As filed with the Securities and Exchange Commission on January 3, 2022April 20, 2023

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Silverback Therapeutics,ARS Pharmaceuticals, Inc.

(Exact name of registrantRegistrant as specified in its charter)

500 Fairview Ave N,11682 El Camino Real, Suite 600120

Seattle, Washington 98109San Diego, California 92130

(858) (206) 456-2900771-9307

(Address, including zip code, and telephone number, including area code, of registrant’sRegistrant’s principal executive offices)

Laura Shawver, Ph.D.Richard Lowenthal, M.S., MSEL

President and Chief Executive Officer

Silverback Therapeutics, Inc.11682 El Camino Real, Suite 120

500 Fairview Ave N, Suite 600

Seattle, Washington 98109San Diego, California 92130

(206)(858) 456-2900771-9307

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kenneth J. Rollins, Esq.

Wade W. Andrews, Esq.

Cooley LLP

4401 Eastgate Mall

San Diego, CA

Kenneth J. Rollins, Esq. Asa M. Henin, Esq. Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000		Alexander Fitzpatrick, J.D. Chief Legal Officer and Secretary 11682 El Camino Real, Suite 120 San Diego, California 92130 (858) 771-9307

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration StatementStatement.

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

The information in this prospectus is not complete and may be changed. WeThe selling stockholders may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdictionstate where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 3, 2022APRIL 20, 2023

PROSPECTUS

$250,000,000

64,779,432 Shares Common Stock

Preferred Stock

Debt Securities

Warrants

FromThis prospectus relates to the proposed resale from time to time by the selling stockholders named herein, together with any of such stockholders’ transferees, pledgees, donees or successors, of 64,779,432 shares of our common stock, par value $0.0001 per share, consisting of (i) 57,229,022 shares of our common stock acquired from us pursuant to an Agreement and Plan of Merger and Reorganization, dated as of July 21, 2022, as amended on August 11, 2022 and October 25, 2022, by and among Silverback Therapeutics, Inc., Sabre Merger Sub, Inc. and ARS Pharmaceuticals, Inc. and (ii) 7,550,410 shares of our common stock that have certain registration rights pursuant to that certain Amended and Restated Investors’ Rights Agreement, dated as of September 22, 2020, by and among Silverback Therapeutics, Inc. and certain of its stockholders party thereto.

We are not selling any of our common stock pursuant to this prospectus, and we will not receive any proceeds from the sale of our common stock offered by this prospectus by the selling stockholders.

The selling stockholders may offer up to $250,000,000 of any combinationand sell or otherwise dispose of the securitiesshares of our common stock described in this prospectus in onefrom time to time through public or more offerings.private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions.

This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to youbear all other costs, expenses and fees in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in anyregistration of the securities being offered.

This prospectusshares. See “Plan of Distribution” for more information about how the selling stockholders may not be used to consummate a salesell or dispose of any securities unless accompanied by a prospectus supplement.their shares of our common stock.

Our common stock is tradedlisted on theThe Nasdaq Global Market under the trading symbol “SBTX.”“SPRY”. On December 31, 2021,April 19, 2023, the last reported sales price of our common stock was $6.66 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.was $6.60 per share.

We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

Investing in our securitiescommon stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable“Risk Factors” on page 5 of this prospectus, supplement and any related free writing prospectus we have authorized in connection with a specific offering, and under similar headings in any amendment or supplement to this prospectus or in the other documents that are incorporated by reference into this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                , 2022.

2023.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-3 thatNeither we filed withnor the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings upselling stockholders have authorized anyone to a total aggregate offering price of $250,000,000. This prospectus providesprovide you with a general description of the securities we may offer.

Each time we offer securities under this prospectus, we will provide a prospectus supplementany information other than that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in, this prospectus or in any documents that we have incorporated by reference into, this prospectus. You should read this prospectus,We take no responsibility for, and can provide no assurance as to the reliability of, any applicable prospectus supplement and any related free writing prospectus, together with theother information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered.

