Bambusa Therapeutics, Inc.

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact contained in this prospectus, including statements regarding our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans, or intentions relating to product candidates and markets and business trends are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions.

These statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•the potential beneficial characteristics, safety, efficacy, and positive effects of our product candidates across various diseases and indications;

•the likelihood of our clinical trials demonstrating safety, efficacy, and potency of our product candidates, and other positive results;

•the timing, progress, and results of our ongoing and planned clinical trials for our current product candidates, including plans for enrollment and the timing and content of any data we may release;

•our plans relating to the clinical development of our product candidates, including the size, number, and areas to be evaluated, and which indications we may pursue;

•our estimates regarding the total addressable market for our product candidates;

•our plans and strategy relating to commercializing, manufacturing, and marketing any of our current or future product candidates, if approved, including the geographic areas of focus;

•our competitive position and the success of competing products that are or may become available;

•the rate and degree of market acceptance by physicians and patients, and others in the medical community, including the perceived clinical benefit and risk of our current product candidates and other product candidates we may develop;

•the timing, scope, and likelihood of regulatory filings and approvals for our current product candidates;

•our expectations regarding third-party coverage, reimbursement policies, and pricing regulations applicable to our product candidates, if approved;

•the impact of existing laws and regulations and regulatory developments in the United States and other jurisdictions;

•our ability to maintain compliance with our license agreement with BioNTech Zhuhai, including efforts to meet the development and commercial milestones thereunder, and otherwise maintain our intellectual property rights thereunder;

•our ability to obtain, and negotiate favorable terms of any, collaboration, partnership, licensing, or other arrangements that may be necessary or desirable to develop, manufacture, or commercialize our product candidates;

•our ability to out-license or sell one or more of our current or future product candidates to one or more third parties on favorable terms and the potential impact of any such transaction on our common stock;

•our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering our current product candidates;

•our continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for clinical trials and commercialization of our product candidates, if approved;

•our financial performance and the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing, and the period over which our existing cash and cash equivalents and short-term investments will be sufficient to fund our future operating expenses and capital expenditure requirements;

•our expectations regarding the period during which we will remain an emerging growth company and smaller reporting company under the JOBS Act;

•remediating the material weakness in our internal control over financial reporting; and