美国像素美股招股说明书(2025-10-07版)

Pixelworks, Inc. 666,667 Shares of Common Stock We are offering 666,667 shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and the accompanyingprospectus to two fundamental institutional investors. The purchase price of each share of common stock under the terms of the common stock purchaseagreement dated October6, 2025, by and among us and the purchasers listed on the signature pages thereto is $10.50 per share. Our common stock istraded on the Nasdaq Capital Market under the symbol “PXLW.” On October3, 2025, the last reported sale price of our common stock as reported onthe Nasdaq Capital Market was $13.00 per share. In connection with this offering, the Company engaged Roth Capital Partners, LLC (“Roth”), as placement agent. For its services, Roth will receive acommission equal to 5.5% of the amount invested by the purchasers, which, based on a total purchase price of $7,000,000, would be $385,000. The aggregate market value of our outstanding common equityheldbynon-affiliatesis$70,154,487based on 5,626,878 shares of common stockoutstanding as of September30, 2025, and 5,396,499 of such sharesheldbynon-affiliates,andaclosing sale price on the Nasdaq Capital Market onOctober3, 2025 of $13.00. Pursuant to General Instruction I.B.6 of FormS-3,in no event will we sell our common stock in a public primary offeringwith a value in excess ofone-thirdof our public float in any12-monthperiod so long as our public float remains below $75,000,000. During the 12calendar months prior to the date hereof, excluding this offering, we have sold $4,814,026 of shares of our common stock pursuant to GeneralInstruction I.B.6. of FormS-3. Delivery of the common stock offered hereby is expected to be made on or about October 7, 2025. Investing in our common stock involves a high degree of risk. You should carefully review the risks anduncertainties referenced under the heading “Risk Factors” beginning onpageS-6of this prospectus supplement and inthe accompanying prospectus and the documents that are incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. Table of Contents TABLE OF CONTENTS Prospectus SupplementAbout This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsForward-Looking StatementsUse of ProceedsDilutionPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Information by Reference ProspectusAbout This Prospectus Risk FactorsForward-Looking StatementsThe CompanyUse of ProceedsDescription of Capital StockPlan of DistributionExpertsLegal MattersWhere You Can Find More Information Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a registration statement that was filed with the Securities and Exchange Commission, or the SEC, using a “shelf”registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsosupplements and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some ofwhich may not apply to this offering. This prospectus supplement may add, update or change information contained in the accompanying prospectus. Ifthe information contained in this prospectus supplement differs or varies from, or is inconsistent with, the information contained in the accompanyingprospectus, or the information contained in any document incorporated by reference that was filed with the SEC before the date of this prospectussupplement, you should rely on the information set forth in this prospectus supplement. This prospectus supplement and the accompanying prospectus contain and incorporate by reference information that you should consider whenmaking your investment decision. We have not authorized anyone else to provide you with information that is in addition to or different from thatcontained or incorporated by reference in this prospectus supplement and the accompanying prospectus, along with the information contained in anypermitted free writing prospectuses we have authorized for use in connection with this offering. We take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may provide. The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectussupplement or the date of the accompanying prospectus, and the information in the documents incorporated by reference in this prospectu