Common use of ABOUT THIS PROSPECTUS Clause in Contracts

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) ), using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offeringsofferings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offersecurities. Each time we offer and sell a type or series of securities under this prospectusthe securities, we will provide a prospectus supplement that will contain more specific information about describes the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we also may authorize to be provided to you may also add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus or in and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. If That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus is inconsistent with the and in any prospectus supplement, you should rely upon including the prospectus supplementinformation incorporated by reference. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give youyou with different information. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing to this prospectus is accurate as of at any date other than their respective datethe date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is an offer to sell only the securities offered herebya part of that registration statement, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete which includes additional information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and We are subject to change based on various factorsthe reporting requirements of the Securities Exchange Act of 1934, including those discussed under as amended (the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplementExchange Act”), and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed required to file with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Actinformation. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with Such reports include our audited financial statements. Our publicly available filings can be found on the SEC. You may obtain documents that we file with the SEC ’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website address is xxx.xxxxx.xxxat xxx.xxxxxxxx.xxx. We do not incorporate the information Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement, and you should not consider any information on, or supplement (except for SEC reports that can be accessed through, our website as part of this prospectus or any prospectus supplementare expressly incorporated by reference herein). Our website address is included in this prospectus as an inactive textual reference onlyprincipal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. This prospectus is part of a an automatic shelf registration statement on Form S-3 that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) using ), as a “shelfwell-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration process. Under this process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act, we may offer and sell any combination of the securities described in this prospectus offer, from time to time time, in one or more offerings. Before purchasing any offerings or series, our common shares, preferred shares, debt securities, you should read subscription rights to purchase our securities or warrants representing rights to purchase our securities on terms to be determined at the time of the offering. The securities may be offered at prices and on terms described in one or more supplements to this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” prospectus. This prospectus only provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement and/or free writing prospectus (collectively referred to hereinafter as a “prospectus supplement”) may also add, update or change information contained in this prospectus or in the documents we incorporate by reference herein. This prospectus and the prospectus supplement, together with any documents incorporated by reference into this prospectusherein, will include all material information relating to the applicable offering. If Please carefully read this prospectus is inconsistent with and the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide together with any information other than that contained or documents incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, any exhibits and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the additional information set forth described or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy headings “Available Information,” “Incorporation of Certain Information by Reference,” “Prospectus Summary” and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and “Risk Factors” before you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as make an inactive textual reference onlyinvestment decision.

ABOUT THIS PROSPECTUS. This prospectus is part provides you with a general description of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration processour securities being offered. Under this process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you You should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings heading “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up to $204,000,000. This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the specific terms of the offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or soldmore free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to consummate a sale of sell our securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If We urge you to carefully read this prospectus, any applicable prospectus is inconsistent supplement and any related free writing prospectus, together with the prospectus supplement, information incorporated herein by reference as described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” before you should rely upon the prospectus supplementinvest in our securities. We have not authorized anyone to provide any you with information other than in addition to or different from that contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement or in and any permitted related free writing prospectus prepared by or on behalf of us or to which we have referred youprospectus. We take no responsibility for, and can provide no assurance assurances as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or prospectus, any applicable prospectus supplement or in any such related free writing prospectus is accurate as of any date other than their respective datethat we may authorize to be provided to you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Additional Information.” This ”. Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus incorporates by reference, supplement and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In additionrelated free writing prospectus, the market words “Luminar”, “we”, “us”, “our”, the “company” or similar references refer to Luminar Technologies, Inc. and industry data its subsidiaries; and forecasts that may be included the term “securities” refers collectively to our Class A common stock, preferred stock, debt securities, warrants or incorporated by reference any combination of the foregoing securities. Luminar, the Luminar logo and our other registered or common law trademarks, service marks or trade names appearing in this prospectus or any prospectus supplement may involve estimatesare the property of Luminar. Solely for convenience, assumptions our trademarks, tradenames and other risks and uncertainties and are subject service marks referred to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus appear without the ®, TM and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable prospectus supplementlaw, our rights to these trademarks and under similar headings in other documents that are incorporated by reference into this prospectustradenames. AccordinglyOther trademarks, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act service marks and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made trade names used in this prospectus are the property of their respective owners. Our vision is to any make autonomous transportation safe and ubiquitous. As a global leader in lidar autonomous driving technology, we are enabling the world’s first autonomous solutions for automotive series production in passenger cars and commercial trucks. Founded in 2012 by President and Chief Executive Officer Xxxxxx Xxxxxxx, we built a new type of lidar from the chip–level up, with technological breakthroughs across all core components. As a result, we have created what we believe is the only lidar sensor that meets the demanding performance, safety, and cost requirements for autonomous vehicles in production bypassing the traditional limitations of legacy lidar technology, while also enabling Advanced Driving Assistance Systems (“ADAS”) with our contractsProactive Safety solution. Integrating this advanced hardware with our custom developed software stack enables a turn–key autonomous solution to accelerate widespread adoption across automakers at series production scale. Our lidar hardware and software products help set the standard for safety in the industry, agreements or other documents, the reference may not be complete and you should refer are designed to the exhibits that are a part enable accurate and reliable detection of some of the registration statement most challenging “edge cases” that autonomous vehicles can encounter on a regular basis. This is achieved by advancing existing lidar range and resolution to new levels, ensuring hard–to–see objects like a tire on the road ahead or a child that runs into the exhibits street are more likely to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxxbe detected. Our website address software is xxx.xxxxx.xxx. We do not incorporate also critical to interpreting the information on or accessible through our website into this prospectus or any prospectus supplement, data and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyinforming autonomous and assisted driving decisions.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering, including offering and the specific amounts, prices and terms of the securities offered or soldsecurities. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such A prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add, update or change in the prospectus supplement (and in any free writing prospectus) any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. If Any statement that we make in this prospectus is will be modified or superseded by any inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated statement made by reference us in this prospectus, any accompanying a prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give youprospectus. You should not assume that the information contained in or incorporated by reference in read both this prospectus or and any prospectus supplement or in any such free writing prospectus is accurate as prospectus, together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before buying any date other than their respective date. This prospectus is an offer to sell only of the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do sobeing offered. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Additional Information.” Unless stated otherwise, references in this prospectus to “Workhorse,” “we,” “us,” “our” or “the Company” refer to Workhorse Group Inc., a Nevada corporation, and our subsidiaries. This prospectus incorporates and the information incorporated herein by referencereference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus are the property of their respective owners. Be aware that any prospectus supplement may contain representations, warranties, covenants or similar provisions contained in agreements filed as an exhibit to documents incorporated by reference herein were made solely for the benefit of the parties to such agreements. In each case, these provisions were specifically negotiated between the parties and, in some cases, are intended chiefly to allocate risk. As such, you should in no case rely on any such provision in deciding whether to invest, as such provisions speak only as of the date given and incorporate by reference, do not necessarily reflect the current state of our business or financial condition. The industry and market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included contained or incorporated by reference in this prospectus or any prospectus supplement may involve estimatesare based either on our management’s own estimates or on independent industry publications, assumptions reports by market research firms or other published independent sources. Although we believe these sources are reliable, we have not independently verified the information and other risks cannot guarantee its accuracy or completeness, as industry and uncertainties and market data are subject to change based and cannot always be verified with complete certainty due to limits on various factorsthe availability and reliability of raw data, including those discussed under the heading “Risk Factors” contained voluntary nature of the data gathering process and other limitations and uncertainties inherent in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectusany statistical survey of market shares. Accordingly, investors you should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with be aware that the SEC under the Securities Act industry and does not contain all the information set forth market data contained or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should estimates and beliefs based on such data, may not consider any be reliable. Unless otherwise indicated, all information on, contained or that can be accessed through, our website as part of incorporated by reference in this prospectus or any prospectus supplement. Our website address supplement concerning our industry in general or any segment thereof, including information regarding our general expectations and market opportunity, is included in this prospectus as an inactive textual reference onlybased on management’s estimates using internal data, data from industry related publications, consumer research and marketing studies and other externally obtained data.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) using , utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell sell, either individually or in combination, in one or more offerings, any combination of the securities described in this prospectus, for total gross proceeds of up to $100,000,000. We are also registering hereunder such indeterminate amount of the securities of each class of securities described in this prospectus as may from time to time be offered hereunder at indeterminate prices which shall have an aggregate initial offering price not to exceed $100,000,000. The securities being registered hereunder also include such indeterminate amount of securities as may be issued upon exercise, settlement, exchange or conversion of the securities offered or sold hereunder, or pursuant to the antidilution provisions of any such securities. