TSS Inc美股招股说明书(2025-08-14版)

Prospectus Supplement(To Prospectus dated June 27, 2025) We are offering 3,000,000 shares of our common stock, par value $0.0001 per share, pursuant to this prospectus supplement and theaccompanying prospectus. The public offering price is $17.00 per share. Our common stock is currently traded on the Nasdaq Capital Market under the symbol “TSSI.” On August 11, 2025, the closing priceof our common stock was $18.83 per share. Public offering price (1) We have agreed to pay the Underwriter a cash fee equal to 5.0% of the gross proceeds of this offering. This does not include thereimbursement of certain expenses of the Underwriter we have agreed to pay. See “Underwriting” beginning on page S-14 of thisprospectus supplement for additional information about the expenses for which we have agreed to reimburse the underwriters inconnection with this offering. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to anadditional 450,000 shares of common stock, solely to cover over-allotments, if any. Investing in our securities involves a high degree of risk. See “Risk Factors” on pageS-7 of this prospectus supplement and inour filings with the U.S. Securities and Exchange Commission that are incorporated by reference into this prospectussupplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The underwriter expects to deliver the common stock to purchasers on or about August 14, 2025. Lucid Capital Markets The date of this prospectus supplement is August 13, 2025. TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-6Risk FactorsS-7Note Regarding Forward-Looking StatementsS-9Use of ProceedsS-10Dividend PolicyS-11CapitalizationS-12DilutionS-13UnderwritingS-14Legal MattersS-16ExpertsS-17Where You Can Find More InformationS-18Incorporation By ReferenceS-19 Prospectus About This Prospectus.3Prospectus Summary.4Risk Factors.6Note Regarding Forward-Looking Statements.7Use Of Proceeds.8Description Of Capital Stock..9Description Of Debt Securities.13Description Of Warrants.20Description Of Units.22Plan Of Distribution.23Legal Matters.25Experts.26Where You Can Find More Information.27Incorporation By Reference.28 About This Prospectus Supplement This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying any of thecommon stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus,together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and“Incorporation By Reference” in this prospectus supplement. These documents contain important information that you should considerwhen making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stockand adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, dated June 27, 2025,including the documents incorporated by reference therein, provides more general information. Generally, when we refer to thisprospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the informationcontained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in anydocument incorporated by reference that was filed with the Securities and Exchange Commission, or SEC, before the date of thisprospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one ofthese documents is inconsistent with a statement in another document having a later date, the statement in the document having thelater date modifies or supersedes the earlier statement. You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanyingprospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor any ofthe underwriters have authorized anyone to provide you with different information. If anyone provides you with different orinconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities inany jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectussupplement,the accompanying prospectus,the docu