BioHarvest Sciences Inc美股招股说明书(2025-11-10版)

BIOHARVEST SCIENCES INC. We are offering 2,485,000 of our common shares, no par value. The common shares are listed and traded on the Nasdaq Global Market, or Nasdaq, under the symbol “BHST”. OnNovember 5, 2025, the last reported sale of our common shares on the Nasdaq was $8.85 per common share. 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 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. We are a “foreign private issuer” under applicable Securities and Exchange Commission, or SEC, rules and an“emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012, or theJOBS Act, and are eligible for reduced public company disclosure requirements. 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 13 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 17 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 Supplement.Any representation to the contrary is a criminal offense. See “Underwriting” for additional information regarding underwriting compensation.(1) We have granted the underwriter an option for a period of 30 days from the date of this Prospectus Supplement topurchase up an additional 372,750 common shares. The underwriter expects to deliver the common shares to purchasers on or about November 10, 2025. Sole Managing Underwriter Craig-Hallum TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7RECENT DEVELOPMENTSS-9RISK FACTORSS-11MATERIAL CHANGESS-14DOCUMENTS INCORPORATED BY REFERENCES-14USE OF PROCEEDSS-15DILUTIONS-16UNDERWRITINGS-17LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-21 PROSPECTUS ABOUTTHISPROSPECTUS1ABOUTOURCOMPANY1EMERGINGGROWTHCOMPANY3CAUTIONARYNOTEREGARDINGFORWARD-LOOKINGSTATEMENTS4RISKFACTORS6MATERIALCHANGES22DOCUMENTSINCORPORATEDBYREFERENCE22CAPITALIZATIONANDINDEBTEDNESS23USEOFPROCEEDS24DESCRIPTIONOFSHARECAPITAL24DESCRIPTIONOFTHEWARRANTS25DESCRIPTIONOFTHEUNITS25PLANOFDISTRIBUTION26EXPENSES26LEGALMATTERS27EXPERTS27DISCLOSUREOFCOMMISSIONPOSITIONONINDEMNIFICATIONFORSECURTIESACTLIABILITIES27ENFORCEABILITYOFCIVILLIABILITIES27WHEREYOUCANFINDADDITIONALINFORMATION27 ABOUT THIS PROSPECTUS SUPPLEMENT 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. This document consists of two parts. The first part is this Prospectus Supplement, which describes the specific termsof this offering and supplements information contained in the accompanying prospectus and the documentsincorporated by reference in this Prospectus Supplement and the accompanying prospectus. The second part is theaccompanying prospectus, which describes more general information, some of which may not apply to this offering.You should read this Prospectus Supplement, including the documents incorporated by reference, the accompanyingprospectus, and the related Registration Statement carefully. This Prospectus Supplement and the RegistrationStatement contain important information you should consider when making your investment decision. If there is anyinconsistency between the information in this Prospectus Supplement and the applicable prospectus, you must relyon the information in the prospectus supplement. You should carefully read both this Prospectus Supplement andany applicable prospectus supplement together with additional information described under the heading “Where YouCan Find More Information” before deciding to invest in any Shares being offered. You should rely only on the information that we have provided in this Prospectus Supplement and any applicableprospectus supplement. We have not authorized anyone to provide you with different information. No dealer,salesperson or other person is authorized to give