424B5 1 ny20078361x3_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-297978

PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 18, 2026)

$200,000,000

Neighborhood Intelligence, Inc.

Common Stock

This prospectus supplement relates to the offer and sale of shares of our common stock, par value $0.0001 per share, having an aggregate offering price of up to $200,000,000, offered from time to time through or to JonesTrading Institutional Services LLC as sales agent or principal, which we refer to herein as Jones or the Sales Agent. These sales, if any, will be made under a Capital on Demand^TM Sales Agreement, dated August 4, 2026, between us and Jones (the “Sales Agreement”), under which we may issue and sell from time to time shares of our common stock having an aggregate offering price of up to $200,000,000. We previously entered into a Capital on Demand^TM Sales Agreement, dated as of June 10, 2024, with Jones (the “Prior Sales Agreement”) relating to the issuance and sale from time to time of shares of our common stock having an aggregate offering price of up to $200,000,000. As of the date of filing the registration statement of which this prospectus supplement and the accompanying prospectus forms a part, approximately $16.0 million of shares of our common stock remained available for issuance and sale under the Prior Sales Agreement. We expect to issue and sell the remaining amount of shares available under the Prior Sales Agreement before commencing sales under the Sales Agreement.

The shares of our common stock will be offered at market prices prevailing at the time of sale. We will pay Jones a commission of up to 2.0% of the sales price of all shares sold under the Sales Agreement as sales agent or principal. The net proceeds, if any, that we receive from the sale of the shares will depend on the number of shares actually sold and the offering price for such shares. Our common stock is traded on the Nasdaq Global Select Market under the symbol “NXH.” On August 17, 2026, the last reported sale price of our common stock on the Nasdaq Global Select Market was $4.28 per share. We estimate the offering expenses, other than the Sales Agent’s commission, will be approximately $1.0 million. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.

The offering of shares pursuant to this prospectus supplement and the accompanying prospectus will terminate upon the earlier of (i) the sale of all of our common stock subject to the Sales Agreement, or (ii) termination of the Sales Agreement as provided therein.

Sales of our common stock, if any, under this prospectus supplement may be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Jones is not required to sell any specific number or dollar amount of shares but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreeable terms between Jones and us.

In connection with the sale of the shares on our behalf, Jones will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jones will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Jones with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We are offering and selling the shares only where offers and sales are permitted. The distribution of this document and the sale of the shares in certain jurisdictions may be restricted by law. Persons outside the United States must observe any applicable restrictions. This is not an offer to sell, or a solicitation of an offer to buy, any securities anywhere it would be unlawful for us to make such an offer or solicitation.

Investing in our common stock involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page S-8 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 18, 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
TRADEMARKS			S-2
SPECIAL CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			S-3
ABOUT NEIGHBORHOOD INTELLIGENCE, Inc.			S-6
THE OFFERING			S-7
RISK FACTORS			S-8
USE OF PROCEEDS			S-10
DIVIDEND POLICY			S-11
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			S-12
PLAN OF DISTRIBUTION			S-16
VALIDITY OF THE SECURITIES			S-17
EXPERTS			S-17
WHERE YOU CAN FIND MORE INFORMATION			S-18
INFORMATION INCORPORATED BY REFERENCE			S-19


ABOUT THIS PROSPECTUS			1
TRADEMARKS			2
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			5
THE COMPANY			7
RISK FACTORS			8
USE OF PROCEEDS			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF DEBT SECURITIES			13
DESCRIPTION OF WARRANTS			20
DESCRIPTION OF PURCHASE CONTRACTS			21
DESCRIPTION OF UNITS			22
GLOBAL SECURITIES			23
PLAN OF DISTRIBUTION			26
LEGAL MATTERS			28
EXPERTS			28