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

Neither we, nor any agent, underwriter or dealer has authorized any person tothat others may give any information or to make any representation other than those contained or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus any applicable supplement to this prospectus or any related free writing prospectus do not constituteis an offer to sell oronly the solicitationshares of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securitiesour common stock offered hereby, but only under circumstances and in any jurisdiction to any person to whomjurisdictions where it is unlawfullawful to make such offer or solicitation in such jurisdiction.

do so. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the heading “Where You Can Find Additional Information.”

Throughout this prospectus, when we refer to the selling stockholders, we are referring to the selling stockholders identified in this prospectus and, as applicable, their permitted transferees or any related free writingother successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the headingsection titled “Where You Can Find MoreAdditional Information.”

Unless the context indicates otherwise, as used in this prospectus, the terms “Company,” “we,” “us,” and “our” refer to (i) Silverback Therapeutics, Inc., for periods prior to the effectiveness of the Merger (as defined below) and (ii) ARS Pharmaceuticals, Inc. for periods following the effectiveness of the Merger.

i

ii

RISK FACTORS

Investing in our securitiescommon stock involves a high degree of risk. YouBefore deciding whether to invest in our common stock, you should consider carefully review the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202022, filed with the SECSecurities and Exchange Commission (“SEC”) on March 29, 2021,23, 2023, as updated by our subsequent annual, quarterly and other reports and documents thatfilings we make with the SEC, which are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of whichtogether with other information in this prospectus is a part. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrencedocuments incorporated by reference. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks mightactually occur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause youthe trading price of our common stock to losedecline, resulting in a loss of all or part of your investment. Additional risks not presently knownPlease also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to usthis Offering

The selling stockholders named in this prospectus hold a significant portion of our total outstanding shares of common stock and any sale of such shares into the market in the future could cause the market price of our common stock to drop significantly.

The selling stockholders named in this prospectus may offer and sell up to 64,779,432 shares of our common stock, which represents approximately 68.6% of our total outstanding shares of common stock as of March 31, 2023. Certain of these shares are subject to lock-up restrictions pursuant to the Lock-Up Agreements that will expire on May 7, 2023. Sales of a substantial number of shares of our common stock in the public market by the selling stockholders named in this prospectus, or the perception that we currently believe are immaterial may also significantlythese sales might occur, could depress the market price of our common stock and could impair our business operations.ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales by the selling stockholders may have on the prevailing market price of our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus each prospectus supplement and the informationdocuments we have filed with the SEC that are incorporated by reference into this prospectus and each prospectus supplement contain forward-looking statements“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,Act. These statements relate to future events or the Exchange Act, thatto our future operating or financial performance and involve a number ofknown and unknown risks, and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties and other factors that may cause our actual results, and outcomes may differperformance or achievements to be materially different from any future results, and outcomes discussed inperformances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,” “may,” “will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,” “continue,” “seeks,” “pro forma,” or “anticipates,” or other similar words (including their use in the negative), or by discussions of future matters such as the development of new products, technology enhancements, possible collaborations and other statements that are not historical. These statementsmay include, but are not limited to, statements underabout:

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including their use in the negative) intended to identify forward-looking statements. These statements reflect our current views with respect to future events discussedand are based on assumptions and subject to risks and uncertainties. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These

statements are based upon information available to us as of the date of the document containing the applicable statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in our SEC filings, and may provide additional information in any applicable prospectus supplementsupplement. Also, these forward-looking statements represent our estimates and anyassumptions only as of the date of the document containing the applicable statement.

You should read this prospectus, the registration statement of which this prospectus is a part, the documents incorporated by reference herein, or therein could substantially harmand any applicable prospectus supplement completely and with the understanding that our business, operatingactual future results and financial condition and that if anymay be materially different from what we expect. We qualify all of these events occurs, it could adversely affect the value of an investment in our securities.

