铀能公司美股招股说明书(2025-11-14版)

Uranium Energy Corp. (which we refer to as the “Company”, “UEC”, “we” or “us”) has entered into an at the market offeringagreement with Goldman Sachs & Co. LLC (the “Lead Manager”) and the co-managers (collectively with the Lead Manager, the“Managers” and, each, a “Manager”) set forth on the signature page to the at the market offering agreement, relating to shares ofour common stock offered by this prospectus. In accordance with the terms of the at the market offering agreement, we may offerand sell shares of our common stock having an aggregate offering price of up to $600,000,000 from time to time through theManager selected by the Company (the “Designated Manager”), acting as sales agent and/or principal. Our shares of common stock are traded on the NYSE American LLC (which we refer to as the “NYSE American”) under thesymbol “UEC.” On November 12, 2025, the closing price of our shares of common stock on the NYSE American was $12.32 pershare of common stock. Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at-the-market” equity offerings asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales madedirectly on or through NYSE American, the existing trading market for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Ifwe and the Designated Manager agree on any method of distribution other than sales of shares of our common stock into theNYSE American or another existing trading market in the United States at market prices, we will file a prospectus supplementproviding all information about such offering as required by Rule 424(b) under the Securities Act. None of our shares of commonstock will be offered or sold in Canada under this prospectus. The Designated Manager will act as sales agent on a commerciallyreasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. The Designated Manager will be entitled to a placement fee equal to 2.0% of the gross sales proceeds from each sale of shares ofour common stock. In connection with the sale of our common stock on our behalf, the Designated Manager will be deemed to bean “underwriter” within the meaning of the Securities Act and the compensation of the Designated Manager will be deemed to beunderwriting commissions or discounts. Investing in our securities involves risks. Before buying any of our securities, you should read the discussion of materialrisks of investing in our securities in the“Risk Factors”section beginning on page 11 of this prospectus and under similarheadings in the documents incorporated by reference into this prospectus, including the“Risk Factors”section of ourAnnual Report on Form 10-K for the year ended July 31, 2025. Neither theUnited States Securities Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to thecontrary is a criminal offense. Lead ManagerGOLDMAN SACHS & CO. LLC Co-Managers TD SECURITIES STIFEL The date of this prospectus is November 14, 2025 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE TO FIND ADDITIONAL INFORMATIONDOCUMENTS INCORPORATED BY REFERENCEPART II INFORMATION NOT REQUIRED IN PROSPECTUSSIGNATURES ABOUT THIS PROSPECTUS This prospectus is part of 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 theSecurities Act, utilizing a shelf registration process. Under this shelf registration process, we may, from time to time, offer, sell andissue shares of our common stock having an aggregate offering price of up to $600,000,000 under this prospectus at prices and onterms to be determined by market conditions at the time of offering. 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, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be arepresentation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of thedate when m