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in one or more offeringssuch greater amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement to this prospectus that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or soldmore free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. If We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading “Incorporation of Documents by Reference,” before investing in any of the securities being offered. You should rely only on the information contained in, or incorporated by reference into, this prospectus is inconsistent with the and any applicable prospectus supplement, you should rely upon along with the prospectus supplementinformation contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide any information other than that contained you with different or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dateadditional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled entitled “Where You Can Find More Additional Information.” This prospectus contains, or incorporates by reference, trademarks, tradenames, service marks and any prospectus supplement may contain and incorporate by referenceservice names of Ascent Solar Technologies, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.Inc.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings, and selling securityholders may from time to time offer and sell any such security owned by them. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we or the selling securityholders may offer. Each time we offer and or any selling securityholder sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more containing specific information about the terms of the applicable offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such A prospectus supplement that we may authorize include a discussion of any risk factors or other special considerations applicable to be provided those securities or to you us. A prospectus supplement may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus is inconsistent with and the applicable prospectus supplement, you should rely upon on the information in the prospectus supplement. Before you buy any of our securities, it is important for you to consider the information contained in this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.” We or any selling securityholders may offer the securities directly, through agents, or to or through underwriters. The applicable prospectus supplement will describe the terms of the plan of distribution and set forth the names of any agents or underwriters involved in the sale of the securities. See “Plan of Distribution” for more information on this topic. No securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of those securities. We have not authorized anyone to provide any you with information other than in addition to or different from that contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement and any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or in any permitted related free writing prospectus prepared by or on behalf of us or that we may authorize to which we have referred you. We take no responsibility for, and can provide no assurance as be provided to the reliability of, any other information that others may give you. You should must not assume that the rely on any unauthorized information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective daterepresentation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information in this prospectus, any applicable prospectus supplement, any information incorporated or deemed incorporated by reference herein or therein or any related free writing prospectus is accurate as of any date other than the date of such information. Our business, financial condition, results of operations and prospects and the business may have changed since that date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Additional Information.” This prospectus incorporates by referenceUnless otherwise mentioned or unless the context requires otherwise, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference all references in this prospectus to “Plug Power,” “we,” “us,” “our,” or any prospectus supplement may involve estimates, assumptions the “Company” refer to Plug Power Inc. and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this its subsidiaries. This prospectus and the applicable prospectus supplementinformation incorporated herein by reference includes trademarks, service marks and under similar headings in trade names owned by us or other documents that are companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This any applicable prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus supplement or any related free writing prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part are the property of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlytheir respective owners.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration process, we may offer and from time to time sell any combination of the securities described in this prospectus from time to time registered in one or more offerings. Before purchasing any securities, We have provided to you should read in this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities that we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will will, to the extent required by law, provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you We may also add, update or change in any accompanying prospectus supplement or any “free writing prospectus” that we may authorize to be delivered to you any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with and the prospectus supplement, you should rely upon on the information in the prospectus supplement. We have not authorized anyone to provide , provided that if any information other than that contained or incorporated by reference statement in this prospectusone of these documents is inconsistent with a statement in another document having a later date — for example, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or in supersedes the earlier statement. This prospectus, together with any such accompanying prospectus supplement and any “free writing prospectus is accurate as prospectus” that we may authorize to be delivered to you, includes all material information relating to the offering of any date other than their respective dateour securities. This prospectus is an offer to sell only As permitted by the securities offered hereby, but only under circumstances rules and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some regulations of the documents described hereinSEC, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement statement, of which this prospectus is forms a part, includes additional information not contained in this prospectus. You may read the registration statement and you may obtain copies of those documents as the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the section titled heading “Where You Can Find More Information.” This prospectus incorporates by referenceFuelCell Energy, Inc., together with its subsidiaries, is a leading integrated fuel cell company with a growing global presence. We design, manufacture, install, operate and any prospectus supplement may contain service ultra-clean, efficient and incorporate by referencereliable stationary fuel cell power plants. Our SureSource power plants generate electricity and usable high quality heat for commercial, market data industrial, government and industry statistics utility customers. We have commercialized our stationary carbonate fuel cells and forecasts that are based on independent industry publications also pursuing the complementary development of planar solid oxide fuel cells and other publicly available informationfuel cell technologies. Although we believe these sources Our principal executive offices are reliablelocated at 0 Xxxxx Xxxxxxx Xxxx, we do not guarantee the accuracy or completeness of this information and we have not independently verified this informationXxxxxxx, Xxxxxxxxxxx 00000. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus Our telephone number is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database(000) 000-0000. We file annual, quarterly and current reports, proxy statements and other information with maintain a web site at the SEC under the Exchange Actfollowing Internet address: xxx.xxxxxxxxxxxxxx.xxx. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as web site is not incorporated by reference in this prospectus, and you should not consider it to be a part of this prospectus or any prospectus supplementprospectus. Our website web site address is included in this prospectus as an inactive textual reference only.. In this prospectus, unless otherwise stated or the context otherwise requires, references to “FuelCell Energy,” the “Company,” “we,” “us” and “our” and similar references refer to FuelCell Energy, Inc.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration processstatement that we have filed with the SEC. Under this processBy using a shelf registration statement, we may offer sell, at any time and sell from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our registration statement and documents incorporated by reference contain the full text of certain contracts and other important documents that we have summarized in this prospectus from time or that we may summarize in a prospectus supplement. Since these summaries may not contain all the information that you may find important in deciding whether to time in one or more offerings. Before purchasing any securitiespurchase the securities we offer, you should read this prospectus review the full text of these documents. The registration statement and any applicable prospectus supplement together with the additional information described exhibits and other documents can be obtained from the SEC as indicated under the headings sections entitled “Where You Can Find Additional More Information” and “Incorporation by Reference of Certain Information by ReferenceFiled with the SEC.” This prospectus only provides you with a general description of the securities we may offer, which is not meant to be a complete description of each security. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more contains specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or soldthose securities. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus is inconsistent with the and any prospectus supplement, you should rely upon on the information in the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in read carefully both this prospectus or and any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only together with the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents additional information described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled sections entitled “Where You Can Find More Information.” This prospectus incorporates and “Incorporation by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness Reference of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically Information Filed with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.”

ABOUT THIS PROSPECTUS. This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) using , utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings up to a total aggregate offering price of $100,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or soldmore free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. If You should read this prospectus, any applicable prospectus is inconsistent supplement and any related free writing prospectus, together with the prospectus supplementinformation incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, you should rely upon the prospectus supplement. We have not nor any agent, underwriter or dealer has authorized anyone any person to provide give any information or to make any representation other than that those contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement or in any permitted related free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability ofThis prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other information that others may give youthan the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in or incorporated by reference in this prospectus or prospectus, any applicable prospectus supplement or in any such related free writing prospectus is accurate as of on any date other than their respective subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus is an offer to sell only and the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus information incorporated herein by reference contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this The following summary highlights information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference contained elsewhere in this prospectus or any and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factorsany related free writing prospectus, including those the risks of investing in our securities discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplementsupplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors You should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all also carefully read the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contractprospectus, agreement or other document. You may obtain copies of including our consolidated financial statements, and the exhibits to the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into of which this prospectus or any prospectus supplementis a part. Unless the context indicates otherwise, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included references in this prospectus to “Flex,”, “Flex Pharma”, “the Company,” “we,” “us,” “our” and similar references refer to Flex Pharma, Inc. and its wholly owned subsidiaries. We are a biotechnology company that was previously focused on developing innovative and proprietary treatments for muscle cramps, spasms and spasticity associated with severe neurological conditions. In June 2018, we announced that we were ending our ongoing Phase 2 clinical trials of our lead drug product candidate, FLX-787, in patients with motor neuron disease, or MND, primarily with amyotrophic lateral sclerosis, or ALS, and in patients with Charcot-Xxxxx-Tooth disease, or CMT, due to oral tolerability concerns observed in both studies. The wind-down of the activities associated with these studies was completed in the third quarter of 2018. In 2016, we launched our consumer product, HOTSHOT ® , to prevent and treat exercise-associated muscle cramps, or EAMCs. We continue to market and sell HOTSHOT to endurance athletes who drink it before, during and after exercise to prevent and treat exercise associated muscle cramps, or EAMCs. In June 2018, we initiated a process to explore a range of strategic alternatives for enhancing stockholder value, including the potential sale or merger of the Company. Xxxxxxx XxxXxxx was engaged to act as our strategic financial advisor at that time. We also announced the restructuring of the organization to reduce our cost structure. In connection with the restructuring plan, we reduced our workforce by approximately 60%, with the reduction completed as of September 30, 2018. Following an inactive textual reference onlyextensive process of evaluating strategic alternatives and identifying and reviewing potential candidates for a strategic acquisition or other transaction, on January 3, 2019, we entered into a merger agreement with Salarius Pharmaceuticals, LLC, or Salarius, under which the privately held Salarius will merge with a wholly owned subsidiary of Flex Pharma. If the merger is completed, the business of Salarius will continue as the business of the combined organization. We expect to devote significant time and resources to completion of this merger. However, there can be no assurance that such activities will result in the completion of the merger. Further, the completion of the merger may ultimately not deliver the anticipated benefits or enhance shareholder value. If the merger is not completed, we will reconsider our strategic alternatives. In this case, we consider one of the following courses of action to be the most likely alternatives: • Dissolve and liquidate our assets. If, for any reason, the merger does not close, our Board of Directors will most likely conclude that it is in the best interest of stockholders to dissolve the Company and liquidate its assets. In that event, we would be required to pay all of our debts and contractual obligations, and to set aside certain reserves for potential future claims. There would be no assurances as to the amount or timing of available cash remaining to distribute to stockholders after paying our obligations and setting aside funds for reserves. • Pursue another strategic transaction. We may resume the process of evaluating a potential strategic transaction in order to attempt another strategic transaction like the merger. • Operate the consumer business. Although less likely than the alternatives above, our Board of Directors may elect to continue to market and sell HOTSHOT and continue to operate our consumer business. We cannot predict whether or to what extent we might resume previous level of research and development activities, including clinical trials, or what the related future cash needs would be for any such activities.