424B5 1 ny20077390x1_424b5.htm 424B5

The information in this preliminary prospectus supplement, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-273519

American Depositary Shares

Each Representing Ten Ordinary Shares

IperionX Limited

This is a firm commitment public offering of American Depositary Shares (“ADSs”) representing ordinary shares of IperionX Limited. Each ADS represents 10 ordinary shares, no par value, of IperionX Limited (“ordinary shares”).

The ADSs are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IPX.” On July 6, 2026, the last reported sale price of the ADSs was US$28.36 per ADS on Nasdaq. In addition, our ordinary shares are listed on the Australian Securities Exchange (“ASX”) under the symbol “IPX.” On July 7, 2026, the closing price of our ordinary shares on the ASX was A$4.15 per ordinary share, equivalent to US$28.81 per ADS based on an exchange rate of A$1.44 to US$1.00 (as published by the Reserve Bank of Australia as of July 7, 2026).

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page S-4.

Neither the Securities and Exchange Commission 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.

(1)	Please refer to “Underwriting” for a description of all underwriting compensation payable in connection with this offering.

The underwriters expect to deliver the ADSs to purchasers on or about , 2026.

Cantor

The date of this prospectus supplement is , 2026


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-v
FORWARD-LOOKING STATEMENTS			S-vi
PROSPECTUS SUPPLEMENT SUMMARY			S-1
THE OFFERING			S-3
RISK FACTORS			S-4
USE OF PROCEEDS			S-7
CAPITALIZATION			S-8
DILUTION			S-9
UNDERWRITING			S-10
LEGAL MATTERS			S-18
EXPERTS			S-18


			Page
ABOUT THIS PROSPECTUS			ii
WHERE YOU CAN FIND MORE INFORMATION			ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			ii
FORWARD-LOOKING STATEMENTS			iv
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES			v
SUMMARY			1
USE OF PROCEEDS			2
PROSPECTUS SUPPLEMENT			2
DESCRIPTION OF AMERICAN DEPOSITARY SHARES AND ORDINARY SHARES			3
DESCRIPTION OF SUBSCRIPTION RIGHTS			3
DESCRIPTION OF OTHER SECURITIES			3
PLAN OF DISTRIBUTION			4
LEGAL MATTERS			6
EXPERTS			6


	As of December 31, 2025
	Actual	As Adjusted
	(unaudited)
Cash and cash equivalents	US$65,826,830	US$
Non-current liabilities	3,685,359
Equity
Contributed equity	243,329,280
Reserves	8,871,451
Accumulated losses	(143,998,841)
Total equity	US$108,201,890	US$
Total capitalization	US$111,887,249	US$


	As of December 31, 2025
	ADSs (in $)	Ordinary Shares (in $)
Net tangible book value per ADS or ordinary share as of December 31, 2025	$2.83	$0.283
Public offering price
As-adjusted net tangible book value per ADS or ordinary share immediately after the offering
Increase in net tangible book value per ADS or ordinary share attributable to new investors
Dilution per ADS or ordinary share to new investors
Percentage of dilution in net tangible book value per ADS or ordinary share for new investors


Underwriter			Number of ADSs
Cantor Fitzgerald & Co.
Total

PRELIMINARY PROSPECTUS SUPPLEMENT

SUBJECT TO COMPLETION,

DATED July 7, 2026

(To the Prospectus Dated August 9, 2023)