Hyperfine, Inc. 8-K

What Happened

• On December 29, 2025, Hyperfine, Inc. announced an Amended and Restated At Market Issuance Sales Agreement with B. Riley Securities, Inc. and BTIG, LLC to offer and sell, at the company's discretion, up to $50.0 million of its Class A common stock through at-the-market (ATM) sales.
• The amendment adds BTIG as an additional sales agent to the Original Sales Agreement dated November 9, 2023. The Sales Agents will use commercially reasonable efforts to sell shares per the company’s instructions; Hyperfine is not obligated to make any sales. The company will pay commissions of up to 3.0% of gross proceeds. A legal opinion on the validity of the shares was provided by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Key Details

• Aggregate offering size: up to $50.0 million in Class A common stock.
• Sales agents: B. Riley Securities, Inc. and BTIG, LLC; sales agent commission up to 3.0%.
• Effective registration: offering will be made under the company’s Form S-3 (Reg. No. 333-275449) and a prospectus supplement filed December 29, 2025.
• Prior program update: the prospectus supplement dated November 22, 2023 was terminated; under that prior supplement Hyperfine sold 3,464,325 shares for approximately $4.35 million in gross proceeds.

Why It Matters

• This ATM facility gives Hyperfine a flexible, on-demand way to raise capital by selling shares into the market when conditions are favorable, without a firm equity offering.
• For investors, ATM sales can dilute existing shareholders when shares are sold; commissions (up to 3%) and the timing/size of any future sales will affect net proceeds and dilution. Monitor future 8-Ks or prospectus supplements for actual share issuance, timing, and stated use of proceeds.