IPSC (NASDAQ: IPSC) resale supplement substitutes Point72 with SILV Fund

Rhea-AI Filing Summary

IPSC registers the resale of up to 176,086,947 shares of common stock for resale or other disposition by the selling stockholders named in the prospectus supplement.

This supplement substitutes SILV Fund, Ltd. for Point72 Associates, LLC in the selling stockholders table and updates that holder's row to reflect a prior ownership of 7,057,359 shares and a maximum of 3,260,869 shares to be sold under the prospectus. Shares outstanding were 180,102,343 as of March 31, 2026.

Insights

Equity Capital Markets Analyst

Shelf resale registration expanded with a selling-holder substitution.

The filing amends the selling stockholders section to substitute SILV Fund, Ltd. for Point72 Associates, LLC and confirms the registered resale capacity of 176,086,947 shares. The supplement does not increase the registered amount; it only changes the selling‑holder listing.

Cash‑flow treatment is resale by holders (no proceeds to the issuer is stated); market activity will depend on holder decisions and market conditions.

Securities/Capital Markets Attorney

Amendment is administrative; registration mechanics preserved.

The supplement replaces a named selling stockholder and revises its table entry, preserving the prospectus' registered resale of 176,086,947 shares. It reiterates the Beneficial Ownership Limitation of 9.99% on warrants conversion described for the holder.

Because the change is substitutionary, filing risk is procedural; subsequent transactions will follow the distribution methods stated in the prospectus.

Key Figures

Registered shares: 176,086,947 shares PIPE Common Shares: 92,030,595 shares Pre‑Funded Warrant Shares: 25,360,704 shares +4 more

7 metrics

Registered shares 176,086,947 shares Total registered for resale in prospectus supplement

PIPE Common Shares 92,030,595 shares Component of the registered amount

Pre‑Funded Warrant Shares 25,360,704 shares Issuable upon exercise of Pre‑Funded Warrants

Common Warrant Shares 58,695,648 shares Issuable upon exercise of Common Warrants

Shares outstanding 180,102,343 shares Outstanding as of March 31, 2026

SILV Fund maximum offered 3,260,869 shares Maximum number of shares SILV Fund may sell pursuant to this prospectus

SILV Fund prior ownership 7,057,359 shares Number of shares owned prior to offering

Key Terms

Pre‑Funded Warrants, Selling Stockholders, Beneficial Ownership Limitation

3 terms

Pre‑Funded Warrants financial

"issuable upon exercise of pre‑funded warrants, or the Pre‑Funded Warrants"

Pre-funded warrants are a type of security that lets an investor buy a company’s common shares later by paying almost the full price up front; the tiny remaining exercise amount is paid when the warrant is converted into a share. Think of it like prepaying for a gift card that you can redeem for a stock: the issuer gets cash now and the investor can convert later. They matter to investors because conversion increases the number of outstanding shares (dilution) and can be used to manage ownership thresholds and regulatory or timing constraints.

Selling Stockholders regulatory

"proposed resale or other disposition by the selling stockholders identified therein"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

Beneficial Ownership Limitation regulatory

"subject to a Beneficial Ownership Limitation of 9.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/21/2026 - 05:01 PM Learn about SEC filing dates

FAQ

What does the IPSC prospectus supplement change?

It substitutes SILV Fund, Ltd. for Point72 Associates, LLC in the selling stockholders table and updates that holder's registered amounts and ownership details in the resale registration.

How many shares are registered for resale under IPSC's prospectus?

The prospectus registers the resale of 176,086,947 shares of common stock, consisting of PIPE Common Shares, Pre‑Funded Warrant Shares, and Common Warrant Shares, as stated in the supplement.

Does the supplement increase the number of shares being offered?

No; the supplement expressly states it does not increase the number of shares being offered and only reflects a transfer and substitution among selling stockholders.

What is SILV Fund, Ltd.'s position after the offered sales?

SILV Fund, Ltd. owned 7,057,359 shares prior, the prospectus shows a maximum of 3,260,869 shares offered under this prospectus, and post‑offering ownership would be 3,796,490 shares per the table.

What is the shares outstanding figure used in the supplement?

The percentages are based on 180,102,343 shares outstanding as of March 31, 2026, as specified in the prospectus supplement for ownership calculations.

