Matternet registers 51.6M shares for resale

Matternet, Inc. registers a large secondary resale of common stock while its shares begin trading on the OTCQB Venture Market under ticker MTTN.

Rhea-AI Filing Summary

Matternet, Inc. (MTTN) is updating its registration statement to cover the resale by selling stockholders of up to 51,590,925 shares of common stock, including 48,055,843 existing shares and 3,535,082 shares issuable upon exercise of warrants. These are being offered for resale by the selling stockholders.

The company states it will not receive proceeds from sales of these shares, other than any cash received upon exercise of certain warrants, and will bear the registration expenses. Matternet also announced that its common stock qualified to trade on the OTCQB Venture Market and commenced trading on September 21, 2026 under the ticker "MTTN". The company is classified as an emerging growth company and a smaller reporting company under federal securities laws.

Filing Explained

The September 21, 2026 prospectus supplement updates Matternet’s S-1 for the resale registration of up to 51,590,925 shares; it does not establish that those shares were sold, so no company proceeds are shown except cash that may arise from warrant exercises.

Key Figures

Total shares registered for resale: 51,590,925 shares of common stock Existing common shares registered: 48,055,843 shares Shares issuable upon exercise of warrants: 3,535,082 shares +4 more

7 metrics

Total shares registered for resale 51,590,925 shares of common stock Resale registration by selling stockholders under the prospectus supplement

Existing common shares registered 48,055,843 shares Portion of total shares offered for resale consisting of outstanding common stock

Shares issuable upon exercise of warrants 3,535,082 shares Common stock underlying Placement Agent Warrants, Bridge Warrants and Legacy Warrants

Trading market OTCQB Venture Market Common stock qualified to trade and commenced trading on September 21, 2026

Ticker symbol MTTN Symbol for Matternet, Inc. common stock on the OTCQB Venture Market

Prospectus date August 11, 2026 Date of the base prospectus being supplemented

Prospectus supplement date September 21, 2026 Date of the prospectus supplement and related Form 8-K event

Key Terms

OTCQB Venture Market, emerging growth company, smaller reporting company, blue sky laws, +1 more

5 terms

OTCQB Venture Market market

"common stock has qualified to trade on the OTCQB Venture Market"

The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.

emerging growth company regulatory

"We are an “emerging growth company” and a “smaller reporting company”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

smaller reporting company regulatory

"We are an “emerging growth company” and a “smaller reporting company”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

blue sky laws regulatory

"including with regard to compliance with state securities or “blue sky” laws"

State-level securities laws that require companies and investment products to register, disclose key information, or meet exemptions before being sold to residents; they act like local consumer protection rules for investments. They matter to investors because they reduce the risk of fraud, ensure basic disclosure about what is being offered, and can affect where and how easily an investment can be bought or sold—similar to how building codes affect whether a house can be advertised in a neighborhood.

warrants financial

"Shares of Common Stock Issuable Upon Exercise of Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Matternet will not receive proceeds from sales by selling stockholders, but may receive cash proceeds upon exercise of the Placement Agent Warrants, Bridge Warrants and Legacy Warrants.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Matternet, Inc. (MTTN) registering in this 424B5 prospectus supplement?

Matternet is registering the resale by selling stockholders of up to 51,590,925 shares of common stock, consisting of 48,055,843 existing shares and 3,535,082 shares issuable upon exercise of warrants, under its Form S-1 registration statement.

Will Matternet, Inc. (MTTN) receive any proceeds from the resale of these shares?

Matternet states it will not receive any proceeds from the sale of common stock by the selling stockholders, except for potential cash proceeds if the Placement Agent Warrants, Bridge Warrants and Legacy Warrants are exercised for cash.

On which market does Matternet, Inc. (MTTN) common stock trade and under what ticker?

Matternet announced its common stock qualified to trade on the OTCQB Venture Market and would commence trading on September 21, 2026 under the ticker symbol "MTTN".

