Terra Innovatum COO Frepoli resigns from board

Cesare Frepoli’s board resignation took effect October 2, 2026, while he remained the company’s Chief Operating Officer and co-CEO of its U.S. subsidiary.

Rhea-AI Filing Summary

Terra Innovatum Global N.V. (NKLR) supplements a prospectus whose cover identifies up to 94,804,436 ordinary shares. The cover also lists up to 5,475,593 ordinary shares issuable upon warrant exercise and up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares.

Cesare Frepoli resigned from the board effective October 2, 2026, solely to ensure the board remained majority independent as required by Nasdaq Listing Rule 5605(b). He remains the company’s Chief Operating Officer and Co-Chief Executive Officer of its U.S. subsidiary.

Key Figures

Ordinary shares: Up to 94,804,436 shares Shares issuable upon warrant exercise: Up to 5,475,593 ordinary shares Shares issuable upon mandatory conversion: Up to 40,200,000 ordinary shares +1 more

4 metrics

Ordinary shares Up to 94,804,436 shares Identified on the prospectus cover

Shares issuable upon warrant exercise Up to 5,475,593 ordinary shares Identified on the prospectus cover

Shares issuable upon mandatory conversion Up to 40,200,000 ordinary shares Conversion of outstanding preferred shares

Ordinary share closing price $3.38 per share October 7, 2026

Key Terms

mandatory conversion, emerging growth company, majority independent, Nasdaq Listing Rule 5605(b)

4 terms

mandatory conversion technical

"issuable upon the mandatory conversion of outstanding preferred shares"

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

emerging growth company regulatory

"We are an “emerging growth 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.

majority independent regulatory

"the Board will remain majority independent"

Nasdaq Listing Rule 5605(b) regulatory

"as required by NASDAQ Listing Rule 5605(b)"

Offering Details

secondary · Up to 94,804,436 ordinary shares; up to 5,475,593 ordinary shares issuable upon exercise of warrants; up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares

Offering

Offering Type secondary

Securities Offered Ordinary shares, including shares issuable upon exercise of warrants and mandatory conversion of outstanding preferred shares

Offering Amount Up to 94,804,436 ordinary shares; up to 5,475,593 ordinary shares issuable upon exercise of warrants; up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares

FAQ

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

How many shares are covered in NKLR’s prospectus?

The cover lists up to 94,804,436 ordinary shares, up to 5,475,593 ordinary shares issuable upon exercise of warrants, and up to 40,200,000 ordinary shares issuable upon mandatory conversion of outstanding preferred shares.

Why did Cesare Frepoli resign from the NKLR board?

Cesare Frepoli resigned effective October 2, 2026, solely to ensure the board remained majority independent as required by Nasdaq Listing Rule 5605(b). He remains Terra Innovatum’s Chief Operating Officer and Co-Chief Executive Officer of its U.S. subsidiary.

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

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Available on EDGAR 10/08/2026 - 04:36 PM Accepted by SEC EDGAR 10/08/2026 - 04:32 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-291423

Prospectus Supplement No. 7

(To Prospectus dated December 15, 2025)

Terra Innovatum Global N.V.

Up to 5,475,593 Ordinary Shares Issuable Upon the Exercise of Warrants

Up to 94,804,436 Ordinary Shares

Up to 40,200,000 Ordinary Shares Issuable Upon the Mandatory Conversion of Outstanding Preferred Shares

This prospectus supplement no. 7 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 15, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (Registration Statement No. 333-291423). This Prospectus Supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information with the information contained in the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on October 8, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-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 this Prospectus Supplement.

Our ordinary shares, par value €0.01 per share (“Ordinary Shares”) are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NKLR”. On October 7, 2026, the closing price of our Ordinary Shares as reported on Nasdaq was $3.38 per share.

We are an “emerging growth company” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves risks that are described in the “Risk Factors” section of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on June 16, 2026 (the “Form 10-K”), beginning on page 12 of the Form 10-K.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is October 8, 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

October 2, 2026

Date of Report (Date of earliest event reported)

TERRA INNOVATUM GLOBAL N.V.

(Exact Name of Registrant as Specified in its Charter)

The Netherlands		001-42901		N/A
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

Via Matteo Trenta 117, Lucca, Italy		55100
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +39 0583 55797

(Former name or former address, if changed since last report)

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share		NKLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2, 2026, Cesare Frepoli notified Terra Innovatum Global N.V. (the “Company”) of his intention to resign from the board of directors of the Company (the “Board”), effective as of such date. Mr. Frepoli will remain as the Company’s Chief Operating Officer and Co-Chief Executive Officer of the Company’s U.S. Subsidiary. Mr. Frepoli’s resignation is solely for the purpose of ensuring that the Board will remain majority independent as required by NASDAQ Listing Rule 5605(b).

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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 hereunto duly authorized.

Dated: October 8, 2026
	TERRA INNOVATUM GLOBAL N.V.
	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

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