The cautionary statements made in this prospectus are intended to be applicable to all related forward-looking statements wherever they may appear in this prospectus or in any prospectus supplement or anythe foregoing documents incorporated by reference herein or therein. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except ascautionary statements. Unless required by law, we assumeundertake no obligation to update ouror revise any forward-looking statements even ifto reflect new information becomes availableor future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in the future.such forward-looking statements.

USE OF PROCEEDS

All the shares of our common stock to be sold pursuant to this prospectus will be sold by the selling stockholders. We will retain broad discretion over the usenot receive any of the net proceeds from such sales.

The selling stockholders will bear all fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of shares of our common stock to be sold by the selling stockholders pursuant to this prospectus.

SELLING STOCKHOLDERS

We have prepared this prospectus to allow the selling stockholders to offer and sell from time to time up to 64,779,432 shares of our common stock, consisting of (i) 57,229,022 shares of our common stock acquired from us pursuant to the Merger Agreement and (ii) 7,550,410 shares of our common stock that have certain registration rights pursuant to the Silverback IRA.

The following table sets forth (i) the name of each selling stockholder; (ii) the number of shares beneficially owned by each of the selling stockholders; (iii) the number of shares that may be offered under this prospectus; and (iv) the number of shares of common stock beneficially owned by each of the selling stockholders assuming all of the shares covered hereby are sold. We do not know how long the selling stockholders will hold the shares before selling them. Except as disclosed below in “—Relationships with Selling Stockholders”, we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any shares.

The information set forth in the table below is based upon information obtained from the selling stockholders. Beneficial ownership of the securities offered hereby. selling stockholders is determined in accordance with Rule 13d-3(d) under the Exchange Act. The percentage of shares beneficially owned prior to, and after, the offering is based on 94,448,028 shares of our common stock outstanding as of March 31, 2023.

As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a prospectus supplement, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the date of this prospectus.

Relationships with Selling Stockholders

Except as described below, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us.

Executive Officers, Directors and Employees

Peter Thompson, M.D., Dr. Thompson is a member at OrbiMed Advisors LLC, an investment firm. Dr. Thompson is the co-founder of Silverback and has served on our board of directors since April 2016, including as the Chair of Silverback from April 2016 to the closing of the Merger in any applicable prospectus supplement orNovember 2022. In addition, Dr. Thompson served as the Chief Executive Officer of Silverback from April 2016 to April 2020.

Jonathan Leff, Mr. Leff, a partner at Deerfield Management Company, L.P. has served on our board of directors since the closing of the Merger in any free writing prospectusesNovember 2022 and previously served as a member of the board of directors of Private ARS Pharma from September 2018 to November 2022.

Peter Kolchinsky, Ph.D., Dr. Kolchinsky, a founder and Managing Partner at RA Capital Management, L.P., has served on our board of directors since the closing of the Merger in November 2022 and previously served as a member of the board of directors of Private ARS Pharma from August 2021 to November 2022.

Rajeev Dadoo, Ph.D., Dr. Dadoo, a managing partner at SR One Capital Management, L.P., has served on our board of directors since the closing of the Merger in November 2022 and previously served as a member of the board of directors of Private ARS Pharma from August 2021 to November 2022.

Richard Lowenthal, M.S., MSEL, Mr. Lowenthalhas served as our President, Chief Executive Officer and member of our board of directors since the closing of the Merger in November 2022. He is a co-founder of Private ARS Pharma and served as its President and member of its board of directors since its inception in August 2015 and as its Chief Executive Officer since September 2018.

Sarina Tanimoto, M.D., M.B.A., Dr. Tanimoto has served as our Chief Medical Officer since the closing of the Merger in November 2022. Dr. Tanimoto is a co-founder of Private ARS Pharma and has served as its Chief Medical Officer since September 2018.

Robert Bell, Ph.D., Dr. Bell has served as our Chief Science Officer since the closing of the Merger in November 2022. Dr. Bell is a co-founder of Private ARS Pharma and has served as its Chief Science Officer since February 2019.

Justin Chakma, Mr. Chakma has served as our Chief Business Officer since the closing of the Merger in November 2022. Mr. Chakma has served as the Chief Business Officer of Private ARS Pharma since June 2019.

