424B5 1 ehgo424b5082026.htm FORM 424B5

Filed pursuant to Rule 424(b)(5)

Registration No. 333-291149

Prospectus Supplement

(To Prospectus dated April 2, 2026)

Eshallgo Inc

800,000 Class A Ordinary Shares

Pre-Funded Warrants to Purchase up to 950,000 Class A Ordinary Shares

Up to 950,000 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants

This is an offering of the securities of Eshallgo Inc (the “Company”, “we”, “our”, “us”, “Eshallgo”), a Cayman Islands exempted company with limited liability.

Our class A ordinary shares of par value of $0.0016 each (the “Class A Ordinary Shares”) are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “EHGO.” On August 18, 2026, the last reported sale price of our Class A Ordinary Shares on Nasdaq was US$1.81 per share.

This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of (i) 800,000 Class A Ordinary Shares (the “Shares”) of the Company and (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase an aggregate of up to 950,000 Class A Ordinary Shares (such shares that are issuable from time to time upon exercise of the Pre-funded Warrants (the “Pre-funded Warrant Shares”)), both (i) and (ii) pursuant to a Securities Purchase Agreement, dated as of June 30, 2026, between the Company and the purchaser identified on the signature page thereto. The purchase price of each Share is $1.00. The purchase price of each Pre-Funded Warrant is $0.99, which equals the price per Share being sold to the public in this offering, minus an exercise price of $0.01. The Pre-Funded Warrants will be exercisable immediately after issuance and from time to time, in whole or in part, at an exercise price equal to $0.01 per Class A Ordinary Share, and will expire when exercised in full.

We have retained Univest Securities, LLC (the “Placement Agent” or “Univest”) as our placement agent to use its “reasonable best efforts” to solicit offers to purchase our shares in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities.

The aggregate market value of our issued and outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of August 18, 2026, was approximately US$17,076,157, which was calculated based on 3,736,577 Class A Ordinary Shares held by non-affiliates as of June 30, 2026 and a per share price of US$4.57, which was the closing price of our Class A Ordinary Shares on Nasdaq on June 25, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a primary offering with a value exceeding more than one-third of the aggregate market value of our Class A ordinary shares in any 12-month period so long as the aggregate market value of our issued and outstanding Class A ordinary shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. During the previous 12 calendar months prior to and including the date of this prospectus supplement, we have sold $2,228,646 of our securities pursuant to General Instruction I.B.5 of Form F-3.

Investors are cautioned that you are not buying shares of a PRC-based operating company but instead are buying shares of a Cayman Islands holding company with operations conducted by our subsidiaries based in PRC and that this structure involves unique risks to investors.

This is an offering of the Class A Ordinary Shares of the Cayman Islands holding company. We conduct our business through the PRC subsidiaries. You will not and may never have direct ownership in the operating entity based in China.

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

	Per Class A ordinary share		Per Pre- Funded Warrant		Approximate Total (assuming all Pre-Funded Warrants are exercised)⁽²⁾
Public offering price	$	1.00		0.99	$	1,750,000
Placement Agent Fees⁽¹⁾	$	0.07		0.07	$	122,500
Proceeds to us, before expenses	$	0.93		0.921	$	1,627,500

(1)	We have agreed to pay the Placement Agent a cash fee equal to seven percent (7.0%) of the aggregate gross proceeds raised in this offering.

(2)	Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent