Myseum.AI (NASDAQ: MYSE) adds $2.75M to at‑the‑market sale capacity

Rhea-AI Filing Summary

Myseum.AI, Inc. files an Amendment No. 1 to its prospectus supplement to increase the amount of common stock it may sell under its Sales Agreement with The Benchmark Company, LLC.

The Amendment adds up to $2,754,500 of common stock available for issuance and sale under the Sales Agreement, in addition to 750,000 shares previously sold for gross proceeds of approximately $3.3 million. The company reports 5,081,274 shares outstanding, with a public float value of approximately $18,237,547 based on $3.81 per share (the highest closing price within the prior 60 days). The last reported sale price on April 22, 2026 was $3.37 per share.

Insights

Securities Attorney

Amendment expands ATM capacity under an existing Sales Agreement.

The filing supplements the prospectus supplement to increase the aggregate amount available for sale under the Sales Agreement by $2,754,500. It cites eligibility under General Instruction I.B.6 of Form S-3 based on a public float calculation and prior takedowns.

Key legal qualifiers include the Sales Agreement terms and the Form S-3 eligibility cap (one-third of public float while below $75.0M), plus the amendment’s cross-reference requirement to prior prospectuses; timing and methods of sale remain governed by the Sales Agreement.

Capital Markets Analyst

This is an administrative increase to at‑the‑market availability, not an executed capital raise.

The Amendment permits up to an additional $2,754,500 of common stock sales via Benchmark under the existing Sales Agreement; the company previously sold securities under the program totaling approximately $3.3M. The filing reiterates public‑float calculations used to determine S-3 eligibility.

Practical impact depends on whether and when Myseum.AI elects to sell shares under the program; cash‑flow treatment and execution timing are governed by the Sales Agreement and not detailed here.

Key Figures

Additional offering capacity: $2,754,500 Shares previously sold: 750,000 shares Gross proceeds previously raised: $3.3 million +4 more

7 metrics

Additional offering capacity $2,754,500 increase under Sales Agreement (Amendment No.1)

Shares previously sold 750,000 shares sold under Sales Agreement for gross proceeds of approximately $3.3M

Gross proceeds previously raised $3.3 million aggregate proceeds from prior Sales Agreement takedowns

Shares outstanding 5,081,274 shares reported outstanding as used in public float calculation

Public float value $18,237,547 aggregate market value of common stock held by non-affiliates

Price used for float calc $3.81/share closing price on April 17, 2026 (highest in prior 60 days)

Last reported sale price $3.37/share last reported sale on April 22, 2026

Key Terms

Sales Agreement, General Instruction I.B.6 of Form S-3, public float

3 terms

Sales Agreement financial

"Sales Agreement with The Benchmark Company, LLC, dated February 10, 2025"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.6 of Form S-3 regulatory

"eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares"

public float market

"aggregate market value of our common stock held by non-affiliates of our public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Offering Details

ATM

Offering

Offering Type ATM

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

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Accepted by SEC EDGAR 04/23/2026 - 05:10 PM Learn about SEC filing dates

FAQ

What does Myseum.AI (MYSE) file in this Amendment No. 1?

It increases the amount available under its Sales Agreement by $2,754,500. The Amendment supplements the prior prospectuses to permit up to an additional $2,754,500 of common stock for sale under the Sales Agreement with The Benchmark Company, LLC.

How much stock has Myseum.AI already sold under the Sales Agreement?

Myseum.AI has sold 750,000 shares for about $3.3 million. The filing states aggregate sales of 750,000 shares of common stock for gross proceeds of approximately $3.3 million pursuant to the Sales Agreement.

How did Myseum.AI calculate S-3 eligibility for this additional offering?

Eligibility is based on General Instruction I.B.6 of Form S-3 using public float. The company reported a public float value of approximately $18,237,547 and states remaining capacity up to $2,754,500 under that instruction.

How many shares are outstanding and what price was used in the filing?

Shares outstanding were 5,081,274 and price used was $3.81/share. The filing states 5,081,274 shares outstanding and uses the closing price of $3.81 per share as of April 17, 2026 for the public float calculation.

Will Myseum.AI definitely sell the additional $2,754,500 of stock?

The Amendment permits sales but does not commit to immediate issuance. The filing increases the available amount under the Sales Agreement; actual sales occur only if and when the company elects to sell shares under the Sales Agreement.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291818

AMENDMENT NO. 1 DATED APRIL 20, 2026

TO PROSPECTUS SUPPLEMENT DATED FEBRUARY 6, 2026

TO PROSPECTUS DATED DECEMBER 3, 2025

Up to $2,754,500

Common Stock

Myseum.AI, Inc.

This Amendment No. 1 to prospectus supplement (“Amendment”) amends and supplements the information in the prospectus, dated December 3, 2025, filed as a part of our registration statement on Form S-3 (File No. 333-291818), as supplemented by our prospectus supplement dated February 6, 2026 (collectively, the “Prior Prospectuses”). This Amendment should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.0001 per share, from time to time pursuant to the terms of that certain Sales Agreement with The Benchmark Company, LLC, or Benchmark, dated February 10, 2025, as amended by that certain First Amendment to Sales Agreement dated February 6, 2026 (as amended, the “Sales Agreement”).

Since our entry into the Sales Agreement, we have offered and sold an aggregate of 750,000 shares of common stock for gross proceeds of approximately $3.3 million pursuant to the Sales Agreement.

We are filing this Amendment to supplement the Prior Prospectuses to increase the aggregate amount we intend to sell pursuant to the Sales Agreement. As of the date of this Amendment, we are offering up to an additional $2,754,500 of our common stock for sale under the Sales Agreement, not including the shares of common stock previously sold pursuant to the Sales Agreement.

As of the date of this Amendment, the aggregate market value of our common stock held by non-affiliates of our public float was approximately $18,237,547 based on a total number of 5,081,274 shares of common stock outstanding, of which 4,786,758 shares of common stock were held by non-affiliates, at a price of $3.81 per share, the closing sales price of our common stock on April 17, 2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60 days. We have sold approximately $3,324,682 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price of up to approximately $2,754,500. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.

Our common stock is listed on The Nasdaq Capital Market under the symbol “MYSE.” On April 22, 2026, the last reported sale price of our common stock was $3.37 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 of the prospectus supplement dated February 6, 2026, and in the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference into this prospectus before making a decision to invest in our common stock.

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 AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is April 23, 2026