As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275636
PROSPECTUS
168,725,925 Shares
Common Stock
Offered by
the Selling Securityholders
This prospectus relates to the resale from time to time of up to an aggregate of 168,725,925 shares of our common stock, $0.0001 par value per share, by the
selling securityholders identified in this prospectus (collectively with any donees, pledgees, assignees, transferees or other successors-in-interest, the Selling
Securityholders), pursuant to a Securities Purchase Agreement (the Purchase Agreement) between Aligos Therapeutics, Inc. (the Company) and the Selling Securityholders, which consist of (i) 31,429,266 shares of our
common stock presently issued and outstanding, (ii) 81,054,686 shares of our common stock issuable upon the exercise of outstanding pre-funded warrants to purchase shares of our common stock held by certain
Selling Securityholders (the Pre-Funded Warrants), and (iii) 56,241,973 shares of our common stock issuable upon the exercise of outstanding common warrants to purchase shares of our common stock
held by certain Selling Securityholders (the Common Warrants and together with the Pre-Funded Warrants, the Warrants) upon the satisfaction of specified conditions set forth in the
Purchase Agreement. The Warrants may be exercised in whole or in part at the discretion of the holder, subject to the limitations set forth therein. This prospectus provides you with a general description of the securities.
The Selling Securityholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their securities on any stock exchange, market, or
trading facility on which the securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices
determined at the time of sale, or at negotiated prices. See Plan of Distribution which begins on page 21.
We have two classes of common
stock: the voting common stock that the Selling Securityholders may, from time to time, sell, transfer, or otherwise dispose of and non-voting common stock. For a description of the rights of the voting common
stock and non-voting common stock, please see Description of Securities beginning on page 9 of this prospectus. Unless otherwise noted, all references in this prospectus to our common
stock, common shares or shares refers to our voting common stock.
We are not offering any shares of our common stock for
sale under this prospectus. We will not receive any of the proceeds from the sale of common stock by the Selling Securityholders. All expenses of registration incurred in connection with this offering are being borne by us. Moreover, we will receive
the exercise price upon any exercise of the Warrants, to the extent exercised on a cash basis. We currently intend to use such proceeds, if any, to fund working capital and other general corporate purposes. The holders of the Warrants are not
obligated to exercise the Warrants, and we cannot predict whether or when, if ever, the holders of the Warrants will choose to exercise their respective Warrants, in whole or in part.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any
amendments or supplements carefully before you make your investment decision.
INVESTING IN OUR SECURITIES
INVOLVES RISKS. SEE THE SECTION TITLED RISK FACTORS ON PAGE 7 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING
IN OUR SECURITIES.
Our common stock is listed on the Nasdaq Global Select Market under the symbol ALGS. On November 27, 2023, the
last reported sale price of our common stock on the Nasdaq Global Select Market was $0.708 per share.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 27, 2023.