HYPERFINE, INC.

Up to 1,083,335 Shares of Class A Common Stock

This prospectus relates to the resale from time to time by the Selling Securityholders named in this prospectus (the "Selling Securityholders") of up to an aggregate of 1,083,335 shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), that are issuable upon the exercise of warrants, consisting of: (i) warrants to purchase up to an aggregate of 562,500 shares of Class A common stock (the "Initial Warrants"), and (ii) warrants to purchase up to an aggregate of 520,835 shares of Class A common stock (the "Additional Warrants"), in each case at an exercise price of $1.20 per share (collectively, the "Warrants"), which were issued in connection with a Loan and Security Agreement (the "Loan Agreement"), dated March 18, 2026 (the "Closing Date"), by and between us, as borrower, and Horizon Technology Finance Corporation, a Delaware corporation, as lender and collateral agent. The Initial Warrants are immediately exercisable and will expire seven years from the Closing Date. The Additional Warrants are contingent on and only exercisable following additional funding of the term loans under the Loan Agreement as set forth in the applicable form of Warrant, and will expire seven years from the Closing Date.

This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Securityholders may offer or sell the securities. More specific terms of any securities that we and the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders, except with respect to amounts received by us upon exercise of the Warrants.