Weave Communications Inc美股招股说明书(2025-06-04版)

issued to the selling stockholders in connection with the TrueLark Acquisition described below. We relied upon the exemption fromregistration provided by section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder with respect to the initial issuance of Resale Shares. To the extent that any selling stockholders resell any Resale Shares, the selling stockholders may be required to provide youwith this prospectus identifying and containing specific information about the selling stockholders and the amount and terms of thesecurities being offered. You should read this prospectus before you invest. We will not receive any proceeds from the sale of ourcommon stock by the selling stockholders. of the Company (“Merger Sub”), Vidurama, Inc., a Delaware corporation doing business as TrueLark (“TrueLark”), Srivatsan Laxman,solely in his capacity as representative of the indemnifying stakeholders, pursuant to which we acquired TrueLark through a merger ofMerger Sub with and into TrueLark (the “TrueLark Acquisition”). The closing of the TrueLark Acquisition occurred on May 16, 2025.In connection with the closing, 931,438 shares of our common stock were issued or are issuable to certain TrueLark stakeholders, and TrueLark stakeholders set forth in the Merger Agreement for a period of up to twelve months following the closing, which may resultin the issuance of additional shares of our common stock to certain TrueLark stakeholders.The selling stockholders may sell any or all of their Resale Shares from time to time on The New York Stock Exchange (the“NYSE”) or any other stock exchange, market, or trading facility on which shares of our common stock are traded or in privatetransactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the timeof sale, or at negotiated prices. See “Plan of Distribution” in this prospectus supplement.The selling stockholders may sell some, all or none of the Resale Shares offered by this prospectus supplement and we do not Acquisition by and among us, TrueLark, and certain stakeholders of TrueLark.Our common Stock is listed on the NYSE under the symbol “WEAV.” On June 4, 2025, the last reported sale price of ourcommon stock on the NYSE was $9.68 per share. Our principal executive office is located at 1331 West Powell Way, Lehi, Utah Investing in our securities involves risks. Please carefully read the information under the headings “Risk Factors”beginning on pageS-3of this prospectus supplement and the information included and incorporated by reference in thisprospectus supplement and the accompanying prospectus before you invest in our securities. accompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 4, 2025. TABLE OF CONTENTSProspectus Supplement About This Prospectus SupplementProspectus Summary This document is part of the registration statement on Form S-3 (File No. 333-287359) that we filed on May 16, 2025 withthe Securities and Exchange Commission, or SEC, using a “shelf” registration process and consists of two parts. The first part is this We and the selling stockholders have not authorized anyone to provide you with information or to make any representation other than the information and representations contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus and the documents incorporated by reference herein and therein, along with the information contained inany permitted free writing prospectuses we have authorized for use in connection with this offering. We and the selling stockholderstake no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions only as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospectsmay have changed since those dates. It is important for you to read and consider all information contained or incorporated by referencein this prospectus supplement and the accompanying prospectus in making your investment decision. You should read this prospectussupplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this the accompanying prospectus, before investing in our common stock.This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any common stock otherthan the common stock described herein or an offer to sell or the solicitation of an offer to buy such common stock in anycircumstances in which such