Uranium Energy Corp美股招股说明书(2025-10-06版)

Prospectus Supplementto Prospectus dated November 16, 2022 This is a public offering of 15,500,000 shares of common stock of Uranium Energy Corp. (“UEC,” the “Company,” “we,” or “us”). Ourcommon stock is listed on the NYSE American LLC (the “NYSE American”) under the symbol “UEC.” On October 2, 2025, the closingprice of our common stock on the NYSE American was $13.68. Neither the United States Securities Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. Investing in our securities involves risks. Before buying any of our securities, you should read the discussion of material risks ofinvesting in our securities in the“Risk Factors”section beginning on page S-9 of this prospectus supplement and the“Risk Factors”section beginning on page 15 of the accompanying base prospectus and in the documents incorporated by reference herein andtherein, including the“Risk Factors”section of our annual report on Form 10-K for the period ended July 31, 2025. (1)Assumes no exercise of the underwriter’s option to purchase additional shares of common stock described below.(2)See “Underwriting”for a description of the compensation payable to the underwriter. We have granted the underwriter an option to purchase up to an additional 2,325,000 shares of common stock from us, at the public offeringprice, less the underwriting discount, for 30 days after the date of this prospectus supplement. The underwriter expects to deliver the shares of common stock against payment in New York on or about October 3, 2025. Goldman Sachs & Co. LLC The date of this prospectus supplement is October 3, 2025 Table of Contents We have not, and the underwriter has not, authorized any other person to provide any information or to make any representations other thanthat contained in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we may have referredyou or provide you with additional or different information. We and the underwriter take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. We are not, and the underwriter is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Youshould assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any free writing prospectusand the documents incorporated by reference herein and therein is accurate only as of the respective dates of such documents. Our business,financial condition, results of operations and prospects may have changed since those dates. Information in this prospectus supplementupdates and modifies the information in the accompanying base prospectus and information incorporated by reference herein and therein. Tothe extent that any statement made in this prospectus supplement or any free writing prospectus (unless otherwise specifically indicatedtherein) differs from those in the accompanying base prospectus, the statements made in the accompanying base prospectus and theinformation incorporated by reference herein and therein are deemed modified or superseded by the statements made by this prospectussupplement. Neither we nor the underwriter have done anything that would permit this offering or the possession or distribution of this prospectussupplement in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United Stateswho come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, this offeringand the distribution of this prospectus supplement outside the United States. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTWHERE TO FIND ADDITIONAL INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCESUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONUNDERWRITINGLEGAL MATTERSEXPERTS BASE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF COMMON SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RECEIPTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESLEGAL MATTERSEXPERTSTRANSFER AGENT AND REGISTRARRECENT DEVELOPMENTSDOCUMENTS INCORPORATED BY REFERENCE__________ ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to an automatic registration statement on Form S-3 that we filed with the United States Securities andExchange Commission (which we refer to as the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act,utilizin