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Myseum Inc美国股市招股说明书(2026年2月6日版)

2026-02-06 美股招股说明书 Gnomeshgh文J
报告封面

(to Prospectus dated December 3, 2025) Up to $3,500,000 Common Stock We have entered into a Sales Agreement with The Benchmark Company, LLC, or Benchmark, dated February 10, 2025, asamended by that certain First Amendment to Sales Agreement dated February 6, 2026 (as amended, the “Sales Agreement”), relatingto shares of our common stock, par value $0.0001 per share, offered by this prospectus. In accordance with the terms of the Sales Our common stock trades on The Nasdaq Capital Market under the symbol “MYSE.” On February 3, 2026, the last reportedsale price of our common stock on The Nasdaq Capital Market was $1.85 per share. Sales of our common stock, if any, under this prospectus may be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or (the “Securities Act”). Benchmark is notrequired to sell any specific number or dollar amount of securities, but will act as sales agent or principal on a best efforts basis and Benchmark will be entitled to compensation at a fixed commission rate equal to 4.0% of the gross sales price per commonshare sold under the Sales Agreement; provided however, that if sales of common stock sold through Benchmark pursuant to the SalesAgreement exceeds $1,000,000 then the commission paid to Benchmark will be reduced to 3.0% of the aggregate gross proceeds wereceive from each sale of our common stock sold through Benchmark pursuant to the Sales Agreement. In connection with the sale of As of the date of this prospectus the aggregate market value of our outstanding common stock held by non-affiliates, or ourpublic float, was approximately $10,691,401 based on 3,989,329 shares of outstanding common stock held by non-affiliates and a pershare price of $2.68, the closing price of our common stock on December 10, 2025 which is the highest closing price of our commonstock on The Nasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will wesell shares pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held bynon-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than$75,000,000. We have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 of thisprospectus, the accompanying prospectus, and in the reports we file with the Securities and Exchange Commission pursuant to Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus or the accompanying prospectus. The date of this prospectus supplement is February 6, 2026. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form S-3that we filed with the U.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. This prospectussupplement describes the specific terms of this offering. The accompanying base prospectus, including the documents incorporated byreference therein, provides general information about us, some of which, such as the section therein titled “Plan of Distribution,” may We urge you to carefully read this prospectus supplement, the accompanying base prospectus, the documents incorporated byreference herein and therein and the additional information under the headings “Where You Can Find More Information” and You should rely only on the information contained or incorporated by reference in this prospectus supplement and theaccompanying base prospectus. We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplementmay add, update or change information contained in the accompanying base prospectus. To the extent any information in thisprospectus supplement is inconsistent with the accompanying base prospectus, you should rely on the information in this prospectus You should not assume that the information contained or incorporated by reference in this prospectus supplement and theaccompanying base prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus supplementand the accompanying base prospectus or on any date subsequent to the date of the document incorporated by reference herein or We are offering to sell, and seeking offers to buy, the securities described in this prospectus supplement only in jurisdictionswhere offers and sales are permitted. The distribution of this prospectus supplement and the offering