Pratik Shah, Ph.D., Dr. Shah has served as our Chair and member of our board of directors since the closing of the Merger in November 2022. Dr. Shah previously served on the board of directors of Private ARS Pharma from April 2016 to November 2022 and was appointed as its first Chair of the board of directors in September 2018.

Michael Kelly, Mr. Kelly has served on our board of directors since the closing of the Merger in November 2022 and previously served on the board of directors of Private ARS Pharma from May 2019 to November 2022.

Dana McGowan, Ms. McGowan served as the Chief Financial Officer of Private ARS Pharma from October 2018 to February 2022.

Indemnification Agreements

We have entered into indemnification agreements with certain of our current and former directors and executive officers, including former directors and executive officers of Silverback and Private ARS Pharma. Our amended and restated certificate of incorporation and our amended and restated bylaws provides that we may authorizewill indemnify our directors and officers to be providedthe fullest extent permitted by applicable law.

Silverback Related Party Transactions

Merger Agreement

On November 8, 2022, the Company (f/k/a Silverback) completed its previously announced Merger in accordance with the terms and conditions of the Merger Agreement, pursuant to youwhich Merger Sub merged with and into Private ARS Pharma, with Private ARS Pharma surviving the merger as a wholly owned subsidiary of Silverback (the “Merger”). Following the consummation of the Merger, the business previously conducted by Private ARS Pharma became the business conducted by the Company.

At the effective time of the Merger, each outstanding share of Private ARS Pharma capital stock (after giving effect to the preferred stock conversion and excluding any shares held as treasury stock by Private ARS Pharma or held or owned by Silverback or any subsidiary of Silverback or Private ARS Pharma and any dissenting shares) was converted into the right to receive 1.1819 shares of Silverback common stock, which resulted in the issuance by Silverback of an aggregate of 57,229,022 shares of Silverback common stock to the

stockholders of Private ARS Pharma in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and the rules promulgated thereunder, all of which are registered for resale pursuant to the registration statement of which this prospectus forms a part. In addition, Silverback assumed each outstanding and unexercised option to purchase Private ARS Pharma common stock and each outstanding and unexercised warrant to purchase Private ARS Pharma capital stock which became options and warrants to purchase shares of Silverback common stock. Concurrently with the execution of the Merger Agreement, certain officers, directors and stockholders of Private ARS Pharma and Silverback entered into the Lock-Up Agreements, pursuant to which they accepted certain restrictions on transfers of the shares of the Company for the Lock-Up Period.

Silverback Investors’ Rights, Management Rights, Voting and Co-Sale Agreements

In connection with a specific offering, we currently intend to useSilverback’s redeemable convertible preferred stock financings, Silverback entered into voting and right of first refusal, and co-sale agreements and the net proceeds from the saleSilverback IRA containing registration rights, information rights, rights of first offer, voting rights and rights of first refusal, among other things, with certain holders of our capital stock. Entities or persons affiliated with OrbiMed Advisors LLC, one of the securities offered herebyselling stockholders listed above, was a party to these agreements.

These stockholder agreements terminated upon the completion of Silverback’s initial public offering, except for working capital and other general corporate purposes,the registration rights granted under the Silverback IRA, which may include research and development, capital expenditures and other general and administrative expenses. We may also use a portionwill terminate upon the earliest of the net proceeds to acquire or invest in businesses, products or technologies that we believe are complementary to our own, although we have no current plans, commitments or agreements(i) with respect to any acquisitionsholder who then holds an amount of registrable securities that is equal to less than one percent (1%) of our outstanding securities and may sell all such registrable securities under Rule 144 during any 90 day period, and (ii) December 8, 2024. Entities or persons affiliated with OrbiMed Advisors LLC requested that we register the IRA Shares pursuant to the Silverback IRA.

