BioHarvest Sciences Inc美股招股说明书(2025-10-15版)

BIOHARVEST SCIENCES INC. Up to 461,538 Common Shares This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated August28, 2025 (the “Prospectus”), which forms part of our registration statement on Form F-3 (No. 333-289908) (the“Registration Statement”). This Prospectus Supplement relates to the resale (the “Offering”), by the sellingshareholder identified in this Prospectus Supplement (the “Selling Shareholder”), of up to 461,538 common shares(the “Shares”) of BioHarvest Sciences Inc. (“Bio Harvest” or the “Company”). We are not selling any securities under this Prospectus Supplement and will not receive any of the proceeds from thesale of the Shares by the Selling Shareholder. We will pay the expenses of registering the Shares offered by this Prospectus Supplement, but all selling and otherexpenses incurred by the Selling Shareholder will be paid by the Selling Shareholder. Our registering the offer and sale of the Shares held by the Selling Shareholder does not mean the SellingShareholder will offer or sell such Shares. The Selling Shareholder may, from time to time, sell, transfer orotherwise dispose of any or all of the Shares being registered on any stock exchange, market or trading facility onwhich our common shares are traded or in private transactions. These dispositions may be at fixed prices, atprevailing market prices at the time of sale, at prices related to the prevailing market price, at varying pricesdetermined at the time of sale, or at negotiated prices. Prices may vary from purchaser to purchaser during the periodof distribution. The Selling Shareholder may sell the Shares offered by this Prospectus Supplement through ordinarybrokerage transactions or through any other means described in this Prospectus Supplement under “Plan ofDistribution.” The prices at which the Selling Shareholders may sell the Shares will be determined by the prevailing market pricefor our common shares or in negotiated transactions. Our common shares are listed on the Nasdaq Global Market, orNasdaq, under the ticker symbol “BHST.” The last reported sale price of our common shares on Nasdaq on October14, 2025 was USD 12.03 per share. This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualifiedby reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes theinformation contained in the Prospectus. This Prospectus Supplement is not complete without, and may not bedelivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it. Investing in our common shares involves risks. Before investing you should review carefully the risks anduncertainties described under the heading “Risk Factors” beginning on page 10 of this Prospectus Supplement for adiscussion of information that should be considered in connection with an investment in our common shares andunder similar headings in the other documents that are incorporated by reference into this prospectus as described onpage 10 of this Prospectus Supplement. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any other regulatory body has approvedor disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus SupplementNo. 1. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is October 15, 2025. Table of Contents ABOUT THIS PROSPECTUS3PROSPECTUS SUMMARY4ABOUT OUR COMPANY7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7RISK FACTORS10MATERIAL CHANGES26DOCUMENTS INCORPORATED BY REFERENCE26CAPITALIZATION AND INDEBTENESS27SELLING SHAREHOLDER28USE OF PROCEEDS28DESCRIPTION OF SHARE CAPITAL28PLAN OF DISTRIBUTION29EXPENSES30LEGAL MATTERS30EXPERTS30DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURTIES ACTLIAILITIES30ENFORCEABILITY OF CIVIL LIABILITIES30WHERE YOU CAN FIND ADDITIONAL INFORMATION31 ABOUT THIS PROSPECTUS This Prospectus Supplement is part of a Registration Statement and prospectus on Form F-3 that we filed with theUnited States Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under thisshelf registration process, the Selling Shareholders may from time to time sell the Shares described in thisProspectus Supplement in one or more offerings or otherwise as described under “Plan of Distribution.” You should read this Prospectus Supplement, including the documents incorporated by reference, and the relatedRegistration Statement carefully. This Prospectus Supplement and the Registration Statement contain importantinformation you should consider when making your investment decision.This Prospectus Supplement may besupplemented from time to time by one or more prospectus supplements. Such prospectus supplements may alsoadd, update or change information contained in this Prospectus Supplement. If there is any inconsistency betweent