Palladyne AI Corp美股招股说明书(2026-01-21版)

Palladyne AI Corp. 8,365,446 SharesCommon Stock This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under thecaption “Selling Stockholders” on page 5 of up to 8,365,446 shares of our common stock, par value $0.0001 per share (the “ResaleShares”). The Resale Shares consist of (i) 2,672,013 shares of our common stock (“Closing Shares”) issued at the closing of ouracquisition of GuideTech, LLC, a Utah limited liability company (“GuideTech”) under the Agreement and Plan of Merger (the“Merger Agreement”) by and among us, Palares I Inc., a Utah corporation and our wholly owned subsidiary, Palares LLC, a Utahlimited liability company and our wholly owned subsidiary, GuideTech and certain individual equity holders of GuideTech (the“Members”) and (ii) up to $25 million in shares of our common stock upon the achievement of certain earnout targets (“EarnoutShares,” and together with the Closing Shares, the “Merger Shares”). In no event will we issue Merger Shares equal to or in excess The actual number of Earnout Shares issuable to the selling stockholder as earnout payments, if any, could be materially lessthan 5,693,433 shares, depending on (i) whether earnout targets are achieved, (ii) the market value of our common stock, (iii) theworking capital and other adjustments to the purchase price set forth in the Merger Agreement, including offsets, if any, forindemnification obligations, and (iv) whether the earnout consideration will be paid in cash or our common stock, at our election. The selling stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell theshares of our common stock offered by this prospectus from time to time in a number of different ways and at varying prices asdetermined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 6 for adescription of how the selling stockholders may dispose of the shares covered by this prospectus. We do not know when or in what Our common stock is listed on The Nasdaq Global Market under the symbol “PDYN.” On January 20, 2026, the last reportedclosing sale price of our common stock on The Nasdaq Global Market was $6.74 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws, and,as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” starting on page 3 of this prospectus, and under similar headings in the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is January 21, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a resale registration statement that we filed with the Securities and Exchange Commission, or theSEC, using a “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, You should rely only on the information contained in, or incorporated by reference into, this prospectus or containedin any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the sellingstockholders have authorized anyone to provide any information or to make any representations other than those containedin, or incorporated by reference into, this prospectus or in any free writing prospectuses prepared by or on behalf of us orto which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in, or incorporated by reference You should also read and consider the information in the documents to which we have referred you under the captions “WhereYou Can Find More Information” and “Information Incorporated by Reference” in this prospectus. For investors outside the United States, neither we nor the selling stockholders have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than inthe United States. Persons who come into possession of this prospectus and any free writing prospectus related to this offering in PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, inthis prospectus. It does not contain al