Hyperfine Inc-A美股招股说明书(2025-12-29版)

Up to $50,000,000 ClassA Common Stock We entered into an at market issuance sales agreement, dated November9, 2023, and subsequently amended and restated such sales agreement onDecember 29, 2025, or the Sales Agreement, with B. Riley Securities, Inc., or B. Riley, and BTIG, LLC, or BTIG, each a Sales Agent and collectivelythe Sales Agents, relating to our ClassA common stock, par value $0.0001 per share, or ClassA common stock, offered by this prospectus supplement.In accordance with the terms of the Sales Agreement, we may offer and sell our ClassA common stock having an aggregate offering price of up to$50,000,000 from time to time through or to the Sales Agents, acting as sales agents or principals. Our ClassA common stock is listed on The Nasdaq Global Market under the symbol “HYPR.” On December26, 2025, the last reported sale priceof our ClassA common stock on The Nasdaq Global Market was $1.06 per share. Sales of shares of our ClassA common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Sales Agents are notrequired to sell any specific number or dollar amount of securities, but will act as sales agents on a best efforts basis and use reasonable effortsconsistent with their normal trading and sales practices, on mutually agreed terms between us and the Sales Agents. We may also sell shares of ourClassA common stock to the Sales Agents as principals. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agents will be entitled to compensation at a commission rate of up to 3.0% of the gross offering proceeds received per share of ClassAcommon stock sold under the Sales Agreement. See “Plan of Distribution” beginning on page S-16 for additional information regarding thecompensation to be paid to the Sales Agents. In connection with the sale of ClassA common stock on our behalf, the Sales Agents will each be deemedto be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agents will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities,including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. Investing in our ClassA common stock involves a high degree of risk. See the information contained under “RiskFactors” beginning on page S-7 of this prospectus supplement and under similar headings in the documentsincorporated by reference herein for a discussion of the factors you should carefully consider before deciding topurchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. B. Riley Securities BTIG The date of this prospectus supplement is December 29, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF SHARES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission, orthe SEC, under the Securities Act. Under the shelf registration process, we may offer our ClassA common stock having an aggregate offering price of upto $50,000,000 from time to time under this prospectus supplement at prices and on terms to be determined by market conditions at the time of theoffering. We provide information to you about this offering of our ClassA common stock in two separate documents that are bound together: (1)thisprospectus supplement, which describes the specific details regarding this offering; and (2)the accompanying base prospectus, which provides generalinformation, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined.If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. Tothe extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in anydocument incorporated by reference in this prospectus supplement, on the othe