Lycia Therapeutics, Inc.

nthe initiation, timing, progress, results and costs of our ongoing clinical trials for LCA-0061 and LCA-0321, IND-enabling activities and planned clinical trial for LCA-0062 and our other therapeutic candidates, as well as any future preclinical studies and clinical trials and our research and development programs;

nthe timing of and our ability to obtain and maintain regulatory approvals for LCA-0061, LCA-0062, LCA-0321 and any future therapeutic candidates;

nour ability to obtain funding for our operations, including funding necessary to complete further clinical development and commercialization of LCA-0061, LCA-0062 and LCA-0321 and further discovery, development and commercialization of earlier stage and future therapeutic candidates, if approved;

nestimates of the addressable market for our current and any future therapeutic candidates, and market growth;

nour plans to develop and, if approved, commercialize LCA-0061 and LCA-0062 for the treatment of allergic diseases, including food allergy, LCA-0321 for the treatment of Graves’ disease and our other therapeutic candidates;

nour expectations regarding demand for, and market acceptance of, our current and any future therapeutic candidates, if approved;

nour ability to market or commercialize any therapeutic candidates we may develop and to compete effectively with existing competitors and new market entrants;

nour ability to obtain, maintain, protect and enforce intellectual property and proprietary rights;

nour ability to expand our pipeline of therapeutic candidates;

nthe potential effects of extensive government regulations relating to our industry;

nour ability to retain the continued service of our key professionals and consultants and to identify, hire and retain key management and technical personnel;

nour expectations regarding any current or future collaboration and licensing arrangements with third parties, including our ability to reach development milestones under such agreements;

nthe impact of natural disasters, terrorist activity, pandemics and other events beyond our control on any of the above or any other aspect of our business operations;

ngeneral global macroeconomic, industry and market conditions in either domestic or international markets, as well as economic conditions specifically affecting industries in which we operate, including but not limited to, actual or perceived instability in the global banking industry, potential uncertainty with respect to the U.S. federal debt ceiling and budget and potential government shutdowns related thereto, labor shortages, supply chain disruptions, potential recession, inflation and changing interest rates;

nthe impact of natural and man-made global events on our business, including political instability and military hostilities in multiple geographies, including global responses thereto;

nour expectations regarding expenses, future revenue, capital requirements and our needs for additional financing;

nour expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act or a smaller reporting company;

nour ability to maintain adequate internal controls over financial reporting and to manage our business in accordance with applicable laws and the highly regulated industry in which we participate; and

nour expected use of the net proceeds from this offering and our existing cash, cash equivalents and marketable securities.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.