What type of company classification does Matternet, Inc. (MTTN) have under U.S. securities laws?

Matternet describes itself as an “emerging growth company” and a “smaller reporting company” under federal securities laws, which makes it eligible for reduced public company reporting requirements.

Who is offering the shares covered by this Matternet, Inc. (MTTN) prospectus supplement?

The shares are being offered and resold by selling stockholders identified in the related prospectus. Matternet itself is not selling shares in this resale offering.

What risks does Matternet, Inc. (MTTN) highlight for investors considering this offering?

Matternet states that investing in its common stock involves a high degree of risk and directs investors to read the “Risk Factors” section beginning on page 6 of the prospectus and similar sections in any amendments or supplements.

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

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Available on EDGAR 09/21/2026 - 08:25 PM Accepted by SEC EDGAR 09/21/2026 - 05:11 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-297143

PROSPECTUS SUPPLEMENT NO. 2

(to Prospectus dated August 11, 2026)

 

Up to 48,055,843 Shares of Common Stock

Up to 3,535,082 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus supplement supplements the prospectus dated August 11, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-297143). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 21, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offering and resale by the selling stockholders identified herein of up to 51,590,925 shares of common stock, par value $0.0001 per share, of Matternet, Inc. (fka Los Altos Ventures Corp.) (“Matternet” or the “Company”), consisting of:

● up to 9,552,427 shares of common stock issued in a private placement offering on May 22, 2026 and June 9, 2026 (the “Private Placement”) to accredited investors (the “PIPE Shares”);

● up to 33,199,252 shares of common stock (the “Merger Shares”) issued to selling stockholders that were formerly Matternet, Inc. (“Legacy Matternet”) stockholders on May 22, 2026 in connection with the closing of the reverse subsidiary merger transaction among us, Legacy Matternet, and Matternet Acquisition Co. (the “Merger”);

● up to 2,499,998 shares of common stock issued to selling stockholders who held convertible promissory notes issued by Legacy Matternet which were converted into shares of common stock upon the closing of the Merger (“Bridge Shares”);

● up to 2,499,998 shares of common stock issuable upon exercise of warrants issued to the holders of convertible promissory notes issued by Legacy Matternet (the “Bridge Warrants” and “Bridge Warrant Shares”);

● up to 677,260 shares of common stock issuable upon exercise of warrants issued to each of the U.S. registered broker-dealers acting as placement agents in connection with the Private Placement (the “Placement Agent Warrants” and “Placement Agent Warrant Shares”);

● up to 357,824 shares of common stock issuable upon exercise of warrants issued by Legacy Matternet to selling stockholders (the “Legacy Warrants” and “Legacy Warrant Shares”);

● up to 2,683,333 shares of common stock held by the stockholders of Los Altos Venture Corp. (“LAVC”) prior to the Merger (the “Retained Pre-Merger Shares”); and

● up to 120,833 shares of our common stock held by advisors in exchange for services rendered in connection with the Merger (the “Advisor Shares”).

We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders, except with respect to amounts that may be received by us upon the cash exercise of the Placement Agent Warrants, the Bridge Warrants and the Legacy Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws.

As disclosed in the Current Report, on September 21, 2026, our common stock became qualified for trading on the OTCQB Venture Market under the ticker symbol “MTTN”.

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.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. Before making an investment decision, please read “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 21, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2026

MATTERNET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		000-56769		39-2522950
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

355 Ravendale Drive
Mountain View, California		94043
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (650) 260-2727

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 21, 2026, Matternet, Inc. announced that our common stock has qualified to trade on the OTCQB Venture Market and will commence trading on September 21, 2026 under the ticker symbol “MTTN”.

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SIGNATURES

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.

	Matternet, Inc.
Date: September 21, 2026	By:	/s/ Andreas Raptopoulos
		Andreas Raptopoulos
		Chief Executive Officer

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