Silverback Series C Redeemable Convertible Preferred Stock Financing

In September 2020, Silverback entered into a Series C redeemable convertible preferred stock purchase agreement with various investors, pursuant to which Silverback issued and sold an aggregate of 24,926,685 shares of its Series C redeemable convertible preferred stock at a price per share of $3.41 for gross proceeds of $84.9 million.

The table below sets forth the number of shares of Silverback’s Series C redeemable convertible preferred stock purchased by entities or persons affiliated with certain selling stockholders. Each share of Silverback’s Series C redeemable convertible preferred stock in the table below converted into one share of Silverback common stock upon the closing of Silverback’s initial public offering.

Private ARS Pharma Related Party Transactions

Private ARS Pharma Series D Convertible Preferred Stock Financing

In August 2021, Private ARS Pharma entered into a Series D preferred stock purchase agreement with various investors, pursuant to which Private ARS Pharma issued and sold an aggregate of 9,337,066 shares of its Series D convertible preferred stock at a price per share of approximately $5.89 for gross proceeds of approximately $55 million.

The table below sets forth the number of shares of Private ARS Pharma Series D convertible preferred stock purchased by entities or persons affiliated with certain selling stockholders.

Private ARS Pharma Investor Rights, Management, Voting and Co-Sale Agreements

In connection with the Private ARS Pharma Series D preferred stock financing, Private ARS Pharma entered into amended and restated investor rights, voting and right of first refusal and co-sale agreements containing registration rights, information rights, rights of first offer, voting rights and rights of first refusal, among other things, with certain holders of Private ARS Pharma capital stock. Certain entities or persons affiliated with our selling stockholders were parties to these agreements including entities or persons affiliated with Baker Bros, entities or persons affiliated with Deerfield Management, entities or persons affiliated with RA Capital Management, entities or persons affiliated with SR One Capital, Mr. Lowenthal, Dr. Tanimoto, Dr. Bell, The Pratik Shah Living Trust dated June 15, 2011 and GC&H Investments, L.P. These agreements terminated immediately prior to the closing of the Merger.

Private ARS Pharma Consulting Arrangements

In September 2018, Private ARS Pharma entered into a consulting agreement (the “Marlinspike Consulting Agreement”) with Marlinspike Group, LLC (“Marlinspike”). Dr. Shah, an affiliate of The Pratik Shah Living Trust dated June 15, 2011, one of the selling stockholders, is the President of Marlinspike, which provides management and business consulting services as well as business development support to us for a monthly fee of $20,000. Mr. Chakma, a selling stockholder, is a consultant of Marlinspike. The Marlinspike Consulting Agreement had an initial term of one year from the effective date and automatically renews for one-month terms.

The Marlinspike Consulting Agreement may be terminated by either party upon 14 days’ prior written notice. Private ARS Pharma incurred aggregate fees of $240,000 to Marlinspike for the years ended December 31, 2020 and 2021. For the year ended December 31, 2022, Private ARS Pharma incurred aggregate fees of $240,000 to Marlinspike pursuant to the Marlinspike Consulting Agreement. For the three months ended March 31, 2023, we incurred aggregate fees $60,000 to Marlinspike pursuant to the Marlinspike Consulting Agreement.

In September 2015, Private ARS Pharma entered into a consulting agreement (the “2015 PLC Consulting Agreement”) with Pacific-Link Consulting LLC (“PLC”). Mr. Lowenthal and Dr. Tanimoto, each a selling stockholder, are the owners of PLC, which provides general advice and assistance to us with respect to the development of current and future drug products. In addition, Sarah Lowenthal, the daughter of Mr. Lowenthal and Dr. Tanimoto and beneficiary of The Sarah L. Lowenthal Irrevocable Trust, UDT 9/23/2019, a selling stockholder, is employed by PLC. Private ARS Pharma incurred aggregate fees of approximately $1.3 million and $1.1 million to PLC for the years ended December 31, 2020 and 2021, respectively, pursuant to the 2015 PLC Consulting Agreement. On July 1, 2022, Private ARS Pharma entered into a revised consulting agreement with PLC (the “2022 PLC Consulting Agreement”) that superseded the 2015 PLC Consulting Agreement. The 2022 PLC Consulting Agreement has an initial term through July 1, 2023 and automatically renews for one-year terms, unless either party provides notice to the other party that the agreement will be discontinued. The 2022 PLC Consulting Agreement may be terminated by either party upon 60 days’ prior written notice. For the year ended December 31, 2022, Private ARS Pharma incurred aggregate fees of $2.1 million to PLC pursuant to the 2015 PLC Consulting Agreement and the 2022 PLC Consulting Agreement. For the three months ended March 31, 2023, we incurred aggregate fees of $0.6 million to PLC pursuant to the 2022 PLC Consulting Agreement.