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) ), as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this process, we and/or the selling securityholders to be named in a prospectus supplement may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings heading “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we or any selling securityholders may offer. Each time we offer and or any selling securityholders sell a type or series of securities under this prospectus, we or the selling securityholders, as the case may be, will provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered offered, and, if applicable, the selling securityholders. We may also authorize one or sold. This prospectus more free writing prospectuses to be provided to you that may not be used contain material information relating to consummate a sale of securities unless it is accompanied by a prospectus supplementthese offerings. Each such prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer may not be used to sell only the our securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do sounless accompanied by a prospectus supplement. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Additional Information.” This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and prospectus, the applicable prospectus supplementsupplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus supplement and any related free writing prospectus, the words “Luminar”, “we”, “us”, “our”, the “company” or similar references refer to Luminar Technologies, Inc. and its subsidiaries; and the term “securities” refers collectively to our Class A common stock, preferred stock, warrants, debt securities, or any combination of the foregoing securities. We own various U.S. federal trademark registrations and applications and unregistered trademarks, including our corporate logo. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated herein by reference in the registration statementcontains references to trademarks, service marks and trade names owned by us or other companies. Whenever a reference is made Solely for convenience, trademarks, service marks and trade names referred to in this prospectus and the information incorporated herein, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any of our contractsway, agreements or other documentsthat we will not assert, the reference may not be complete and you should refer to the exhibits that are a part fullest extent under applicable law, our rights or the rights of the registration statement applicable licensor to these trademarks, service marks and trade names. We do not intend our use or the exhibits display of other companies’ trade names, service marks or trademarks to the reports imply a relationship with, or endorsement or sponsorship of us by, any other documents companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. Luminar is a global automotive technology company ushering in a new era of vehicle safety and autonomy. Over the past decade, Luminar has been building our light detection and ranging (LiDAR) sensor from the chip-level up, which is expected to meet the demanding performance, safety, reliability and cost requirements to enable next- generation safety and autonomous capabilities for passenger and commercial vehicles, as well as other adjacent markets. The global automotive and mobility sector is increasingly focused on safety and autonomy, specifically next-generation advanced driver assistance systems, or ADAS, and highway autonomy for passenger and commercial vehicles. Our LiDAR technology provides increased situational awareness in a copy broad range of such contractdriving environments through improved and higher confidence detection and planning at all vehicle speeds. Beyond sensor hardware, agreement or other documentour product portfolio has expanded to include in-development perception and decision-making software, as well as high definition “3D” mapping that we anticipate will monetize the ecosystem of improved safety and autonomy created by our LiDAR. You may obtain copies We were incorporated in the State of Delaware in August 2018 as a special purpose acquisition company under the name Xxxxx Xxxxxxxxxxx, Inc. On February 5, 2019, we completed our initial public offering. On December 2, 2020, we consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated August 24, 2020, with the pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”). Legacy Luminar was incorporated in Delaware on March 31, 2015. In connection with the consummation of the registration statement and its exhibits via the SEC’s XXXXX databaseBusiness Combination, we changed our name from Xxxxx Xxxxxxxxxxx, Inc. to Luminar Technologies, Inc. Our principal executive offices are located at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxxOur telephone number is (000) 000-0000. Our website address is xxx.xxxxx.xxxxxx.xxxxxxxxxxx.xxx. We do not incorporate the information Information contained on or accessible through our website into or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, the registration statement of which it forms a part. We have included our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus only as an inactive textual reference onlyand do not intend it to be an active link to our website.

ABOUT THIS PROSPECTUS. This prospectus supplement is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one sell shares of our common stock, preferred stock or more offerings. Before purchasing any debt securities, you should read subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, having an aggregate offering price of up to $200.0 million. Under this prospectus supplement, we may from time to time sell shares of our common stock having an aggregate offering price of up to $50.0 million, at prices and any applicable on terms to be determined by market conditions at the time of the offering. The $50.0 million of shares of common stock that may be sold under this prospectus supplement together with are included in the additional information described $200.0 million of securities that may be sold under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” our shelf registration statement. This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about describes the terms of the offering, including the specific amounts, prices this offering of common stock and terms of the securities offered or sold. This prospectus may not be used also adds to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change and updates information contained in this prospectus or in the documents incorporated by reference into this prospectusprospectus supplement. If To the extent there is a conflict between the information contained in this prospectus is inconsistent supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement or the accompanying base prospectus that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely upon on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. We have not not, and Xxxxxxxxx has not, authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectusprospectus supplement, the accompanying base prospectus or any accompanying prospectus supplement or in any permitted related free writing prospectus prepared by or on behalf of us or to which we have referred you. We Neither we nor Xxxxxxxxx take no any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and Xxxxxxxxx is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in or incorporated by reference appearing in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In additionsupplement, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this accompanying base prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into herein and therein and any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus supplement and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus supplement outside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a copy solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such contractperson to make such an offer or solicitation. Unless the context requires otherwise, agreement in this prospectus supplement the terms “Achieve,” the “Company,” “we,” “us” and “our” refer to Achieve Life Sciences, Inc., together with its subsidiaries, taken as a whole. This prospectus supplement and the information incorporated by reference herein and in the accompanying base prospectus includes trademarks, service marks and trade names owned by us or other documentcompanies. You may obtain copies All trademarks, service marks and trade names are the property of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxxtheir respective owners. We do not incorporate the information on intend our use or accessible through our website into this prospectus display of other companies’ trade names, trademarks or any prospectus supplement, and you should not consider any information onservice marks to imply a relationship with, or that can be accessed throughendorsement or sponsorship of us by, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlythese other companies.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) using , utilizing a “shelf” registration process. Under this shelf registration process, we may offer shares of our common stock; shares of our preferred stock; debt securities; warrants for such securities; rights to purchase common stock, preferred stock, debt securities or units; and sell units that include any combination of the securities described in this prospectus from time to time these securities, in one or more offerings, up to a total dollar amount of $150,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may sell the offeringsecurities (a) through agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods of sale. We and our agents reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. See “Plan of Distribution” below. A prospectus supplement (or pricing supplement), including which we will provide to you each time we offer securities, will provide the specific amountsnames of any underwriters, prices and terms dealers, or agents involved in the sale of the securities offered securities, and any applicable fee, commission or solddiscount arrangements with them. This prospectus may does not be used contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to consummate a sale of securities unless it is accompanied by a prospectus supplementthe registration statement, including its exhibits. Each such prospectus supplement that we may authorize to be provided to you Prospectus supplements may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, will include all material information relating to the offering. If You should carefully read this prospectus is inconsistent with prospectus, the applicable prospectus supplement, you the information and documents incorporated herein by reference and the additional information under the heading “Where You Can Find Additional Information About Us” before making an investment decision. You should rely upon only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide any you with information other than different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized to give any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us information or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should represent anything not assume that the information contained in or incorporated by reference in this prospectus prospectus. You must not rely on any unauthorized information or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective daterepresentation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of You should assume that the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimatesis accurate only as of the date on the front of the document and that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, assumptions regardless of the time of delivery of this prospectus or any sale of a security. To the extent there are inconsistencies between this prospectus, any prospectus supplement and other risks and uncertainties and are subject to change based on various factorsany documents incorporated by reference, including those discussed under the heading “Risk Factors” contained document with the most recent date will control. Unless otherwise indicated in this prospectus or the context otherwise requires, all references to “we,” “us,” “our,” “the Company,” and “Arcimoto” refer to Arcimoto, Inc. Xxxxxxxx’s mission is to help catalyze the applicable prospectus supplementshift to a sustainable transportation system. Since our incorporation in November 2007, we have been engaged primarily in the design and development of ultra-efficient three-wheeled electric vehicles. Over the course of our first ten years, we designed, built and tested eight generations of prototypes, culminating in the Fun Utility Vehicle®, or FUV. The FUVis a pure electric solution that we estimate is approximately a quarter of the weight, takes up a third of the parking space of and is more efficient than the average passenger car in the United States. We anticipate offering the FUVwith several option packages to meet the needs of a variety of customers. We expect retail series FUV production to commence upon compliance validation of the pilot series FUV. As of September 28, 2018, we had 3,017 pre-orders for our retail series FUV. We were originally formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation. On December 29, 2011, we changed our name to Arcimoto, Inc. Our principal executive offices are located at 0000 Xxxx 0xx Xxx., Xxxxxx, Xxxxxx 00000, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus our phone number is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx(000) 000-0000. Our website address is xxx.xxxxx.xxxxxx.xxxxxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any The information on, or that can be accessed through, our website as is not part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyRegistration Statement.

