IperionX Ltd ADR美股招股说明书(2026-07-07版)

TABLE OF CONTENTS The information in this preliminary prospectus supplement, relating to an effective registrationstatement under the Securities Act of 1933, as amended, is not complete and may be changed.This preliminary prospectus supplement and the accompanying prospectus are not an offer tosell these securities and we are not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration Statement No. 333-273519 American Depositary SharesEach Representing Ten Ordinary Shares IperionX Limited This is a firm commitment public offering ofAmerican Depositary Shares (“ADSs”) representingordinary shares of IperionX Limited. Each ADS represents 10 ordinary shares, no par value, of IperionX Limited(“ordinary shares”). The ADSs are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IPX.” On July 6, 2026,the last reported sale price of the ADSs was US$28.36 per ADS on Nasdaq. In addition, our ordinary shares arelisted on the Australian Securities Exchange (“ASX”) under the symbol “IPX.” On July 7, 2026, the closing priceof our ordinary shares on the ASX was A$4.15 per ordinary share, equivalent to US$28.81 per ADS based on anexchange rate of A$1.44 to US$1.00 (as published by the Reserve Bank of Australia as of July 7, 2026). Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors”beginning on page S-4. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Per ADSTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds to us, before expenses$$ TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-vFORWARD-LOOKING STATEMENTSS-viPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-7CAPITALIZATIONS-8DILUTIONS-9UNDERWRITINGS-10LEGAL MATTERSS-18EXPERTSS-18 Prospectus PageABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiINCORPORATION OF CERTAIN INFORMATION BY REFERENCEiiFORWARD-LOOKING STATEMENTSivENFORCEABILITY OF CERTAIN CIVIL LIABILITIESvSUMMARY1USE OF PROCEEDS2PROSPECTUS SUPPLEMENT2DESCRIPTION OF AMERICAN DEPOSITARY SHARES AND ORDINARY SHARES3DESCRIPTION OF SUBSCRIPTION RIGHTS3DESCRIPTION OF OTHER SECURITIES3PLAN OF DISTRIBUTION4LEGAL MATTERS6EXPERTS6 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is a supplement to the accompanying prospectus. This prospectus supplement andthe accompanying prospectus are parts of a registration statement that we filed with the U.S. Securities andExchange Commission (the “SEC”) using a shelf registration process. Under this shelf registration process, we maysell from time to time an unspecified amount of any combination of securities described in the accompanyingprospectus in one or more offers such as this offering. The accompanying prospectus provides you with a generaldescription of the securities we may offer. This prospectus supplement provides you with specific information aboutthe ADSs and the underlying ordinary shares. Both this prospectus supplement and the accompanying prospectusinclude important information about us and other information you should know before investing. Generally, whenwe refer only to the “prospectus,” we are referring to both parts combined, and when we refer to the “accompanyingprospectus” we are referring to the accompanying prospectus. This prospectus supplement also adds to, updates and changes information contained in the accompanyingprospectus. To the extent the information in this prospectus supplement is different from that in the accompanyingprospectus, you should rely on the information in this prospectus supplement. You should read both this prospectussupplement and the accompanying prospectus, together with the additional information described under the caption“Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanyingprospectus, before investing in the ADSs. CONVENTIONS THAT APPLY TO THIS PROSPECTUS SUPPLEMENT Unless otherwise indicated or the context implies otherwise, any reference in this prospectus supplement to: •“IperionX” refers to IperionX Limited, an Australian corporation;•the “Company,” “we,” “us,” or “our” refer to IperionX and the “Group” refers to IperionX and its consolidatedsubsidiaries, through which it conducts its business;•“shares” or “ordinary shares” refers to ordinary shares of IperionX;•“ADS” refers to the American depositary shares;•“2025 Annual Report” refers to our Annual Report on Form20-F for the year ended June30, 2025, filed withthe SEC on October14, 2025 and incorporated by reference into this prospectus supplement;•“ASX” refers to the