PLAN OF DISTRIBUTION

We are registering the shares of our common stock held by the selling stockholders from time to time after the date of this prospectus. We will set forth innot receive any of the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from the sale by the selling stockholders of the shares of our common stock. The selling stockholders will bear all fees, commissions and discounts, if any, securitiesattributable to the sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of shares of our common stock to be sold by the selling stockholders pursuant to the prospectus supplementthis prospectus.

The term “selling stockholder” includes donees, pledgees, transferees or free writing prospectus. Pending these uses, we intend to invest the net proceedsother successors in short-term, interest-bearing investments, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States.

In addition, a selling stockholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners, stockholders, of some of the provisions of our amended and restated certificate of incorporation and amended and restated bylaws and of the Delaware General Corporation Law, or DGCL. This summary is not complete. For more detailed information, please see our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibitsother equityholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners, stockholders, or other equityholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is our affiliate (or to the extent otherwise required by law), we may, at our option, file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as well asagent for the relevant provisions of the DGCL.

Common Stock

Voting. Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders. The affirmative vote of holders of at least 66 ²/₃% of the voting power of all of the then-outstanding shares of capital stock, voting as a single class, will be required to amend certain provisions of our amended and restated certificate of incorporation, including provisions relating to amending our amended and restated bylaws, the classified structure of our board of directors, the size of our board of directors, removal of directors, director liability, vacancies on our board of directors, special meetings, stockholder notices, actions by written consent and exclusive jurisdiction.

Dividends. Subject to preferences that may apply to any outstanding preferred stock, holderspurchaser of our common stock, are entitledfrom the purchaser) in amounts to receive ratably any dividends that our boardbe negotiated, but, except as set forth in a supplement to this prospectus, in the case of directorsan agency transaction not in excess of a customary brokerage commission in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

To the extent required, this prospectus may declare outbe amended or supplemented from time to time to describe a specific plan of funds legally available for that purpose on a non-cumulative basis.

Liquidation.distribution. In connection with the event of our liquidation, dissolution or winding up, holderssale of our common stock will be entitled to share ratablyor interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences. Holdersturn engage in short sales of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock.in the course of hedging the positions they assume. The rights, preferences and privileges of the holders ofselling stockholders may also sell our common stock are subjectshort and deliver these shares to andclose out their short positions, or loan or pledge the securities to broker-dealers that in turn may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that wesell these shares. The selling stockholders may designate and issue in the future.

Preferred Stock

Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by stockholders, to issue up to 10,000,000 shares of preferred stock inalso enter into option or other transactions with broker-dealers or other financial institutions or create one or more series,derivative securities which require the delivery to establishsuch broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).

In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from time to time the number of sharesselling stockholders in amounts to be includednegotiated immediately prior to the sale.

The selling stockholders and any broker-dealers or agents that are involved in each such series,selling the securities may be deemed to fixbe “underwriters” within the rights, preferences and privilegesmeaning of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibilitySecurities Act in connection with possible acquisitionssuch sales. In such event, any commissions received by such broker-dealers or agents and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control that may otherwise benefit holders of our common stock and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stockprofit on the rightsresale of holders of common stock until the board of directors determines the specific rights attached to that preferred stock.

Registration Rights

Certain holders of shares of our common stock including certain holders of more than five percentpurchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of our capital stockcommon stock.