ABOUT THIS PROSPECTUS. This prospectus is part of a shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , in accordance with General Instruction I.B.6 of Form S-3, using a “"shelf” " registration processprocess for the delayed offering and sale of Securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this the shelf registration process, we may offer and may, from time to time, sell any combination of the securities Securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities Securities we may offer. Each time we offer and sell a type or series of securities under this prospectusSecurities, we will provide a prospectus supplement that will contain more containing specific information about the terms of the offering, including Securities being offered and the specific amounts, prices and terms of the securities offered or soldmanner in which they will be offered. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this This prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, and any accompanying prospectus supplement or do not contain all the information included in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred youthe registration statement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some have omitted parts of the documents described herein, but reference is made to registration statement in accordance with the actual documents for complete information. All rules and regulations of the summaries are qualified in their entirety by the actual documentsSEC. Copies of some of the documents referred to herein have been filedFor further information, will be filed or will be incorporated by reference as exhibits we refer you to the registration statement on Form S-3 of which this prospectus is a part, including its exhibits. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC's rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read this prospectus together with any additional information you may obtain copies of those need to make your investment decision. You should also read and carefully consider the information in the documents as described below under the section titled “we have referred you to in "Where You Can Find More Information.” This prospectus incorporates ; Incorporation by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available informationReference" below. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus. Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable earlier prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.

ABOUT THIS PROSPECTUS. This document is called a prospectus and is part of a registration statement on Form S-3 Registration Statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” “shelf” registration process. Under this processprocess we may, we may offer and sell any combination of the securities described in this prospectus from time to time time, offer and sell, in one or more offerings, up to 5,000,000 of our ordinary shares. Before purchasing any securities, you should read The offer and sale of securities under this prospectus and may be made from time to time, in one or more offerings, in any applicable prospectus supplement together with the additional information manner described under the headings “Where You Can Find Additional Information” and “Incorporation section in this prospectus entitled “Plan of Certain Information by Reference.” Distribution.” This prospectus only provides you with a general description of the securities our ordinary shares that we may offer. Each time we offer and sell a type or series of securities under this prospectusour ordinary shares, we will provide a prospectus supplement that will contain more containing specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or soldif required. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each Any such prospectus supplement may include a discussion of any risk factors or other special considerations that we may authorize apply to be provided to you that offering. The prospectus supplement may also add, update or change the information contained in this prospectus or in documents incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus is inconsistent with the and any prospectus supplement, you should rely upon on the information in that prospectus supplement. We Before purchasing any of our ordinary shares, you should carefully read both this prospectus and any prospectus supplement together with additional information incorporated by reference herein and described under the headings “Where You Can Find More Information” and “Incorporation by Reference.” The Registration Statement containing this prospectus, including exhibits to the Registration Statement, provides additional information about us and the securities offered under this prospectus. The Registration Statement can be read on the SEC website or at the SEC office mentioned under the heading “Where You Can Find More Information.” When acquiring any ordinary shares described in this prospectus, you should rely only on the information provided in this prospectus and in any applicable prospectus supplement, including the information incorporated by reference. Neither we nor any underwriter, dealer or agent have not authorized anyone to provide any information other than that contained you with different information. If anyone provides you with different or incorporated by reference in this prospectusinconsistent information, any accompanying prospectus supplement or you should not rely on it. We are not offering our ordinary shares in any permitted free writing prospectus prepared by jurisdiction where the offer or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give yousale is prohibited. You should not assume that the information contained in or incorporated by reference in this prospectus or prospectus, any prospectus supplement or in any such free writing prospectus document incorporated by reference is accurate as of truthful or complete at any date other than their respective datethe date mentioned on the cover page of any such document. This prospectus is an offer We may sell our ordinary shares to underwriters who will sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do sothe public at a fixed offering price or at varying prices determined at the time of sale. This The applicable prospectus contains summaries of certain provisions contained in some supplement will contain the names of the documents described hereinunderwriters, but reference is made dealers or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers or agents and the net proceeds to us. Any underwriters, dealers or agents participating in the actual documents for complete information. All offering may be deemed “underwriters” within the meaning of the summaries are qualified in their entirety by Securities Act of 1933, as amended, or the actual documentsSecurities Act. Copies of some of Unless otherwise mentioned or unless the documents referred to herein have been filedcontext requires otherwise, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference all references in this prospectus to: “BeyondSpring,” the “Company,” “our Company,” the “Registrant,” “us,” “we,” “our” and similar designations refer to Dalian Wanchun Biotechnology Co., Ltd., or any prospectus supplement may involve estimatesWanchun Biotech, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplementformer holding company of our U.S. subsidiary, and under its consolidated subsidiaries, as a whole, prior to the completion of our internal corporate reorganization, and BeyondSpring Inc. and its consolidated subsidiaries, after the completion of our internal corporate reorganization on July 20, 2015. “Our shares,” “ordinary shares” and similar headings in other documents that are incorporated by reference into this prospectusexpressions refer to the Registrant’s ordinary shares, par value $0.0001 per share. Accordingly“Dollars,” “U.S.$” or “$” refer to United States Dollars. “PRC” or “China” refer to the People’s Republic of China. “Exchange Act” refers to the Securities Exchange Act of 1934, investors should not place undue reliance on this informationas amended. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under “Securities Act” refers to the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statementof 1933, as amended. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer “FINRA” refers to the exhibits that are a part of Financial Industry Regulatory Authority. “NASDAQ” refers to the registration statement NASDAQ Capital Market. “SEC” or the exhibits “Commission” refers to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement United States Securities and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyCommission.

ABOUT THIS PROSPECTUS. This base prospectus is part of a shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , in accordance with General Instruction I.B.1 of Form S-3, using a “shelf” registration processprocess for the delayed offering and sale of Securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this the shelf registration process, we may offer and may, from time to time, sell any combination of the securities Securities described in this base prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this This base prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities Securities we may offer. Each time we offer and sell a type or series of securities under this prospectusSecurities, we will provide a prospectus supplement that will contain more containing specific information about the terms of the offering, including Securities being offered and the specific amounts, prices and terms of the securities offered or soldmanner in which they will be offered. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this base prospectus. If this This base prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, and any accompanying prospectus supplement or do not contain all the information included in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred youthe registration statement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some have omitted parts of the documents described herein, but reference is made to registration statement in accordance with the actual documents for complete information. All rules and regulations of the summaries are qualified in their entirety by the actual documentsSEC. Copies of some of the documents referred to herein have been filedFor further information, will be filed or will be incorporated by reference as exhibits we refer you to the registration statement on Form S-3 of which this base prospectus is a part, including its exhibits. Statements contained in this base prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read this base prospectus together with any additional information you may obtain copies of those need to make your investment decision. You should also read and carefully consider the information in the documents as described below under the section titled we have referred you to in “Where You Can Find More Information.; Incorporation by Reference” This below. Information incorporated by reference after the date of this base prospectus incorporates by referencemay add, update or change information contained in this base prospectus. Any information in such subsequent filings that is inconsistent with this base prospectus will supersede the information in this base prospectus or any earlier prospectus supplement. The industry and any prospectus supplement may contain and incorporate by reference, market data and industry statistics other statistical information, if any, contained in this base prospectus and forecasts that in the documents we incorporate by reference are based on our own estimates, independent industry publications and publications, government publications, reports by market research firms or other publicly available informationpublished independent sources, and, in each case, are believed by us to be reasonable estimates. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this the information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.

