Iveda Solutions Inc美股招股说明书(2026-02-11版)

IVEDA SOLUTIONS, INC. 5,259,999 Shares of Common Stock454,287 Pre-Funded Warrants to purchase up to 454,287 Shares of Common StockUp to 5,714,286 Series X Warrants to purchase up to 11,428,572 Shares of Common StockUp to 400,000 Placement Agent Warrants to purchase up to 400,000 Shares of Common Stock We are offering pursuant to this prospectus supplement and the accompanying prospectus (i) 5,259,999 shares of common stock, par value$0.00001 per share (the “Common Stock”), at an offering price of $0.35 per share, and (ii) pre-funded warrants to purchase up to 454,287shares of Common Stock, at an offering price of $0.3499 per pre-funded warrant, together with 5,714,286 Series X Warrants to purchase up to11,428,572 shares of Common Stock (the “Series X Warrants”). The combined public offering price for each share of Common Stock, togetherwith the accompanying Series X Warrants, is $0.35. The last reported sale price of our Common Stock on The Nasdaq Capital Market onFebruary 9, 2026 was $0.38. The shares of Common Stock and Series X Warrants will be separately issued. For each share of Common Stockissued, the purchaser will receive one Series X Warrant to purchase two shares of Common Stock. Each Series X Warrant will have an exerciseprice of $0.35 per share and will be exercisable upon issuance. The Series X Warrants will expire on the second anniversary of the date theSeries X Warrants were issued. We are also offering to each purchaser whose purchase of Common Stock in this offering would otherwise result in the purchaser, together withits affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstandingCommon Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-fundedwarrants to purchase common shares (the “Pre-Funded Warrants”), in lieu of Common Stock. The purchase price of each Pre-Funded Warrantis equal to the price per Common Stock being sold to the public in this offering, minus $0.0001. The Pre-Funded Warrants will be immediatelyexercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell,the number of shares of Common Stock that we are offering will be decreased on a one-for-one basis. There is no established public trading market for the Series X Warrants or the Pre-Funded Warrants, and we do not expect a market to develop.We do not intend to apply for listing of the Series X Warrants or the Pre-Funded Warrants on any securities exchange or any other nationallyrecognized trading system. Without an active trading market, the liquidity of the Series X Warrants and the Pre-Funded Warrants will belimited. We have engaged H.C. Wainwright & Co., LLC (“H.C. Wainwright”) or the Placement Agent, to act as our exclusive placement agent inconnection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offeredby this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is notrequired to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agentthe Placement Agent fees described under “Plan of Distribution”, which assumes that we sell all of the securities offered by this prospectus.Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to bereceived in escrow, trust or similar arrangement. There is no minimum number of securities or amount of proceeds required as a condition toclosing in this offering. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors couldbe in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interestin this offering. Investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursueour business goals described in this prospectus. Further, any proceeds from the sale of securities offered by us will be available for ourimmediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bearall costs associated with the offering. See “Plan of Distribution” on page 59 of this prospectus for more information regarding thesearrangements. This offering will terminate on March 31, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion)prior to that date. The securities will be offered at a fixed price and are expected to be issued in a single closing. The Common Stock is listed on The Nasdaq Capital Market under the symbol “IVDA.” On February 9, 2026, the last report