We will pay certain fees and entities affiliated with certain of our directors, are entitledexpenses incurred by us incident to certain rights with respect tothe registration of the shares of our common stockstock. We and certain of the selling stockholders parties to the Silverback IRA have agreed to indemnify each other against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. These shares are referred to as registrable securities.

The holdersresale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of these registrable securities possess registration rights pursuant to the terms of our amended and restated investors’ rights agreement and are

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

The amendment of any of these provisions would require approval by the holders of at least 66²/₃% of the voting power of all of our then-outstanding common stock entitled to vote generally in the election of directors, voting together as a single class.

The combination of these provisions make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering andCooley LLP, San Diego, California, will pass upon the validity of the securitiesshares of our common stock offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP.prospectus.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for for the year ended December 31, 2020,2022, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MOREADDITIONAL INFORMATION

This prospectus is part of athe registration statement on Form S-3 we filed with the SEC. This prospectusSEC under the Securities Act and does not contain all of the information set forth in the registration statementstatement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits to the registration statement. For further information with respect to us and the securities wethat are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neitherstatement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we nor any agent, underwriter or dealer has authorized any personare subject to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardlessand reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.

WeExchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

Copies of certain information filed by us with the SEC are also available on our Our website at www.silverbacktx.com.address is www.ars-pharma.com. Information contained inon or accessible through our website doesis not constitute a part of this prospectus and is not incorporated by reference intoherein, and the inclusion of our website address in this prospectus.prospectus is an inactive textual reference only.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You can request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

ARS Pharmaceuticals, Inc.

11682 El Camino Real, Suite 120

San Diego, California 92130

Attn: Investor Relations

(858) 771-9307

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth an estimate of the estimated costsfees and expenses, other than the underwriting discounts and commissions, payable by us in connection with the offeringissuance and distribution of the securities being registered. All the amounts shown below are estimates, except for the Securities Exchange Commission, or the SEC registration fee.

will enter into, and intends to continue to enter into, separate indemnification agreements with ourits directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require the Registrant, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as a director or officer, or any other company or enterprise to which the person provides services at our request. Other than the securities class action complaint filed in November 2021 against us and certain of ourits officers and directors in the U.S. District for the Western Districtagainst certain liabilities that may arise by reason of Washington, captioned Dresner v. Silverback Therapeutics, Inc., et al., Case No. 2:21-cv-01499, at present, no other litigationtheir status or proceeding is pending that involves any of ourservice as directors or officers, regarding whichother than liabilities arising from willful misconduct. These indemnification is sought, nor are we awareagreements also generally require the Registrant to advance any expenses incurred by the directors or officers as a result of any threatened litigation thatproceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may result in claimsbe sufficiently broad to permit indemnification of the Registrant’s officers and directors for indemnification.

provided, however,, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 as amended, or the Exchange Act, that are incorporated by reference into thisin the registration statement, or areis contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thisthe registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

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(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into

(6)

That, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. (7) That for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle,San Diego, State of Washington,California, on January 3, 2022.April 20, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laura Shawver, Ph.D.Richard Lowenthal and Jonathan Piazza, jointlyKathy Scott, and severally,each of them, as his or her true and lawful agent, proxy and attorneys-in-fact and agents, with full powerpowers of substitution and resubstitution, for him or herthem and in his or hertheir name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement, togetherand to file the same, with all schedules and exhibits thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act onwith the Securities and file any supplementExchange Commission, and generally to any prospectus includeddo all such things in this registration statement or any such amendment or any subsequent registration statement filed pursuanttheir names and behalf in their capacities as officers and directors to Rule 462(b) underenable ARS Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and (iv) take anyall requirements of the Securities and all actions which may beExchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or appropriate to be done in connection therewith, as fully forto all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxysaid attorneys-in-fact and attorney-in-factagents, or any of them, or their or his substitutes or her substitutessubstitute, may lawfully do or cause to be done by virtue thereof.hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.