ABOUT THIS PROSPECTUS. This document is called a prospectus and is part of a registration statement on Form S-3 Registration Statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “□shelf” □ registration process. Under this processprocess we may, we may offer and sell any combination of the securities described in this prospectus from time to time time, offer and sell, in one or more offerings, up to 5,000,000 of our ordinary shares. Before purchasing any securities, you should read The offer and sale of securities under this prospectus and may be made from time to time, in one or more offerings, in any applicable prospectus supplement together with the additional information manner described under the headings “Where You Can Find Additional Information” and “Incorporation section in this prospectus entitled □Plan of Certain Information by ReferenceDistribution.” □ This prospectus only provides you with a general description of the securities our ordinary shares that we may offer. Each time we offer and sell a type or series of securities under this prospectusour ordinary shares, we will provide a prospectus supplement that will contain more containing specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or soldif required. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each Any such prospectus supplement may include a discussion of any risk factors or other special considerations that we may authorize apply to be provided to you that offering. The prospectus supplement may also add, update or change the information contained in this prospectus or in documents incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus is inconsistent with the and any prospectus supplement, you should rely upon on the information in that prospectus supplement. We Before purchasing any of our ordinary shares, you should carefully read both this prospectus and any prospectus supplement together with additional information incorporated by reference herein and described under the headings □Where You Can Find More Information□ and □Incorporation by Reference.□ The Registration Statement containing this prospectus, including exhibits to the Registration Statement, provides additional information about us and the securities offered under this prospectus. The Registration Statement can be read on the SEC website or at the SEC office mentioned under the heading □Where You Can Find More Information.□ When acquiring any ordinary shares described in this prospectus, you should rely only on the information provided in this prospectus and in any applicable prospectus supplement, including the information incorporated by reference. Neither we nor any underwriter, dealer or agent have not authorized anyone to provide any information other than that contained you with different information. If anyone provides you with different or incorporated by reference in this prospectusinconsistent information, any accompanying prospectus supplement or you should not rely on it. We are not offering our ordinary shares in any permitted free writing prospectus prepared by jurisdiction where the offer or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give yousale is prohibited. You should not assume that the information contained in or incorporated by reference in this prospectus or prospectus, any prospectus supplement or in any such free writing prospectus document incorporated by reference is accurate as of truthful or complete at any date other than their respective datethe date mentioned on the cover page of any such document. This prospectus is an offer We may sell our ordinary shares to underwriters who will sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do sothe public at a fixed offering price or at varying prices determined at the time of sale. This The applicable prospectus contains summaries of certain provisions contained in some supplement will contain the names of the documents described hereinunderwriters, but reference is made dealers or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers or agents and the net proceeds to us. Any underwriters, dealers or agents participating in the actual documents for complete information. All offering may be deemed □underwriters□ within the meaning of the summaries are qualified in their entirety by Securities Act of 1933, as amended, or the actual documentsSecurities Act. Copies of some of Unless otherwise mentioned or unless the documents referred to herein have been filedcontext requires otherwise, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference all references in this prospectus to: □BeyondSpring,□ the □Company,□ □our Company,□ the □Registrant,□ □us,□ □we,□ □our□ and similar designations refer to Dalian Wanchun Biotechnology Co., Ltd., or any prospectus supplement may involve estimatesWanchun Biotech, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplementformer holding company of our U.S. subsidiary, and under its consolidated subsidiaries, as a whole, prior to the completion of our internal corporate reorganization, and BeyondSpring Inc. and its consolidated subsidiaries, after the completion of our internal corporate reorganization on July 20, 2015. □Our shares,□ □ordinary shares□ and similar headings in other documents that are incorporated by reference into this prospectusexpressions refer to the Registrant□s ordinary shares, par value $0.0001 per share. Accordingly□Dollars,□ □U.S.$□ or □$□ refer to United States Dollars. □PRC□ or □China□ refer to the People□s Republic of China. □Exchange Act□ refers to the Securities Exchange Act of 1934, investors should not place undue reliance on this informationas amended. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under □Securities Act□ refers to the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statementof 1933, as amended. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer □FINRA□ refers to the exhibits that are a part of Financial Industry Regulatory Authority. □NASDAQ□ refers to the registration statement NASDAQ Capital Market. □SEC□ or the exhibits □Commission□ refers to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement United States Securities and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyCommission.

ABOUT THIS PROSPECTUS. This prospectus is part of a an automatic shelf registration statement on Form S-3 that we filed with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities and Exchange Commission Act of 1933, as amended (the “SECSecurities Act”) using a “shelf” registration process). Under this the automatic shelf registration process, we or the selling stockholders to be named in a prospectus supplement or free writing prospectus may offer and sell any combination of sell, from time to time, in one or more offerings, the securities described in this prospectus from time to time in one or more offeringsprospectus. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the our securities that we may offer. Each To the extent required by applicable law, each time we offer and or the selling stockholders sell a type or series of securities under this prospectussecurities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that will contain more specific information about the specific terms of the offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or sold. This prospectus more free writing prospectuses to be provided to you that may not be used contain material information relating to consummate a sale of securities unless it is accompanied by a prospectus supplementthese offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you you), if any, may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of our securities being offered. If there is any inconsistency between the information in this prospectus is inconsistent with the and any prospectus supplementsupplement or free writing prospectus, you should rely upon on the information provided in the prospectus supplement or free writing prospectus, as applicable. You should rely only on the information contained in this prospectus, and any accompanying prospectus supplement, including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. We Neither we nor the selling stockholders or any of our their respective affiliates have not authorized anyone to provide any you with information other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. If given or made, any such other information or representation should not be relied upon as having been authorized by us or any selling stockholders. We and the selling stockholders may only offer to sell, and seek offers to buy any securities in jurisdictions where offers and sales are permitted. This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents. You should assume that the information in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or other offering materials is only accurate as of the date on behalf of us or to which we have referred you. We take no responsibility forits respective cover, and can provide no assurance as to the reliability of, that any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate only as of any the date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be document incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxxunless otherwise indicated. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplementbusiness, financial condition, results of operations and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyprospects may have changed since such date.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, we may offer and from time to time sell any combination of the securities our class A common stock described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offerour class A common stock. Each time we offer and sell a type or series of securities under this prospectusour class A common stock, we will provide a one or more prospectus supplement supplements that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If You should read both this prospectus is inconsistent and the accompanying prospectus supplement together with the prospectus supplement, you additional information described under the heading “Where You Can Find More Information.” You should rely upon only on the prospectus supplement. We have not authorized anyone to provide any information other than that contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted related free writing prospectus prepared filed by or on behalf of us or to which we have referred youwith the SEC. We take no responsibility for, have not authorized anyone to provide you with different information. This prospectus and can provide no assurance as any accompanying prospectus supplement do not constitute an offer to sell or the reliability of, solicitation of an offer to buy any securities other information that others may give youthan the class A common stock described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information contained appearing in or this prospectus, any prospectus supplement, the documents incorporated by reference in this prospectus or and any prospectus supplement or in any such related free writing prospectus is accurate only as of any date other than their respective datedates. This prospectus is an offer to sell only Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless otherwise indicated or the securities offered herebycontext otherwise requires, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made references in this prospectus to any of our contracts, agreements or other documents, “MicroStrategy,” the reference may not be complete “Company,” “we,” “us,” and you should “our” refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement MicroStrategy Incorporated and its exhibits via the SEC’s XXXXX databaseconsolidated subsidiaries. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC under filings are available to the Exchange Actpublic over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. The Copies of certain information filed by us with the SEC maintains are also available on our website at xxx.xxxxxxxxxxxxx.xxx. Our website is not a website that contains reports, proxy part of this prospectus and information statements and other information regarding issuers, including us, that file electronically is not incorporated by reference in this prospectus. This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You may obtain documents should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the class A common stock we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we file otherwise filed with the SEC at xxx.xxx.xxxare not intended to be comprehensive and are qualified by reference to these filings and the exhibits attached thereto. Our website address is xxx.xxxxx.xxx. We do not incorporate You should review the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlycomplete document to evaluate these statements.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, which we refer to as the “SEC”) using ,” utilizing a “shelf” registration process. Under this shelf registration process, we may offer and from time to time sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings for an aggregate initial offering price of up to $75,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a one or more prospectus supplement supplements that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. If prospectus and, accordingly, to the extent inconsistent, information in this prospectus is inconsistent with superseded by the prospectus supplement, you should rely upon information in the prospectus supplement. We have not authorized anyone to provide any You should read both this prospectus and the accompanying prospectus supplement together with the additional information other than that described under the heading “Where You Can Find More Information” beginning on page 2 of this prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted related free writing prospectus prepared filed by or on behalf of us or to which we have referred youwith the SEC. We take no responsibility for, have not authorized anyone to provide you with different information. This prospectus and can provide no assurance as any accompanying prospectus supplement do not constitute an offer to sell or the reliability of, solicitation of an offer to buy any securities other information that others may give youthan the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information contained appearing in or this prospectus, any prospectus supplement, the documents incorporated by reference in this prospectus or and any prospectus supplement or in any such related free writing prospectus is accurate only as of any date other than their respective datedates. This prospectus is an offer to sell only Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless the securities offered herebycontext otherwise indicates, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made references in this prospectus to any of our contracts“we,” “our” and “us” refer, agreements or other documentscollectively, the reference may not be complete and you should refer to the exhibits that are Blue Apron Holdings, Inc., a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contractDelaware corporation, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX databaseconsolidated subsidiaries. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC under filings are available to the Exchange Actpublic over the Internet at the SEC’s website at xxx.xxx.xxx. The Copies of certain information filed by us with the SEC maintains are also available on our website at xxx.xxxxxxxxx.xxx. Our website is not a website that contains reports, proxy part of this prospectus and information statements and other information regarding issuers, including us, that file electronically is not incorporated by reference in this prospectus. This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You may obtain documents should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we file otherwise filed with the SEC at xxx.xxx.xxxare not intended to be comprehensive and are qualified by reference to these filings. Our website address is xxx.xxxxx.xxx. We do not incorporate You should review the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlycomplete document to evaluate these statements.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) , using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or of more offeringsofferings up to a total dollar amount of proceeds of $25,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a describes the general description of the manner in which our securities we may offerbe offered by this prospectus. