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Ring Energy Inc美股招股说明书(2026-05-12版)

2026-05-12 美股招股说明书 我不是奥特曼
报告封面

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying base prospectus are not an offer to sell, and we are not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-283978 SUBJECT TO COMPLETION, DATEDMAY12, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated January 10, 2025) We are offering $60,000,000 of shares of our common stock, par value $0.001 per share. Our common stock is traded on the NYSEAmerican under the symbol “REI.” On May8, 2026, the last reported sale price of our common stock on the NYSE American was$1.61 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-7 of this prospectussupplement, page 3 of the accompanying base prospectus, and in the documents we incorporate by reference into thisprospectus supplement and the accompanying base prospectus to read about important factors you should consider beforebuying our common stock. Public offering priceUnderwriting discountProceeds, before expenses, to us(1) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. We have granted the underwriters an option to purchase up to an additional $9,000,000 of shares of our common stock, at the publicoffering price set forth above, less the underwriting discount, within 30 days from the date of this prospectus supplement. The underwriters expect to deliver the shares of common stock to the purchasers on or about , 2026 through the book-entryfacilities of The Depository Trust Company. Joint Book-Running Managers TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUSS-1CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-9MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-10UNDERWRITING (CONFLICTS OF INTEREST)S-14LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-24 ABOUT THIS PROSPECTUS2RISK FACTORS3ABOUT RING ENERGY, INC.3CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF DEPOSITORY SHARES21DESCRIPTION OF WARRANTS21DESCRIPTION OF UNITS22DESCRIPTION OF RIGHTS23PLAN OF DISTRIBUTION24LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THIS PROSPECTUS This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with theSecurities and Exchange Commission (“SEC”) using a “shelf” registration process. We are providing information to you about the saleof the common stock offered hereby in separate documents that are bound together: (1) this prospectus supplement, which describesthe specific details regarding the sale of the common stock offered hereby, and (2) the accompanying base prospectus, which providesgeneral information regarding us, our securities, and other information, some of which may not apply to the sale of the common stockoffered hereby. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely onthis prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in a documentincorporated by reference in this prospectus supplement having a later date, the statement in the document having the later datemodifies or supersedes the earlier statement as our business, financial condition, results of operations and prospects may have changedsince the earlier date. You should read this prospectus supplement, together with the accompanying base prospectus, the documents incorporated byreference in this prospectus supplement and the accompanying base prospectus and any free writing prospectus that we haveauthorized for use in connection with the sale of the common stock offered hereby before making an investment decision. You shouldalso read and consider the information in the documents referred to in the sections of this prospectus supplement and theaccompanying base prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information byReference.” Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representationsother than those contained in or incorporated by reference into this prospectus supplement, the accompanying base prospectus, or inany free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide noassurance as to the reliability