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Vision Marine Technologies Inc美股招股说明书(2026-01-23版)

2026-01-23美股招股说明书�***
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Vision Marine Technologies Inc美股招股说明书(2026-01-23版)

PROSPECTUS SUPPLEMENT(To Prospectus dated December12, 2025) Vision Marine Technologies Inc. We have entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (“ThinkEquity” or the “Sales Agent”), dated January 23, 2026, relatingto the sale of our common shares offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the Sales Agreement,we may offer and sell our common shares from time to time up to an aggregate offering price of up to $ 16,335,000 through or to the Sales Agent, acting as sales agent Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell our common shares by methodsdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The SalesAgent is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts consistent with its normal trading and We will pay the Sales Agent a total commission for its services in acting as agent in the sale of our common shares equal to 7.5% for block trades over $1,000,000 and3.0% of the gross sales price per share of all other shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution” for information In connection with the sale of common shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to theSales Agent with respect to certain liabilities, including liabilities under the Securities Act. Our common shares trade on the Nasdaq under the symbol “VMAR.” The last reported sale price of our common shares on the Nasdaq on January 21, 2026 was $4.84per share. For a more detailed description of our common shares, see the section entitled “Description of the Securities we are Offering” beginning on pageS-23of this As of January 23, 2026, the aggregate market value of our outstanding common shares held by non-affiliates, or public float, was approximately $49,005,070 based on996,038common shares outstanding, of which 657shares were held by affiliates as of such date, and a price of $49.20 per share, which was the highest reportedclosing sale price of our common shares on the Nasdaq in the 60 days prior to such date. Accordingly, we are subject to the limitations set forth in General InstructionI.B.5 of FormF-3. During the 12-month period prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant toGeneral Instruction I.B.5 of FormF-3. Pursuant to General Instruction I.B.5. of FormF-3, in no event will we sell securities registered on the registration statement to We are an emerging growth company under Rule405 of the United States Securities Act of 1933, as amended (the “Securities Act”), and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus supplement, the accompanying base prospectus and the documents incorporatedby reference herein and therein and future filings. Investing in these securities involves certain risks. See “Risk Factors” on pageS-18 of this prospectus supplement and the accompanying base prospectus, aswell as the risk factors incorporated by reference into this prospectus supplement and accompanying base prospectus should carefully consider beforedeciding to purchase these securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission or regulator 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. The securities offered by this prospectus supplement and the accompanying prospectus have not been and will not be qualified for sale under the securitieslaws of any province or territory of Canada or to any resident of Canada and may not be offered or sold, directly or indirectly, in Canada, or to or for theaccount of any resident of Canada. This prospectus supplement and the accompanying prospectus have not been filed in respect of, and will not qualify, any ThinkEquity The date of this prospectus supplement is January 23, 2026 PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-2FORWARD-LOOKING STATEMENTSS-3 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is a supplement to the accompanying base prospectus that is also a part of this document. This prospectus supplement and theaccompanying base prospectus, dated December12, 2026, are part of a registration statement on FormF-3 (File No.333-291917) that we filed with the SEC utilizing a“shelf” registration process. Under this shelf registration proce