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Goldman Sachs & Co. LLC SVB Leerink Evercore Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239405 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Dated June 24, 2020 PRELIMINARY PROSPECTUS SUPPLEMENT (to Prospectus dated June 24, 2020) $125,000,000 and 6,824,992 Shares Offered by Selling Stockholder Common Stock We are offering $125,000,000 of shares of our common stock, and Shire Human Genetic Therapies, Inc., which we refer to as the selling stockholder, is offering 6,824,992 shares of our common stock, pursuant to this prospectus supplement and the accompanying prospectus. We will not receive any proceeds from the sale of shares of common stock by the selling stockholder. Our common stock is listed on the Nasdaq Global Select Market under the symbol “TBIO”. The last reported sale price of our common stock on the Nasdaq Global Select Market on June 23, 2020 was $23.87 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-13 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial price to public $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to the selling stockholder $ $ (1) We refer you to “Underwriting” beginning on page S-26 of this prospectus supplement for additional information regarding underwriting compensation. We have granted the underwriters a 30-day option to purchase up to an additional $ of shares of our common stock from us at the public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares on or about , 2020. Joint Book-Running Managers Goldman Sachs & Co. LLC SVB Leerink Evercore ISI Co-Lead Managers H.C. Wainwright & Co. Roth Capital Partners Prospectus Supplement dated , 2020 Table of Contents Table of Contents Prospectus Supplement Page About This Prospectus Supplement S-1 Prospectus Supplement Summary S-2 Risk Factors S-13 Cautionary Note Regarding Forward-Looking Statements and Industry Data S-15 Use of Proceeds S-17 Dilution S-19 Selling Stockholder S-21 Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders of our Common Stock S-22 Underwriting S-26 Legal Matters S-32 Experts S-32 Where You Can Find More Information S-33 Incorporation of Certain Information by Reference S-33 Prospectus Page ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 3 PROSPECTUS SUMMARY 5 RISK FACTORS 8 USE OF PROCEEDS 9 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF CAPITAL STOCK 19 DESCRIPTION OF UNITS 26 DESCRIPTION OF WARRANTS 27 FORM OF SECURITIES 28 PLAN OF DISTRIBUTION 30 LEGAL MATTERS 33 EXPERTS 33 Table of Contents About This Prospectus Supplement This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this common stock offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides additional information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Neither we nor the underwriters or the selling stockholder have authorized anyone to provide any information other than that contained or incorporated by reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We, the underwriters and the selling stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement and in the accompanying prospectus. We and the selling stockholder are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Translate Bio, Inc., a Delaware corporation, and its consolidated subsidiaries. S-1 Table of Contents Prospectus Supplement Summary This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference herein and therein. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus supplement and accompanying prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page S-13 of this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision. Company Overview We are a clinical-stage messenger RNA, or mRNA, therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction. Using our proprietary mRNA therapeutic platform, or MRT platform, we create mRNA that encodes functional proteins. Our mRNA is designed to be delivered to the target cell where the cell’s own machinery recognizes it and translates it, restoring or augmenting protein function to treat or prevent disease. We believe that the mRNA design, delivery and manufacturing capabilities of our MRT platform provide us with the most advanced platform for developing product candidates that deliver mRNA encoding functional proteins for therapeutic uses. We believe that our MRT platform is broadly applicable across multiple diseases in which the production of a desirable protein can have a therapeutic effect, with the potential to transform life- threatening illnesses into manageable chronic conditions.
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