tm2614072-2_424b5 - none

424B5 1 tm2614072-2_424b5.htm 424B5 tm2614072-2_424b5 - none - 5.645242s

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-276081

Prospectus supplement
(To prospectus dated December 15, 2023)

71,607 Shares of Class A Common Stock

Series A Warrants to Purchase up to 71,607 Shares of Class A Common Stock (or pre-funded warrants)

Series B Warrants to Purchase up to 71,607 Shares of Class A Common Stock (or pre-funded warrants)

We are offering 71,607 shares of our Class A common stock, $0.01 par value per share, and accompanying Series A common stock warrants to purchase 71,607 shares of our Class A common stock with an exercise price of $1.955 per share and accompanying Series B common stock warrants to purchase 71,607 shares of our Class A common stock with an exercise price of $2.34 per share, at a combined offering price of $1.955 per share, directly to certain of the Company’s directors and officers. This offering is being made without an underwriter or a placement agent and we are not paying underwriting discounts or commissions, so the proceeds to us, before expenses, will be approximately $140,000.

The Class A common stock will be sold in combination with an accompanying Series A common stock warrant to purchase 71,607 shares of Class A common stock issued for each share of Class A common stock sold (or pre-funded warrants in lieu thereof) and Series B common stock warrant to purchase 71,607 shares of Class A common stock (or pre-funded warrants in lieu thereof).

The shares of our Class A common stock (or pre-funded warrants), Series A common stock warrants and Series B common stock warrants are immediately separable and will be issued separately. The Series A common stock warrants are exercisable six months from the date of issuance and will expire one year from the date of issuance. The Series B common stock warrants are exercisable six months from the date of issuance and will expire five years from the date of issuance. The Series A common stock warrants will have an exercise price of $1.955 per share of our Class A common stock, subject to adjustment as described elsewhere in this prospectus supplement. The Series B common stock warrants will have an exercise price of $2.34 per share of our Class A common stock, subject to adjustment as described elsewhere in this prospectus supplement. This offering is expected to close on or about May 20, 2026, and is contingent and conditioned upon consummation of, the Underwritten Offering (as defined herein), as well as certain other customary closing conditions.

In a concurrent underwritten registered direct offering, we entered into an underwriting agreement with TD Securities (USA) LLC and Lake Street Capital Markets LLC, as representatives of the several underwriters named therein relating to an underwritten offering (the “Underwritten Offering”) of (i) 3,581,000 shares of our Class A common stock, and accompanying Series A warrants to purchase an aggregate of 3,581,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and Series B warrants to purchase an aggregate of 3,581,000 shares of Class A common stock (or pre-funded warrants in lieu thereof), and, (ii) in lieu of Common Stock to certain investors, pre-funded warrants to purchase an aggregate of up to 1,463,000 shares of Common Stock and accompanying Series A Common Warrants to purchase an aggregate of 1,463,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) at an exercise price of $1.955 per share and Series B Common Warrants to purchase an aggregate of 1,463,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) at an exercise price of $2.34 per share. The Underwritten Offering is expected to close on May 20, 2026, subject to customary closing conditions.

Our Class A common stock is listed on The Nasdaq Capital Market under the symbol “RPID.” On May 18, 2026, the last reported sale price of our Class A common stock on The Nasdaq Capital Market was $1.955 per share. There is no established public trading market for the pre-funded warrants, the Series A common stock warrants or the Series B common stock warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the pre-funded warrants or the Series A common stock warrants or Series B common stock warrants on The Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

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

Prospectus Supplement dated May 18, 2026

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
MARKET, INDUSTRY AND OTHER DATA		S-iv
PROSPECTUS SUPPLEMENT SUMMARY		S-1
RISK FACTORS		S-6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		S-10
USE OF PROCEEDS		S-12
DIVIDEND POLICY		S-13
DILUTION		S-14
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON.-U.S. HOLDERS		S-16
DESCRIPTION OF WARRANTS		S-22
PLAN OF DISTRIBUTION		S-26
LEGAL MATTERS		S-27
EXPERTS		S-27
WHERE YOU CAN FIND MORE INFORMATION		S-28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-29

	Page
ABOUT THIS PROSPECTUS		1
RISK FACTORS		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
THE COMPANY		5
USE OF PROCEEDS		7
SECURITIES WE MAY OFFER		8
DESCRIPTION OF CAPITAL STOCK		9
DESCRIPTION OF DEBT SECURITIES		14
DESCRIPTION OF WARRANTS		20
DESCRIPTION OF UNITS		21
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		24
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		31
EXPERTS		31
WHERE YOU CAN FIND MORE INFORMATION		31
INCORPORATION BY REFERENCE		32

Offering price per share and accompanying Series A and Series B common stock warrants			$	1.955
Historical net tangible book value per share as of March 31, 2026	$	0.49
Increase in net tangible book value per share attributable to investors participating in this offering and the Underwritten Offering		0.17
Pro forma net tangible book value per share as of March 31, 2026, after giving effect to this offering and the Underwritten Offering				0.66
Dilution of pro forma net tangible book value per share to new investors participating in this offering and the Underwritten Offering			$	1.30

SEC Form 424B5 filed by Rapid Micro Biosystems Inc.