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into in this prospectus. If this The prospectus supplement that contains specific information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences and any risk factors or other special considerations applicable to those securities. To the extent that any statement that we make in a prospectus supplement is inconsistent with the statements made in this prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or in documents incorporated by reference in this prospectus, any accompanying you should rely on the information in the prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give yousupplement. You should not assume that the information contained in or incorporated by reference in this prospectus or prospectus, any applicable prospectus supplement or in any such related free writing prospectus is accurate as of on any date other than their respective date. This prospectus is an offer subsequent to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some date set forth on the front of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein document or that any information we have been filed, will be filed or will be incorporated by reference as exhibits is correct on any date subsequent to the registration statement date of which the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. You should carefully read both this prospectus is a part, and you may obtain copies of those documents as any prospectus supplement together with the additional information described below under the section titled “Where You Can Find More Information.” This before buying any securities in this offering. The terms “Calidi”, the “Company,” “we,” “our,” or “us,” in this prospectus incorporates refer to Calidi Biotherapeutics, Inc. and its wholly-owned subsidiaries, unless the context suggests otherwise. Some of the statements made under “Prospectus Summary,” “Use of Proceeds,” and elsewhere in this prospectus, as well as the documents incorporated by referencereference herein, including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “intends,” or “continue,” or the negative of these terms or other comparable terminology. These forward-looking statements may include, but are not limited to, statements related to our expected business, new product introductions, results of clinical studies, expectations regarding regulatory clearance and the timing of FDA or non-US filings or approvals including meetings with FDA or non-U.S. regulatory bodies, our ability to raise funds for general corporate purposes and operations, including our research activities and clinical trials, procedures and procedure adoption, future results of operations, future financial position, our ability to generate revenues, our financing plans and future capital requirements, anticipated costs of revenue, anticipated expenses, the effect of recent accounting pronouncements, our anticipated cash flows, our ability to finance operations from cash flows or otherwise, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are statements based on independent industry publications current expectations, estimates, forecasts, and projections about the economies and markets in which we operate and intend to operate and our beliefs and assumptions regarding these economies and markets. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other publicly available informationfactors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward- looking statements include, among others, those factors referred to in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated by reference herein. These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in the documents incorporated by reference herein. You should not rely upon forward-looking statements as predictions of future events. Although we believe these sources that the expectations reflected in the forward-looking statements are reliablereasonable, we do cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the accuracy forward-looking statements, whether as a result of new information, future events or completeness otherwise, after the date of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.

ABOUT THIS PROSPECTUS. This prospectus is a part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” shelf registration process”. Under this shelf registration process, we may offer and to sell any of the securities, or any combination of the securities securities, described in this prospectus from time to time prospectus, in each case in one or more offerings, up to a total dollar amount of $300,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under pursuant to this prospectus, we will provide a prospectus supplement or free writing prospectus that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectuswith respect to that offering. If there is any inconsistency between the information in this prospectus is inconsistent with and the applicable prospectus supplementsupplement or free writing prospectus, you should rely upon on the information in the prospectus supplement or free writing prospectus, as applicable. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference” and any free writing prospectus that we may prepare and distribute. The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, contains additional information about the securities offered under this prospectus. That registration statement can be read at the SEC website mentioned above under the heading “Where You Can Find More Information.” You should rely only on the information provided in this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with any information or to make any representations other than that those contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement or in any permitted free writing prospectus prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither this prospectus nor any accompanying prospectus supplement constitutes an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus or any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in or incorporated by reference in this prospectus or any supplement to this prospectus supplement or is accurate at any date other than the date indicated on the cover page of these documents, that the information appearing in any such applicable free writing prospectus is accurate as of at any date other than their respective date. This prospectus is an offer to sell only the securities offered herebydate of that free writing prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein or that any information we have been filed, will be filed or will be incorporated by reference as exhibits is correct on any date subsequent to the registration statement date of which this prospectus is a partthe document incorporated by reference. Our business, financial condition, results of operations and you prospects may obtain copies of have changed since those documents as described below under the section titled “Where You Can Find More Information.” dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and prospectus, the applicable prospectus supplementsupplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with Unless the SEC under the Securities Act and does not contain all the information set forth context otherwise requires or incorporated by reference in the registration statement. Whenever a reference is made as otherwise expressly stated, references in this prospectus to any the “Company,” “Zynerba,” “we,” “us,” “our” and similar terms refer to Zynerba Pharmaceuticals, Inc. and its subsidiary, Zynerba Pharmaceuticals Pty Ltd, unless we state otherwise or the context indicates otherwise. Zynerba®, Zygel ™ and our logo are some of our contractstrademarks used in this prospectus. This prospectus also includes trademarks, agreements or other documentstradenames, the reference may not be complete and you should refer to the exhibits service marks that are a part the property of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus organizations. Solely for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed throughconvenience, our website as part of this prospectus or any prospectus supplement. Our website address is included trademarks and tradenames referred to in this prospectus as an inactive textual reference onlyappear without the ™ symbol, but those references are not intended to indicate, in any way, that we will not asset, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) , using a “shelf” registration registration, or continuous offering, process. Under this shelf registration process, we may offer may, from time to time, issue and sell any combination of the securities described preferred stock, common stock or warrants, either separately or in this prospectus from time to time units, in one or more offeringsofferings with a maximum aggregate offering price of $63,425,000, including the U.S. dollar equivalent if the public offering of any such securities is denominated in one or more foreign currencies, foreign currency units or composite currencies. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more specific information about the terms of that offering and the offering, including the specific amounts, prices and terms of the securities offered or soldsecurities. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such Any prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in documents incorporated by reference into a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. If You should read this prospectus is inconsistent and the related exhibits filed with the SEC and any prospectus supplement, you should rely upon together with additional information described under the prospectus supplementheading “Where You Can Find More Information,” before making your investment decision. We have not Neither we, nor any agent, underwriter or dealer has authorized anyone any person to provide give any information or to make any representation other than that those contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility forThis prospectus or any applicable supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, and can provide no assurance as nor do this prospectus or any applicable supplement to this prospectus constitute an offer to sell or the reliability of, solicitation of an offer to buy securities in any other information that others may give youjurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement or in any such free writing prospectus is accurate as of on any date other than their respective date. This prospectus is an offer subsequent to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some date set forth on the front of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein document or that any information we have been filed, will be filed or will be incorporated by reference as exhibits is correct on any date subsequent to the registration statement date of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates document incorporated by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in even though this prospectus or any applicable prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information ondelivered, or that can be accessed throughsecurities are sold, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyon a later date.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC” or “Commission”) ), using a “shelf” registration process or continuous offering process. Under this shelf registration process, we may offer and may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings and selling securityholders may from time to time in one or more offeringsoffer such securities owned by them. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we that may offerbe offered by us and/or selling securityholders. Each We may also file, from time we offer and sell a type or series of securities under this prospectusto time, we will provide a prospectus supplement that will contain more specific or an amendment to the registration statement of which this prospectus forms a part containing additional information about us and/or selling securityholders and the terms of the offering, including the specific amounts, prices and terms offering of the securities offered or soldsecurities. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such That prospectus supplement that we or amendment may authorize include additional risk factors or other special considerations applicable to be provided to you the securities. Any prospectus supplement or amendment may also add, update or change information in this prospectus. If there is any supplement or amendment, you should rely on the information in that prospectus supplement or amendment. This prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement and any amendments to such registration statement, including its exhibits and schedules. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or in documents contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please refer to the actual exhibit for a complete description of these matters. You should read both this prospectus and any prospectus supplement together with additional information described below under the heading “Where You Can Find More Information.” Federal securities laws and the SEC’s rules and regulations require us to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including annual, quarterly and current reports) for LXP Industrial Trust, as further described under the heading “Where You Can Find More Information.” Information incorporated by reference into this prospectus. If from filings with the SEC after the date of this prospectus is inconsistent with or after the date of any prospectus supplement, you or information included in any prospectus supplement or an amendment to the registration statement of which this prospectus forms a part, may add, update or change information included or incorporated by reference in this prospectus or any prospectus supplement. Any statement contained in this prospectus, any prospectus supplement or in any document incorporated by reference will be deemed to be amended, modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or a later document that is or is considered to be incorporated by reference herein amends, modifies or supersedes such statement. Any statements so amended, modified or superseded will not be deemed to constitute a part of this prospectus, except as so amended, modified or superseded. You should rely upon not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the respective covers of this prospectus and any such prospectus supplement. We have not authorized anyone else to provide give any information or to make any representation other than that those contained or incorporated by reference in this prospectus, prospectus or any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give yousupplement. You should must not assume that the rely upon any information or representation not contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dateif we had authorized it. This prospectus is and any prospectus supplement do not constitute an offer to sell only or the solicitation of an offer to buy any securities offered hereby, but only under circumstances and in jurisdictions where it is lawful other than the registered securities to do sowhich they relate. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in Nor does this prospectus or any prospectus supplement may involve estimates, assumptions constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. All references to the “Company,” “we,” “our” and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factorsus” contained in this prospectus mean LXP Industrial Trust and its consolidated subsidiaries, except as otherwise provided or where it is made clear that the applicable prospectus supplement, and under similar headings term means only LXP Industrial Trust. When we use the term “LXP” in other documents that are incorporated by reference into this prospectus. Accordingly, investors should we are referring to LXP Industrial Trust by itself and not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to including any of our contracts, agreements its subsidiaries. References to “common shares” or other documents, the reference may not be complete and you should similar references refer to the exhibits that are a part shares of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy beneficial interest classified as common stock, par value $0.0001 per share, of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange ActLXP. The SEC maintains term “you” refers to a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyprospective investor.

