tm2612020-1_424b5 - none

424B5 1 tm2612020-1_424b5.htm 424B5 tm2612020-1_424b5 - none - 5.9410889s

Registration No. 333-276183
Filed Pursuant to Rule 424(b)(5)

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 29, 2023)

11,111,111

Ordinary Shares

We are offering 11,111,111 of our ordinary shares, nominal value $0.00003881 per ordinary share.

Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “MGTX.” On April 15, 2026, the last reported sale price of our ordinary shares on the Nasdaq Global Select Market was $11.25 per ordinary share.

We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Investing in our ordinary shares involves risk. See “Risk Factors” on page S-6 of this prospectus supplement, on page 6 of the accompanying base prospectus and our filings with the Securities and Exchange Commission, or the SEC, that are incorporated by reference herein and therein to read about factors you should consider before investing in our ordinary shares.

	Per Share			Total
Offering price		$	9.00		$	99,999,999.00
Underwriting discounts and commissions(1)		$	0.54		$	5,999,999.94
Proceeds, before expenses, to us		$	8.46		$	93,999,999.06

(1)

We refer you to “Underwriting” beginning on page S-20 for additional information regarding underwriting compensation.

Neither the SEC 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.

The ordinary shares will be ready for delivery on or about April 17, 2026.

Joint Book-Running Managers

BofA SecuritiesGoldman Sachs & Co. LLC

Co-Manager

Raymond James

The date of this prospectus supplement is April 16, 2026.

	Page
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		S-2
SUMMARY		S-4
THE OFFERING		S-5
RISK FACTORS		S-6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-7
USE OF PROCEEDS		S-8
DIVIDEND POLICY		S-9
DILUTION		S-10
MATERIAL CAYMAN ISLANDS TAX CONSIDERATIONS		S-11
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS		S-12
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS		S-15
UNDERWRITING		S-20
LEGAL MATTERS		S-27
EXPERTS		S-27

	Page
PROSPECTUS
ABOUT THIS PROSPECTUS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		3
PROSPECTUS SUMMARY		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF SHARE CAPITAL		8
DESCRIPTION OF WARRANTS		16
DESCRIPTION OF PURCHASE CONTRACTS		17
DESCRIPTION OF UNITS		18
GLOBAL SECURITIES		19
PLAN OF DISTRIBUTION		23
LEGAL MATTERS		25
EXPERTS		25

Offering price per ordinary share			$	9.00
Net tangible book value per ordinary share as of December 31, 2025	$	(0.27)
Increase in net tangible book value per ordinary share attributable to the offering	$	1.04
As adjusted net tangible book value per ordinary share after giving effect to the offering			$	0.77
Dilution per ordinary share to new investors participating in the offering			$	8.23

Underwriter	Number of Ordinary Shares
BofA Securities, Inc.		5,000,000
Goldman Sachs & Co. LLC		5,000,000
Raymond James & Associates, Inc.		1,111,111
Total		11,111,111

	Per Ordinary Share
Offering price		$	9.00
Underwriting discounts and commissions		$	0.54
Proceeds, before expenses, to us		$	8.46

SEC Form 424B5 filed by MeiraGTx Holdings plc