CONFIDENTIAL DRAFT — September 11, 2023 — Subject to Completion
The information in this preliminary prospectus supplement is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS SUPPLEMENT
(Subject to Completion, dated September 11, 2023)
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-274851
(To Prospectus dated August 22, 2023)
Penterra Pharmaceuticals Corp.
6,250,000 Shares of Common Stock
Par Value $0.001 Per Share
This prospectus supplement relates to the offer and sale of 6,250,000 shares of common stock, par value $0.001 per share, of Penterra Pharmaceuticals Corp. by the selling stockholders identified in this prospectus supplement. The selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to 937,500 additional shares of our common stock at the public offering price, less the underwriting discount.
The Company will not receive any of the proceeds from the sale of shares by the selling stockholders.
Our common stock is listed on the Nasdaq Global Select Market under the symbol "PNTR." On [●], 2023, the last reported sale price of our common stock on the Nasdaq Global Select Market was $[●] per share.
Investing in our common stock involves risks. See "Risk Factors" beginning on page S-[●] of this prospectus supplement and on page [●] of the accompanying prospectus for a discussion of certain risks that you should consider before investing in our common stock.
The underwriters may also purchase from the selling stockholders up to an additional 937,500 shares of common stock, at the public offering price less the underwriting discount, within 30 days from the date of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers
Ridgeline Securities LLC
Broadmark Capital Inc.
Co-Managers
Linden Groves & Co.
Harborview Partners LLC
[●], 2023
Penterra Pharmaceuticals Corp.
6,250,000 Shares of Common Stock
PRELIMINARY PROSPECTUS SUPPLEMENT
Ridgeline Securities LLC
Broadmark Capital Inc.
Linden Groves & Co.
Harborview Partners LLC
[●], 2023
Ridgeline Securities LLC 383 Madison Avenue New York, NY 10017
Broadmark Capital Inc. 200 Park Avenue New York, NY 10166
Linden Groves & Co. 745 Fifth Avenue New York, NY 10151
Harborview Partners LLC 1 Federal Street Boston, MA 02110
No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus.
| Per Share | Total | |
| Public offering price | $[●] | $[●] |
| Underwriting discount | $[●] | $[●] |
| Proceeds to selling stockholders, before expenses | $[●] | $[●] |