424B3 1 ny20067617x1_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292736

PROSPECTUS

CarParts.com, Inc.

32,458,060 Shares of Common Stock Offered by the Selling Stockholders

This prospectus relates to the offer and resale by the selling stockholders identified in this prospectus or their respective donees, pledgees, assignees, transferees, distributees or other successors-in-interest (the “Selling Stockholders”) of up to an aggregate of 32,458,060 shares of our common stock, par value $0.001 per share (the “common stock”) consisting of (i) 10,319,727 shares of our common stock (the “PIPE Shares”) and (ii) 22,138,333 shares of our common stock (the “Conversion Shares”) issuable upon the conversion of convertible notes held by certain of the Selling Stockholders (the “Convertible Notes”), including estimated accrued interest. The PIPE Shares and Convertible Notes were issued to the Selling Stockholders in a private placement (the “Private Placement”) pursuant to a securities purchase agreement dated September 8, 2025. The PIPE Shares and Conversion Shares are collectively referred to as the “Shares.”

We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by any Selling Stockholders of the Shares. Sales of the Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Stockholders may sell Shares from time to time to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the Shares, or both.

We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The Selling Stockholders are responsible for all broker or similar commissions related to the offer and sale of its Shares. See the section titled “Plan of Distribution” on page 13 for more information about how the Selling Stockholders may sell or dispose of their Shares.

Our common stock is listed on the Nasdaq Capital Market under the trading symbol “PRTS.” On January 13, 2026, the last reported sale price of our common stock was $0.5535 per share.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the section titled “Risk Factors” on page 6 of this prospectus and any similar section contained in any amendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 22, 2026.


ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
THE OFFERING			4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
RISK FACTORS			6
USE OF PROCEEDS			7
SELLING STOCKHOLDER			10
PLAN OF DISTRIBUTION			13
LEGAL MATTERS			15
EXPERTS			15
WHERE YOU CAN FIND ADDITIONAL INFORMATION			15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			16


	Shares of common stock
	Shares Beneficially Owned Prior to the Offering	Maximum Number of Shares Being	Shares Beneficially Owned After the Offering
Name	Number of Shares	Registered for Resale	Number of Shares	Percentage
International Auto Parts (Cayman) Limited⁽¹⁾	3,050,000	3,050,000	—	—%
Axislink Holding B.V.⁽²⁾	26,083,291	26,083,291	—	—%
Lovely Peach Limited⁽³⁾	3,324,769	3,324,769	—	—%

SEC Form 424B3 filed by CarParts.com Inc.