424B5 1 ny20082848x1_424b5.htm 424B5

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-280153

PROSPECTUS SUPPLEMENT

(To Prospectus dated August 18, 2025)

9,200,000 Ordinary Shares

BeyondSpring Inc.

We have entered into an Open Market Sale Agreement, dated as of September 29, 2026, or the sales agreement, with Citizens JMP Securities, LLC, or Citizens, relating to our ordinary shares offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell 9,200,000 of our ordinary shares from time to time through Citizens, acting as agent.

Our ordinary shares are listed on the Nasdaq Stock Market LLC under the symbol “BYSI.” The last reported sales price of our ordinary shares on the Nasdaq Stock Market LLC on September 25, 2026 was $0.7772 per share.

Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Citizens is not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Citizens and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Citizens will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per ordinary share sold, with the exact amount of ordinary shares to be agreed to by us. In connection with its sale of ordinary shares on our behalf, Citizens may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Citizens may be deemed to be underwriting commissions or discounts.

As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or the public float, was approximately $41.8 million, which was calculated based on 35,750,770 ordinary shares outstanding held by non-affiliates as of August 3, 2026, and at a price of $1.17 per share, the last reported sales price of our ordinary shares on the Nasdaq Stock Market LLC on August 3, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell ordinary shares pursuant to this prospectus supplement and the accompanying prospectus with a value of more than one-third of the aggregate market value of our public float in any 12-month period, so long as the aggregate market value of our ordinary shares held by non-affiliates is less than $75 million. During the twelve calendar months prior to, and including, the date hereof, we have sold an aggregate of 800,000 ordinary shares for aggregate gross proceeds of $2.0 million pursuant to the Securities Purchase Agreement, dated November 17, 2025, with Ray Beauty Group Limited.

As a result of these limitations and our current public float, and in accordance with the terms of the sales agreement, we may offer and sell our ordinary shares having an aggregate offering price of up to $11,942,800 from time to time through Citizens. If our public float increases such that we may sell additional amounts under the sales agreement, this prospectus supplement and the accompanying prospectus, we will file an amendment to this prospectus supplement prior to making additional sales.

Investing in our ordinary shares involves a high degree of risk. Before making an investment decision, please read the information contained in and incorporated by reference under the heading “Risk Factors” on page S-4 of this prospectus supplement and on page 5 of the accompanying prospectus, and under similar headings in the other documents that we have filed or that are filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.

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 or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Citizens Capital Markets

Prospectus Supplement dated September 29, 2026


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
SUMMARY			S-1
THE OFFERING			S-3
RISK FACTORS			S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-6
USE OF PROCEEDS			S-8
DIVIDEND POLICY			S-9
DILUTION			S-10
TAXATION			S-11
PLAN OF DISTRIBUTION			S-16
LEGAL MATTERS			S-17
EXPERTS			S-17
ENFORCEABILITY OF CIVIL LIABILITIES			S-18
WHERE YOU CAN FIND MORE INFORMATION			S-19
INCORPORATION BY REFERENCE			S-20


			Page
ABOUT THIS PROSPECTUS			1
OUR COMPANY			2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
RISK FACTORS			5
USE OF PROCEEDS			6
CAPITALIZATION			6
DESCRIPTION OF SHARE CAPITAL			7
PLAN OF DISTRIBUTION			16
WHERE YOU CAN FIND MORE INFORMATION			18
INCORPORATION BY REFERENCE			19
ENFORCEMENT OF CIVIL LIABILITIES			20
LEGAL MATTERS			21
EXPERTS			22


Assumed public offering price per share		$0.7772
Historical net tangible book value per share as of June 30, 2026	$(0.88)
Increase in as adjusted net tangible book value per share attributable to this offering	0.30
As adjusted net tangible book value per share as of June 30, 2026		(0.58)
Dilution in net tangible book value per share to new investors in this offering		$1.36