ABOUT THIS PROSPECTUS. This document is called a prospectus and is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC”) ), using a “shelf” registration process. Under this shelf registration process, we may may, from time to time, offer shares of our common stock, preferred stock, warrants to purchase common stock or preferred stock, debt securities and units either individually or a combination thereof, in one or more offerings, in amounts we will determine from time to time, up to a total dollar amount of $50,000,000. In addition, the selling shareholders may, from time to time, offer and sell any combination up to an aggregate of the securities described in this prospectus from time to time 1,141,250 of our shares of our Common Stock in one or more offerings. Before purchasing This prospectus provides you with a general description of the securities we or the selling shareholders may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain certain specific information about the terms of that offering, including a description of any securitiesrisks related to the offering, if those terms and risks are not described in this prospectus. Each time a selling shareholder sells any shares of our common stock offered by this prospectus, the selling shareholder is required to provide you with this prospectus and the related prospectus supplement, if any, containing specific information about the selling shareholder and the terms of the ordinary shares being offered in the manner required by the Securities Act of 1933, or the “Securities Act.” A prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the Securities and Exchange Commission includes exhibits that provide more details on the matters discussed in this prospectus. You should read this prospectus and any applicable the related exhibits filed with the Securities and Exchange Commission and the accompanying prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information,” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description before buying any of the securities we being offered. We and our selling shareholders may offersell securities to or through underwriters or dealers, and also may sell securities directly to other purchasers or through agents. Each time we offer and sell a type or series of securities under To the extent not described in this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms names of any underwriters, dealers or agents employed by us in the offering, including the specific amounts, prices and terms sale of the securities offered covered by this prospectus, the principal amounts or sold. This prospectus may not number of shares or other securities, if any, to be used to consummate a sale purchased by such underwriters or dealers and the compensation, if any, of securities unless it is accompanied by a such underwriters, dealers or agents will be set forth in the accompanying prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change The information contained in this prospectus or in documents is accurate as of the date on the front cover. Information incorporated by reference into this prospectus. If this prospectus is inconsistent with accurate as of the prospectus supplement, you should rely upon date of the prospectus supplement. We have not authorized anyone to provide any document from which the information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give youis incorporated. You should not assume that the information contained in this prospectus is accurate as of any other date. You should rely only on the information provided or incorporated by reference in this prospectus prospectus. We have not authorized anyone to provide you with additional or different information. This document may only be used where it is legal to sell these securities. You should not assume that any prospectus supplement or information in any such free writing this prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness date of this prospectus. You should rely only on the information and we or our selling shareholders have not independently verified this information. In addition, the market and industry data and forecasts that may be included provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our” or similar terms, as well as references to “Flux”, “Flux Power” or the “Company,” refers to Flux Power Holdings, Inc., a Nevada corporation, and its consolidated subsidiary. On July 11, 2019, we effected a 1-for-10 reverse split (“2019 Reverse Split”) on our common stock and preferred stock. Reference to share numbers throughout this Prospectus, which may be supplemented by a prospectus supplement may involve estimatessupplement, assumptions give effect to such 2019 Reverse Split. We design, develop, manufacture, and sell advanced rechargeable lithium-ion energy storage solutions for lift trucks, and other risks industrial equipment including airport ground support equipment (GSE), energy storage for solar applications, and uncertainties industrial robotic applications. Our “LiFT Pack” battery packs, including our proprietary (in-house developed) battery management system (BMS), provide our customers with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead-acid and propane-based solutions. Within our industrial market segments, we believe that our LiFT Pack solutions provide cost and performance benefits over existing lead-acid power products including: ● longer operation and more shifts with fewer batteries; ● reduced energy and maintenance costs; ● faster recharging; and ● longer lifespan. Additionally, the toxic nature of lead-acid batteries presents significant safety and environmental issues as they are subject to change Environmental Protection Agency lead- acid battery reporting requirements, may create an environmental hazard in the event of a cell breach, and emit combustible gases during charging. As a result of the advantages lithium-ion battery technology provide over lead-acid batteries, we have experienced significant growth in our business. We believe we are at the very early stage of a trend toward the adoption of lithium-ion technology and the displacement of lead-acid and propane-based energy storage solutions, which based on various factorsNorth American sales data from the Industrial Truck Association (ITA), including those discussed we estimate to be a multi-billion dollar per year market. On August 18, 2020, we closed an underwritten public offering of 3,099,250 shares of common stock priced at $4.00 per share for gross proceeds of approximately $12.4 million, which included the full exercise of the underwriters’ over-allotment option to purchase additional shares. In connection with our public offering, our common stock was approved for listing and began trading on the Nasdaq Capital Market under the heading symbol “Risk FactorsFLUX” contained in this prospectus and the applicable prospectus supplementon August 14, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database2020. We file annualoperate our business through our wholly-owned subsidiary, quarterly and current reportsFlux Power, proxy statements and other information with the SEC under the Exchange ActInc. (Flux Power). Our principal executive office is located at 0000 X. Xxxxxxx Xxxxx, Xxxxx, XX 00000. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC telephone number at xxx.xxx.xxx. Our website address our principal executive office is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only(000) 000-0000 (FLUX).