Filed Pursuant to Rule 424B7

Registration No. 333-293228

PROSPECTUS SUPPLEMENT (To Prospectus dated February 17, 2026)

176,086,947 Shares of Common Stock

This prospectus supplement amends and supplements information contained or incorporated by reference in the prospectus dated February 17, 2026, or the prospectus, relating to the proposed resale or other disposition by the selling stockholders identified therein, or the Selling Stockholders, of up to 176,086,947 shares of our common stock, par value $0.0001 per share, or the common stock, consisting of (i) 92,030,595 shares of common stock, or the PIPE Common Shares, (ii) 25,360,704 shares of common stock, or the Pre-Funded Warrant Shares, issuable upon exercise of pre-funded warrants, or the Pre-Funded Warrants, and (iii) 58,695,648 shares of common stock or Pre-Funded Warrants in lieu thereof, or the Common Warrant Shares, issuable upon exercise of common warrants, or the Common Warrants, together with the Pre-Funded Warrants, the Warrants, described in the prospectus.

The purpose of this prospectus supplement is solely to supplement and amend the “Selling Stockholders” section commencing on page 10 of the prospectus to reflect in the Selling Stockholder table a transfer from a selling stockholder previously identified in the prospectus to another entity, which, as a result of such transfer, is being substituted as a selling stockholder. This prospectus supplement is not increasing the number of shares being offered under the prospectus, but only reflecting the transfer of shares of common stock previously registered.

This prospectus supplement should be read in conjunction with, and is qualified by reference to, the prospectus, except to the extent that information contained herein supersedes the information contained or incorporated by reference in the prospectus. This prospectus supplement may only be delivered or used in connection with the prospectus.

Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “IPSC.” On May 20, 2026, the last reported sale price of our common stock on Nasdaq was $2.25 per share.

We are an emerging growth company and a smaller reporting company as defined under federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-9 OF THIS PROSPECTUS SUPPLEMENT AND ANY SIMILAR SECTION CONTAINED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE HEREIN AND THEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

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

The date of this prospectus supplement is May 21, 2026.

S-1

SELLING STOCKHOLDERS

The following information amends and supplements the information that appears under the heading “Selling Stockholders” beginning on page 10 of the prospectus. Capitalized terms used herein but not defined have the meanings ascribed to such terms in the prospectus.

Point72 Associates, LLC, a Selling Stockholder included in the prospectus, transferred shares held by Point72 Associates, LLC to SILV Fund, Ltd. The table that appears under the heading “Selling Stockholders” in the prospectus is being amended and supplemented to (i) remove Point72 Associates, LLC as a Selling Stockholder and (ii) add SILV Fund, Ltd. as a Selling Stockholder. This prospectus supplement does not impact any other Selling Stockholder set forth in the table appearing under the heading “Selling Stockholders” in the prospectus.

The percentages of common stock owned after the offering by the Selling Stockholder below are based on 180,102,343 shares of common stock outstanding as of March 31, 2026, and assumes the exercise or conversion of any securities exercisable or convertible into common stock owned by such Selling Stockholder but not the exercise or conversion of such securities owned by any other Selling Stockholder. All information regarding the Selling Stockholder identified below was provided by such Selling Stockholder.

		Number of Shares of Common Stock Owned Prior to Offering								Maximum Number of Shares of Common Stock to be Sold Pursuant				Number of Shares of Common Stock Owned After Offering(1)
Name of Selling Stockholder		Number				Percent				to this Prospectus				Number				Percent
SILV Fund, Ltd.			7,057,359				3.9	%			3,260,869	(2)			3,796,490				2.1	%

* Less than 1%

(1) Assumes the sale of all shares offered pursuant to this prospectus.

(2) Consists of (i) 2,173,913 shares of common stock and (ii) 1,086,956 Common Warrants held by SILV Fund Ltd. Sirenia Capital Management LP, or Sirenia, is the investment manager of SILV Fund, Ltd. and as such has investment and voting power with respect to the securities held by SILV Fund, Ltd. Sirenia Capital Management GP LLC, or Sirenia GP, is the general partner of Sirenia. Alex Silverstein is the managing member of Sirenia GP. Each of SILV Fund, Ltd., Sirenia GP and Mr. Silverstein disclaims beneficial ownership over such securities. The address for the Selling Stockholder is 1674 Meridian Avenue, Suite 320, Miami Beach, FL 33139. The shares of common stock issuable upon conversion of the shares of the Common Warrants held by SILV Fund, Ltd. are subject to a Beneficial Ownership Limitation of 9.99%.

S-2