ParaZero Technologies Ltd美股招股说明书(2026-03-24版)

PROSPECTUS SUPPLEMENT(To prospectus dated August 16, 2024) 1,208,333 Ordinary SharesPre-Funded Warrants to Purchase up to 4,125,000 Ordinary Shares ParaZero Technologies Ltd. We areoffering pursuant to this prospectus supplement and the accompanying prospectus (i) 1,208,333 ordinary shares, par value NIS0.02 per share, or the Ordinary Shares, at an offering price of $0.75 per Ordinary Share and (ii) pre-funded warrants to purchase up to4,125,000 Ordinary Shares at an offering price of $0.74999. Each registered pre-funded warrant will be exercisable for one OrdinaryShare at an exercise price of $0.00001 per Ordinary Share, will be immediately exercisable, and will not expire until fully exercised.We are also offering pursuant to this prospectus supplement and the accompanying prospectus the Ordinary Shares issuable upon theexercise of the pre-funded warrants. Our Ordinary Shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “PRZO.” On March 20, 2026,the last reported sale price of our Ordinary Shares on the Nasdaq was $1.07. The highest aggregate market value of the outstanding Ordinary Shares held by non-affiliates within the 60 days prior to thisprospectus supplement based on the closing price of the Ordinary Shares on the Nasdaq on March 3, 2026, as calculated in accordancewith General Instruction I.B.5. of Form F-3, was approximately $31.1 million. During the twelve calendar months immediately priorto and including the date of this prospectus supplement, we have sold approximately $5,700,000 of our securities pursuant to GeneralInstruction I.B.5. of Form F-3. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a “foreignprivate issuer”, as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, and are eligible for reducedpublic company reporting requirements. Investing in the securities involves a high degree of risk. See “RiskFactors” beginning on page S-5 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus for a discussion of information that should be considered in connection with an investment in the Ordinary Shares. Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. We have retained Aegis Capital Corp., or Aegis to act as our placement agent in connection with the offering. The placement agent hasagreed to use its “reasonable best efforts” to sell the securities offered by this prospectus supplement and the accompanyingprospectus. We have agreed to pay the placement agent fees, in respect of Ordinary Shares placed by the placement agent, set forth inthe table below, which assumes that we sell all of the securities we are offering. (1)We will pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds in this offering. We have also agreed toreimburse the Placement Agent for reasonable legal fees and disbursements incurred by the placement agent not to exceed anaggregate of $50,000. Please refer to the section entitled “Plan of Distribution” on page S-14 of this prospectus supplement foradditional information with respect to the compensation payable to the placement agent. Delivery of the securities is expected to be made on or aboutMarch 24, 2026 subject to customary closing conditions. Aegis Capital Corp. The date of this prospectus supplement is March 23, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiTRADEMARKSS-iiiMARKET, INDUSTRY AND OTHER DATAS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5FORWARD-LOOKING STATEMENTSS-8CAPITALIZATIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11USE OF PROCEEDSS-12DIVIDEND POLICYS-13PLAN OF DISTRIBUTIONS-14LEGAL MATTERSS-17EXPERTSS-17INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-17WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-18 Prospectus ABOUT THIS PROSPECTUSiiOUR COMPANY1RISK FACTORS3NOTE REGARDING FORWARD-LOOKING STATEMENTS4OFFER STATISTICS AND EXPECTED TIMETABLE4CAPITALIZATION5USE OF PROCEEDS6DESCRIPTION OF SHARE CAPITAL7DESCRIPTION OF WARRANTS12DESCRIPTION OF UNITS13PLAN OF DISTRIBUTION14LEGAL MATTERS17EXPERTS17EXPENSES17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE18WHERE YOU CAN FIND ADDITIONAL INFORMATION19ENFORCEMENT OF CIVIL LIABILITIES20 ABOUT THIS PROSPECTUS SUPPLEMENT A registration statement on Form F-3 (File No. 333-281443) utilizing a shelf registration process relating to the securitiesdescribed in this prospectus supplement was declared effective on August 16, 2024. Under that shelf registration statement, of whichthis prospectus supplement is a part, we may, from time to time, sell up to an aggregate of $50 million of Ordinary Shares, warrantsand un