Fabric.AI Inc美股招股说明书(2026-07-28版)

187,197,294 Shares of Common Stock(and including up to 9,912,244 Dividend Shares) This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of187,197,294 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of (A) up to 85,657,372shares issuable upon the conversion of shares of our newly designated Series K convertible preferred stock (the “Preferred Shares”),which number represents 200% of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Sharesassuming (i) all Preferred Shares are converted at a conversion price equal to the Floor Price (as defined herein) of $0.502 per share,and (ii) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in theCertificate of Designations (as defined herein), (B) up to 91,627,678 shares issuable upon exercise of certain warrants to purchaseshares of Common Stock (collectively, the “Warrants”), consisting of (i) 85,657,372 shares of Common Stock issuable upon exerciseof the Investor Warrants (as defined below), which amount represents 200% of the maximum number of shares of Common Stockissuable upon exercise of the Investor Warrants assuming (x) such Investor Warrants are exercised at the Floor Price, and (y) any suchexercise shall not take into account any limitations on the exercise of such Investor Warrants as set forth therein, (ii) 685,259 shares ofCommon Stock issuable upon exercise of the Placement Agent Warrants (as defined below), (iii) 900,000 shares of Common Stockissuable upon exercise of the Consultant Warrants (as defined below), (iv) 1,000,000 shares of Common Stock issuable upon exerciseof the Waiver Warrants (as defined below), and (v) 3,385,047 shares of Common Stock issuable upon exercise of the Series H-7Warrants (as defined below), and (C) 9,912,244 shares issuable as dividends (the “Dividend Shares”) to the holders of the PreferredShares at a rate of 7% per annum on the stated value of the Preferred Shares, compounded each calendar quarter over an assumed termof three years and assuming that the holders of the Preferred Shares are paid dividends solely in shares of Common Stock at the FloorPrice during such period. As of the date of this filing, the Preferred Shares are convertible into up to 8,565,737 shares of CommonStock at an initial conversion price of $2.51 per share and the Investor Warrants are exercisable into up to 8,565,737 shares ofCommon Stock at an initial exercise price of $2.51 per share. The Preferred Shares were acquired by the applicable selling stockholders under the Securities Purchase Agreement (the “PurchaseAgreement”), dated April 27, 2026, by and among the Company and the investors party thereto (the “Investors”). The Warrants wereacquired by the selling stockholders under the (i) Purchase Agreement (such warrants issued pursuant to the Purchase Agreement, the“Investor Warrants,” and shares of Common Stock issuable upon exercise of Investor Warrants, the “Investor Warrant Shares”), (ii) anengagement agreement (the “Engagement Agreement”), dated April 23, 2026, between the Company and GP Nurmenkari Inc.(“GPN”) (such warrants issued pursuant to the Engagement Agreement, the “Placement Agent Warrants” and together with theInvestor Warrants, the “Private Placement Warrants”), (iii) that certain amended and restated consulting services agreement (the“Altucher Consulting Agreement”) dated as of April 27, 2026, by and between the Company and JD Advisors, LLC (the “Consultant”)(such warrants issued pursuant to the Altucher Consulting Agreement, the “Consultant Warrants”), (iv) that certain Omnibus Waiver,Consent, Notice and Amendment Agreement (the “Waiver Agreement”), dated as of April 27, 2026, by and between the Company andthe investors signatory thereto (such warrants issued pursuant to the Waiver Agreement, the “Waiver Warrants”), and (v) that certainSecurities Purchase Agreement (the “Series H-7 Purchase Agreement”), dated as of August 7, 2023, by and among the Company andthe investors (the “Series H-7 Investors”) party thereto (such warrants issued pursuant to the Series H-7 Purchase Agreement, the“Series H-7 Warrants;” and shares of Common Stock issuable upon exercise of Series H-7 Warrants, the “Series H-7 Warrant Shares”). The shares of Common Stock issuable upon the conversion of the Preferred Shares are herein referred to as “Conversion Shares,” andthe shares of Common Stock issuable upon the exercise of the Warrants are herein referred to as, collectively, “Warrant Shares.” The Conversion Shares, the Warrant Shares and the Dividend Shares were issued or are issuable in reliance upon the exemption fromthe registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation Dpromulgated thereunder. We are registering the resale of the Conversion Shares, Investo