AlphaTON Capital Corp (NASDAQ: ATON) ends $15.3M ATM, updates warrant filing

Rhea-AI Filing Summary

AlphaTON Capital Corp filed a prospectus supplement covering 481,581 ordinary shares issuable upon exercise of warrants under its existing Form F-1 registration. The supplement mainly updates the base prospectus by incorporating a new Form 6-K.

The attached Form 6-K notes that AlphaTON previously filed a prospectus supplement on November 25, 2025 for the offer and sale of up to $15,307,818 of ordinary shares under an at-the-market offering agreement with Chardan Capital Markets LLC, dated July 31, 2025. That agreement was terminated effective December 24, 2025. AlphaTON’s ordinary shares trade on Nasdaq under the symbol ATON, and the closing price was $0.598 on January 27, 2026.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275229

PROSPECTUS SUPPLEMENT

(to Prospectus dated November 7, 2023)

 

AlphaTON Capital Corp

481,581 Ordinary Shares underlying Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 7, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-275229), as amended most recently by the post-effective amendment filed on August 23, 2024, with the information contained in our current report on Form 6-K, furnished to the Securities and Exchange Commission on January 9, 2026 (the “January 9, 2026 Form 6-K”). Accordingly, we have attached the January 9, 2026 Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ATON”. On January 27, 2026, the closing sale price of our Ordinary Shares as reported on Nasdaq was $0.598.

Investing in the securities offered in the Prospectus involves a high degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties in the section entitled “Risk Factors” beginning on page 9 of the Prospectus, and in the other documents that are incorporated by reference into the Prospectus.

Neither the Securities and Exchange Commission nor any state or non-U.S. regulatory body has approved or disapproved of the securities offered in the Prospectus or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 28, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2026

Commission File Number: 001-40086

ALPHATON CAPITAL CORP

(Translation of registrant’s name into English)

Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

INCORPORATION BY REFERENCE

This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333- 286961, 333-290827, 333-291341 and 333-291921) of AlphaTON Capital Corp (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

On November 25, 2025, AlphaTON Capital Corp., (formerly known as Portage Biotech, Inc.) (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “ATM Prospectus”) for the offer and sale of up to $15,307,818 of ordinary shares (the “Shares”) pursuant to an At-The Market-Offering Agreement (the “ATM Agreement”), with Chardan Capital Markets, LLC (“Chardan”), dated July 31, 2025.

The ATM Agreement with Chardan was terminated on December 24, 2025. The termination was effective immediately.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 9, 2026

ALPHATON CAPITAL CORP

By:	/s/ Wes Levitt
	Wes Levitt
	Chief Financial Officer

FAQ

What does AlphaTON Capital Corp (ATON) register in this prospectus supplement?

The company updates a prospectus that covers 481,581 ordinary shares issuable upon exercise of warrants. This supplement primarily incorporates new information from a Form 6-K into the existing Form F-1 registration, keeping disclosure current for potential warrant share issuances.

How does the terminated Chardan at-the-market agreement affect AlphaTON (ATON)?

The filing states AlphaTON ended its at-the-market offering agreement with Chardan Capital Markets effective December 24, 2025. That agreement had allowed sales of up to $15,307,818 of ordinary shares, so its termination removes that specific sales channel.

What was the size of AlphaTON’s prior at-the-market share offering?

The company had a prospectus supplement dated November 25, 2025 for the offer and sale of up to $15,307,818 of ordinary shares. This amount reflects the maximum aggregate value of shares that could have been sold under the terminated agreement.

When was AlphaTON’s at-the-market agreement with Chardan terminated?

The filing states the at-the-market offering agreement with Chardan Capital Markets LLC was terminated on December 24, 2025, and the termination was effective immediately. After that date, shares could no longer be sold under that specific program.

On which exchange does AlphaTON Capital Corp (ATON) trade and at what recent price?

AlphaTON’s ordinary shares are listed on the Nasdaq Capital Market under the symbol ATON. The filing notes a closing sale price of $0.598 per ordinary share on January 27, 2026.

How is the new Form 6-K used in AlphaTON’s existing registrations?

The Form 6-K is incorporated by reference into several AlphaTON registration statements on Forms S-8 and F-3. This means the new disclosure automatically becomes part of those effective registrations for future securities offerings.