[101]].

Market Position, Brand, and Competitive Advantages

AgomAb’s competitive advantages are rooted in its clinical pipeline (notably ontunisertib and AGMB-447), IP portfolio, and collaborations. Market share, competitive ranking, and brand value are not quantified, but the company positions itself as an emerging innovator in the fibrotic disease segment [[111]].

Management and Governance

Key management includes:

• Tim Knotnerus – Chief Executive Officer
• Legal, financial, and sectoral advisors listed include Goodwin Procter LLP, Baker McKenzie BV/SRL, Clifford Chance LLP, and Davis Polk & Wardwell LLP.

Further details on the management team’s experience are implied but not expanded with bios or track records in the prospectus [[1]].

Sector Trends, Timing, and Market Environment

AgomAb operates in the biopharmaceutical sector, focused on innovative therapies for fibrotic diseases. The prospectus indicates industry uncertainty and risk due to the nature of drug development, regulatory timelines, and the competitive landscape.

Timing: The company expects to list as soon as practicable after the registration statement is declared effective, with actual offer and listing dates to be confirmed at pricing.

There is no quantitative macroeconomic or sectoral data, nor mention of comparable IPOs or sector index performance within the period, in the prospectus.

Key Risk Factors: Material Exposures and Challenges

Major risks disclosed include:

• Clinical and regulatory uncertainty: All lead programs remain in clinical development. Failure or delay in trials would materially affect prospects.
• Operating losses and cash burn: Accumulated losses of €164.3 million as of September 30, 2025, with no product revenue to date.
• Capital needs: Additional capital will be required beyond IPO proceeds to achieve commercialization.
• Internal controls: Material weaknesses in internal financial controls have been identified, with remediation ongoing.
• Market and liquidity risks: No public market for ADSs prior to IPO; potential volatility and illiquidity post-listing.
• Dilution risk: Significant dilution to new investors is expected due to negative book value and the discount to legacy shareholders.
• Concentration of control: Post-IPO, executive officers, directors, and major shareholders may retain significant voting power.
• Data privacy, IP, and sector regulation: Compliance with privacy laws, protection of intellectual property, and industry regulations present ongoing risks.

Risks are not quantified with specific probabilities or financial impact figures [[22]], [[23]], [[24]], [[73]], [[78]], [[84]].

Growth Strategy and Expansion Plans

AgomAb’s growth plan is clear and expansionist:

• Advance lead assets (ontunisertib and AGMB-447) through global Phase 2 trials.
• Develop additional preclinical programs and expand the pipeline via in-licensing, acquisitions, and internal R&D.
• Build out manufacturing, clinical, and commercial infrastructure as programs progress.
• Potential for further M&A and technology investments, as indicated by the Origo Biopharma milestone payment [[17]], [[94]].

Ownership Structure and Lock-up Commitments

Pre- and Post-IPO Shareholding: Prior to the IPO, 25,000 common shares are outstanding with several series of preferred shares converting to common at IPO. Major shareholders, directors, and management are subject to a 180-day lock-up, with ESOPs and warrants outstanding as described below:

• 1,553,522 Series A/B/C/D preferred shares convert to common at IPO.
• 94,345 common shares issued to argenx BV upon conversion of the profit sharing certificate.
• 163,893 common shares subject to outstanding ESOP warrants as of September 30, 2025.

Anti-dilution warrants exist but expire at IPO. Substantial dilution for new investors is expected, and post-IPO controlling stakes may remain concentrated among legacy holders [[21]], [[86]], [[289]].

Valuation and Peer Comparison

The prospectus does not disclose P/E, P/B, EV/EBITDA, revenue growth, ROE, ROA, or dividend yield for AgomAb or any peer companies. No peer symbols or sector comparables are listed.

Research Coverage and Analyst Opinions

No research analyst coverage, price targets, or institutional opinions are included or referenced in the prospectus. The company notes a lack of current analyst coverage, which may affect trading volume and share price post-IPO [[85]].

Listing Outlook: First-Day Performance and Investment Merits

Based on the prospectus, AgomAb Therapeutics NV’s IPO embodies a classic high-risk, high-reward profile typical of clinical-stage biotechs:

• Strong cash reserves and a clear use-of-proceeds plan focused on pipeline advancement support a growth narrative.
• No revenues and significant operating losses mean valuation is speculative and dependent on clinical milestones.
• Robust lock-ups and stabilization measures by top-tier underwriters favor initial price stability.
• Dilution is significant, and new shareholders may face concentrated insider control post-IPO.

Inferred Outlook: If clinical milestones progress as planned and investor risk appetite for biotech remains robust at listing, AGMB may see a stable or slightly positive debut. However, the absence of anchor investors and reliance on clinical catalysts could lead to high volatility. The likely trading range is impossible to quantify without an offer price, but substantial discounting to book value and dilution are expected. This IPO is suitable for long-term, risk-tolerant investors seeking exposure to innovative biotech.

Prospectus Access

The full prospectus and ongoing regulatory filings are available at: www.sec.gov and www.agomab.com