黑山美股招股说明书(2026-05-19版)

We are party to a sales agreement originally dated June16, 2023, as amended, with BofA Securities, Inc., BMO Capital Markets Corp., MizuhoSecurities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as our sales agents and as forward sellers, and Bank ofAmerica, N.A., Bank of Montreal, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada, as forward purchasers asdescribed below, relating to the offer and sale from time to time of shares of our common stock having an aggregate offering price of up to$400million. As of the date hereof, we have issued and sold 3,517,790 shares of common stock for aggregate gross proceeds of $216,623,820.22pursuant to the sales agreement, utilizing our prospectus supplement dated May8, 2025, an accompanying prospectus dated June16, 2023 and ourregistration statement filed on June16, 2023 (File No. 333-272739). In anticipation of the expiration of such registration statement, we have filed anew registration statement including a base prospectus and have prepared this prospectus supplement for the offer and sale of the $183,376,179.78 ofcommon stock remaining available to be sold under the sales agreement as of the date of this prospectus supplement. Such shares will no longer be In addition to the issuance and sale of common stock by us through the sales agents, we also may enter into forward sale agreements underseparate master forward sale confirmations and related supplemental confirmations between us and each of Bank of America, N.A., Bank of Montreal,Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada. We refer to these entities, when acting in such capacity, asforward purchasers. In connection with each forward sale agreement, the relevant forward purchaser or its affiliate will, at our request, borrow fromthird parties and, through the relevant affiliated agent, sell a number of shares of our common stock equal to the number of shares of our common stockthat underlie the forward sale agreement to hedge the forward sale agreement. We refer to each of BofA Securities, Inc., BMO Capital Markets Corp.,Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, when acting as the agent for its affiliated forward We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to receiveproceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevant forwardpurchaser on dates specified by us on or prior to the maturity date of the relevant forward sale agreement, in which case we would expect to receiveaggregate net cash proceeds at settlement equal to the number of shares of our common stock underlying the particular forward sale agreementmultiplied by the relevant forward sale price. If we elect to cash settle or net share settle a forward sale agreement, we may not (in the case of cash Sales of our common stock, if any, under the sales agreement, this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at-the-market offerings” as defined in Rule415 under the Securities Act of 1933, as amended, or the Securities Act, including by salesmade directly on or through the New York Stock Exchange, or NYSE, or another market for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or asotherwise agreed with the applicable sales agent, forward seller or forward purchaser. We will submit orders to only one sales agent relating to the saleof shares of our common stock on any given day. Subject to the terms and conditions of the sales agreement, the sales agents, forward sellers or We also may sell shares of our common stock to one or more of the sales agents as principal for their own accounts, at a price per share agreedupon at the time of sale. If we sell shares to one or more sales agents as principal, we will enter into a separate terms agreement with such sales agent,and we will describe the agreement in a separate prospectus supplement or pricing supplement. We will pay the sales agents a commission of up to 2% of the gross sales price per share sold through them as our agent under the salesagreement. In connection with each forward sale agreement, the relevant forward seller will receive, reflected in a reduced initial forward sale pricepayable by the relevant forward purchaser under its forward sale agreement, a commission of up to 2% of the volume weighted average of the grosssales prices of all borrowed shares of our common stock sold during the applicable period by it as a forward seller. In connection with the sale of ourcommon shares on our behalf, the sales agents, forward sellers and forward purchasers may be deemed to be “underwriters” within the meaning o