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) , using a “shelf” registration process. Under this shelf registration process, we may from time to time offer and sell sell, in one or more offerings, any combination or all of the securities described in this prospectus, separately or together, up to an aggregate offering price of $100,000,000. This prospectus from time to time provides you with a general description of our securities being offered. When we issue the securities being offered by this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in one or more offeringsthis prospectus. Before purchasing any securities, you You should read both this prospectus and any applicable prospectus supplement together with the additional information described under the headings heading “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific The following summary highlights some information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into from this prospectus. If this prospectus It is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all of the information set forth or incorporated by reference in that you should consider before making an investment decision. You should read this entire prospectus, including the registration statement. Whenever a reference is made in this prospectus “Risk Factors” section on page 3 and the disclosures to any of our contracts, agreements or other documentswhich that section refers you, the reference may not be complete financial statements and you should refer to related notes and the exhibits that are a part of the registration statement other more detailed information appearing elsewhere or the exhibits to the reports or other documents incorporated by reference into this prospectus before investing in any of the securities described in this prospectus. We are a clinical-stage medical dermatology company focused on identifying, developing, and commercializing innovative pharmaceutical product candidates for the treatment of medical and aesthetic skin conditions and diseases we believe represent significant market opportunities. Dermatological diseases such as acne vulgaris (or acne), psoriasis vulgaris (or psoriasis), papulopustular acne rosacea (or rosacea), hyperhidrosis and various aesthetic skin quality issues, affect millions of people worldwide each year, and may negatively impact their quality of life and emotional well-being. While there are multiple current treatment options for each of these indications on the market, we believe that current therapies come with significant drawbacks, including underwhelming efficacy, cumbersome application regimens, and significant tolerability issues, all of which we believe may lead to poor patient compliance. A majority of these indications are first treated with topical products; however, many patients frequently switch treatments or discontinue treatment altogether due to patient dissatisfaction. This is primarily due to slow and modest response rates, the early onset of negative side effects, onerous application schedules, and long duration of therapy. Given the limitations with current topical therapies, we believe there is a significant opportunity to address the needs of frustrated patients searching for topical products that satisfy their dermatological and lifestyle needs. Our two product candidates, DMT310 and DMT410, both incorporate our proprietary, multifaceted,Spongilla technology to topically treat a variety of dermatological conditions and satisfy the unmet needs of patients. Our Spongilla technology is derived from a naturally grown freshwater sponge, Spongilla lacustris or Spongilla, which is processed into a powder that is then mixed with a fluidizing agent immediately prior to application to form an easily applicable paste. Spongilla is a unique freshwater sponge that only grows in commercial quantities in select regions of the world and under specific environmental conditions, all of which give it its distinctive anti-microbial, anti- inflammatory, and mechanical properties. The combination of these environmental conditions, the proprietary harvesting protocols developed with our exclusive supplier, and our post-harvest processing procedures produce a pharmaceutical product candidate that optimizes the mechanical components as well as the chemical components of the sponge to create a product candidate with multiple mechanisms of action for the treatment of inflammatory skin conditions and aesthetic applications. We believe our Spongilla technology platform will enable us to develop and formulate singular and combination products that are able to target the topical delivery of chemical compounds into the dermis for a copy variety of such contractdermatology indications. We believe the combination of Spongilla’s mechanical and chemical components (which we believe have demonstrated, agreement in-vitro, anti-microbial and anti-inflammatory properties), add to the versatility of our Spongilla technology platform’s effectiveness as a singular product, in the treatment of a wide variety of medical skin diseases like acne, rosacea, and psoriasis. We also believe the mechanical properties of our Spongilla technology allows for the intradermal delivery of a variety of large molecules, like botulinum toxin, monoclonal antibodies, or other documentdermal filler, to target treatment sites, through topical application. You may obtain copies Our lead product candidate, DMT310, is intended to utilize our Spongilla technology for once weekly treatment of a variety of skin diseases, with our initial focus being the treatment of acne vulgaris, which has a U.S. market size of approximately 50 million patients. We have shown DMT310’s ability to treat the multiple causes of acne in a Phase 2b study where we initially saw a 45% reduction in inflammatory lesions after four treatments, with statistically significant results at all time points for all three primary endpoints (reduction in inflammatory lesions, reduction in non-inflammatory lesions, and improvement in Investigator Global Assessment). Based on the multiple mechanisms of action and anti-inflammatory effect seen with DMT310 acne trial, we moved DMT310 into clinical trials for two additional indications: psoriasis and rosacea. In October 2021, we completed a Phase 1b proof of concept, or POC, trial in psoriasis where we saw encouraging results warranting further investigation. In June 2022, we completed enrollment of a Phase 2 clinical trial of DMT310 for the treatment of rosacea with results expected in December 2022. DMT310 consists of two grams of powder processed from a naturally grown freshwater sponge,Spongilla lacustris. The patient mixes the powder with a fluidizing agent (hydrogen peroxide) immediately prior to application by the patient to form an easy-to-apply paste. The paste is left on the skin for approximately ten to fifteen minutes, after which time it is washed off with water. Due to the unique combination of DMT310’s mechanical components and chemical components, and based on our Phase 2 acne data, we believe patients will only need to apply DMT310 once-weekly to produce a desired treatment effect. The mechanical components of the registration statement Spongilla powder consist of many microscopic siliceous, needle-like spicules that, when massaged into the skin, penetrate the stratum corneum (the skin’s outermost protective layer) and its exhibits via create microchannels into the SEC’s XXXXX databasedermis where pro-inflammatory cytokines and bacteria reside. We file annualbelieve that the penetration of the spicules leads to the opening of microchannels, quarterly and current reportswhich allow oxygen to enter pilosebaceous glands, proxy statements and other information with helping to kill C. acnes, which grow in an anaerobic (without oxygen) environment (C. acnes is the SEC under the Exchange Actbacteria that cause inflammatory lesions in acne patients). The SEC maintains spicules also cause turnover of the top layer of dead skin, thereby increasing collagen production. We believe the newly created microchannels provide a website conduit for DMT310’s naturally occurring chemical compounds to be delivered to the dermis and pilosebaceous glands, helping to kill the C. acnes. In addition to these anti-microbial compounds, DMT310 also appears to have anti-inflammatory chemical compounds, as demonstrated in in vitro experiments, that contains reportsinhibit inflammation through the reduction of C.acnes stimulated IL-8 production and by inhibiting IL-17A and IL-17F expression in human cell lines. Also, proxy during in vitro studies of DMT310’s organic compounds, we observed the inhibition of the lipogenesis of sebocytes, which may translate to a reduction in sebum (an oily and information statements waxy substance produced by the human body’s sebaceous glands) production and other information regarding issuersthe oiliness of the skin in patients, which was observed by a number of clinical investigators in our Phase 2 acne studies. We believe the combination of these biological and mechanical effects of the spicules could be important factors in treating multiple inflammatory skin diseases, as seen in our clinical trials. Our second product candidate utilizing our Spongilla technology is DMT410, our combination treatment. DMT410 is intended to consist of one treatment of our proprietary sponge powder followed by one topical application of botulinum toxin for delivery into the dermis. Currently, botulinum toxin is only approved to be delivered to the dermis by intradermal injections, which can be painful for the patient and time-consuming for the physician. However, we believe DMT410’s ability to topically deliver botulinum toxin into the dermis could have similar levels of efficacy to existing delivery techniques, with fewer tolerability issues and a quicker application time, possibly replacing the need for intradermal injections. We first tested DMT410 in a Phase 1 POC trial of axillary hyperhidrosis patients, which saw 80% of patients achieve a reduction in gravimetric sweat production greater than 50% four weeks after a single treatment. With almost 40% of the U.S. hyperhidrosis market currently being treated with intradermal injections of botulinum toxin, we believe there is significant market opportunity for DMT410. Based on DMT410’s ability to deliver botulinum toxin to the dermis as observed in the Phase 1 axillary hyperhidrosis trial, we also conducted a Phase 1 POC trial of DMT410 for the treatment of multiple aesthetic skin conditions, including usreduction of pore size, that file electronically with the SECsebum production, and fine lines, among others. You may obtain documents In November 2021, we announced top-line results from this trial, where we saw promising data that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxxbelieve warrants further investigation of DMT410. We do not incorporate are currently in the information on or accessible through our website process of discussing partnering opportunities with botulinum toxin companies to move the DMT410 program into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyPhase 2 studies.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using SEC utilizing a “shelf” shelf registration process. Under this shelf process, we or the selling securityholders to be named in a prospectus supplement may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings in amounts, at prices or on terms that will be determined at the time of the offering. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we or the selling securityholders may offer. Each time we offer and or the selling securityholders sell securities pursuant to the registration statement of which this prospectus forms a type or series of securities under this prospectuspart, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in read both this prospectus or and any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents together with additional information described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Information.” This prospectus incorporates by referenceprospectus, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this prospectus or any prospectus supplement or incorporated by reference herein or therein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve estimates, assumptions and other numerous risks and uncertainties and depend on assumptions, data or methods that may be incorrect or imprecise. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are subject to change based on various factorsnot limited to, including those discussed in the “Risk Factors” section of this prospectus and under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other documentherein. You may obtain copies We claim the protection of the registration statement and its exhibits via safe harbor for forward-looking statements contained in the SEC’s XXXXX databasePrivate Securities Litigation Reform Act of 1995 for all forward-looking statements. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange ActSEC. The SEC maintains a website that contains periodic and current reports, proxy and information statements and other information regarding about issuers, including such as us, that who file electronically with the SEC. You may obtain documents The address of that we file with the SEC at website is xxx.xxx.xxx. Our Other information about us is also on our website address is xxx.xxxxx.xxxat xxx.xxxxxxx.xxx. We do not incorporate However, except for the information specifically incorporated by reference herein as set forth below, the information on or accessible through the SEC’s website and the information on or accessible through our website into this prospectus or any prospectus supplement, and you should do not consider any information on, or that can be accessed through, our website as constitute a part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyprospectus.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 Registration Statement that we filed with the Securities and Exchange Commission (the “SEC”) SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination up to 50,000,000 shares of the securities our Class A common stock described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities our