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海天网络美股招股说明书(2025-11-24版)

2025-11-24 美股招股说明书 秋穆
报告封面

Up to $100,000,000 Hitek Global Inc. Class A Ordinary Shares This amendment no. 1 (this “Amendment”) amends the prospectus supplement dated October 8, 2025 (“Prospectus Supplement”, andits accompanying base prospectus dated May 29, 2024, “Base Prospectus,” and collectively with the Prospectus Supplement and thisAmendment, the “ATM Prospectus”). This Amendment should be read in conjunction with the Prospectus Supplement and BaseProspectus, each of which are delivered with this Amendment, and is qualified by reference thereto, except to the extent that theinformation herein amends or supersedes the information contained in the ATM Prospectus. This Prospectus Supplement is not We previously entered into a Sales Agreement dated October 8, 2025 (the “Original Sales Agreement”) with AC Sunshine SecuritiesLLC (the “Sales Agent”), acting as sales agent or principal, relating to the offer and sale of shares of our Class A Ordinary Shares, parvalue $0.0001 per share (“Class A Ordinary Shares”). The Prospectus Supplement originally permitted us to offer and sell shares ofClass A Ordinary Shares having an aggregate offering price of up to $4,003,458. On November 21, 2025, we entered into that certainamendment to the Original Sales Agreement (the “Sales Agreement Amendment,” and collectively with the Original Sales Agreement,the “ATM Agreement”). The Sales Agreement Amendment increases the aggregate offering price from up to $30,000,000 to$100,000,000; and decreases the compensation of the Sales Agent for sales of Class A Ordinary Shares pursuant to the ATM Sales of our Class A Ordinary Shares, if any, under this Prospectus Supplement, as amended by this Amendment, and theaccompanying Base Prospectus, will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, or any other method permitted under applicable law. The SalesAgent is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts The net proceeds from any sale under the prospectus supplement, as amended by this amendment, and the accompanying prospectuswill be used as described under “Use of Proceeds” in this amendment. There is no arrangement for funds to be received in escrow, Our Class A Ordinary Shares are currently traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HKIT.” On November21, 2025, the last reported sales price for our Class A Ordinary Shares was $1.68 per share. As of November 10, 2025, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or public float, wasapproximately $87,595,561 based on 21,107,364 Class A Ordinary Shares outstanding held by non-affiliates as of such date, and aprice of $4.15 per share, which was the highest reported closing sale price of our ordinary shares on the Nasdaq in the 60 days prior tosuch date. Given our public float exceeds $75 million, we are not subject to the limitations set forth in General Instruction I.B.5 of In connection with the sale of the Class A Ordinary Shares on our behalf, the Sales Agent may each be deemed to be an “underwriter”within the meaning of the Securities Act, and their compensation may be deemed to be underwriting commissions or discounts. We The Sales Agent is not required to sell any specific number or dollar amount of Class A Ordinary Shares but will use theircommercially reasonable efforts, as our Sales Agent and subject to the terms of the ATM Agreement, to sell the Class A OrdinaryShares offered, as instructed by us. The offering of Class A Ordinary Shares pursuant to this ATM Prospectus Supplement, as amendedby this Amendment, will terminate upon the earlier of (i) the sale of all Class A Ordinary Shares subject to this Prospectus Supplement, In addition, we are an “emerging growth company” as defined under the Federal securities laws and will be subject to reduced public Investing in our Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page S-5 of thisprospectus supplement and under similar headings in the accompanying prospectus and the other documents that are Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this amendment no. 1 is November 24, 2025. The prospectus supplement, as amended by this amendment, describes the specific terms of this offering and supplementsand updates information contained in the accompanying prospectus. The accompanying prospectus gives more general In addition, we incorporate important information into the prospectus supplement, as amended by this amendment, byreference. You may obtain the information incorporated by reference into the prospectus supplemen