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美国锑公司美股招股说明书(2025-10-10版)

2025-10-10 美股招股说明书 罗鑫涛Robin
报告封面

2,377,657 Shares We are offering 2,377,657shares of our common stock pursuant to this prospectus supplement and the accompanying base prospectus. We have retained Titan Partners Group LLC, a division of American Capital Partners, LLC, to act as our exclusive placement agent, or“Placement Agent,” in connection with this offering. The Placement Agent is not purchasing or selling any securities offered by thisprospectus supplement and the accompanying base prospectus, nor is it required to arrange the purchase or sale of any specific numberor dollar amount of the securities, but it has agreed to use its commercially reasonable “best efforts” to arrange for the sale of all of thesecurities offered by this prospectus supplement and the accompanying base prospectus.These securities are being sold in this offeringto a certain purchaser under a securities purchase agreement dated October 10, 2025 between us and the purchaser. Our common stock is listed for trading on the NYSE American Stock Exchange, or “NYSE American,” as well as the NYSE Texas,under the symbol “UAMY.” On October 9, 2025, the last reported sales price of our common stock was $10.88 per share. Offering price Placement Agent fees(1) (1)Consists of a cash fee of 7.0% of the aggregate gross proceeds from the sale of our securities in the offering minus a creditthat will be applied to the Company on the Closing Date (the “Credit”). We have also agreed to reimburse the PlacementAgent for certain out-of-pocket accountable expenses incurred by it in connection with this offering. See “Plan ofDistribution” for additional information.(2)Proceeds to the Company after reimbursable expenses and the Credit will be equal to $24,431,090.53. Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-6 ofthis prospectus supplement and in the documents incorporated by reference herein and in the accompanying base prospectusfor a discussion of information that should be considered in connection with an investment in our common stock. Neither the Securities and 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. Delivery of the shares is expected to be made against payment therefor on or aboutOctober 14, 2025. Titan PartnersGroupa division of American Capital Partners The date of this prospectus supplement isOctober 10, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-7DILUTIONS-8DIVIDEND POLICYS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATIONS-12INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12About This Prospectus1Prospectus Summary2Risk Factors6Cautionary Note Regarding Forward-Looking Statements7Use of Proceeds8Plan of Distribution9Description of Capital Stock11Description of Preferred Stock13Description of Debt Securities15Description of Warrants20Description of Rights22Description of Units23Legal Matters24Experts24Where You Can Find More Information24Incorporation of Documents by Reference25 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts and is part of the registration statement (No. 333-284057) that we filed with the Securities and ExchangeCommission, or the SEC, using a “shelf” registration process. The first part is this prospectus supplement, which describes the specificterms of this common stock offering and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference herein. The second part, the accompanying prospectus dated April 24, 2025, provides moregeneral information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To theextent there is a conflict between the information contained in this prospectus supplement and the information contained in theaccompanying prospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectussupplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date for example, a document incorporated by referencein 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 anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating r