WidePoint Corp美国招股说明书（2026年4月10日版）

WidePoint CorporationUp to $15.5Million ofShares of Common Stock We have entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the“Sales Agent”), relating to the sale of the shares of our common stock offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement and the accompanying prospectus,we may offer and sell shares of our common stock, $0.001 par value, having an aggregate offering price of up to $15.5 million from Our common stock is listed on the NYSE American under the symbol “WYY.” The closing price of our common stock onApril 6, 2026 was $5.03 per share.The aggregate market value of our outstanding common stock held by non-affiliates pursuant toGeneral Instruction I.B.6 of Form S-3 was approximately $46.8 million, which was calculated based on 9,872,661 shares of commonstock outstanding (excluding unvested restricted stock) as of April 6, 2026, of which 1,589,661 shares were held by affiliates, and aprice of $5.65 per share, which was the closing price of our common stock on the NYSE American on March 23, 2026. Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by anymethod that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, asamended (the “Securities Act”), including sales made directly on or through the NYSE American, the existing trading market for ourcommon stock, or any other existing trading market in the United States for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. The The compensation to the Sales Agent for sales of our common stock under the Sales Agreement will be an amount equal to 3%of the gross proceeds of each sale of shares of our common stock under the Sales Agreement. See “Plan of Distribution” beginning onpage S-7 for additional information regarding the compensation to be paid to the Sales Agent. The amount of net proceeds we willreceive from this offering, if any, will depend upon the actual number of shares of our common stock sold and the market price at In connection with the sale of our common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or Investing in our common stock involves a high degree of risk. You should read this prospectus supplement and theaccompanying prospectus carefully before you make your investment decision. See “Risk Factors” beginning on page S‑3 ofthis prospectus supplement, the accompanying prospectus, and the other documents we file or have filed with the Securities Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any The date of this prospectus supplement is April 10, 2026. H.C. Wainwright & Co. Table of Contents We are offering to sell, and are seeking offers to buy, the securities only in jurisdictions where such offers and sales arepermitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the securitiesin certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectussupplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to theoffering of the securities and the distribution of this prospectus supplement and the accompanying prospectus outside the About This Prospectus Supplement This prospectus supplement relates to the offering of shares of our common stock. Before buying any shares of common stockoffered hereby, we urge you to read carefully this prospectus supplement, the accompanying prospectus, and any free writingprospectus that we have authorized for use in connection with this offering, together with the documents incorporated by reference This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the securitieswe are offering. The second part is the accompanying prospectus, including the documents incorporated by reference therein, whichprovides more general information, some of which may not apply to this offering. This prospectus supplement and the informationincorporated by reference in this pr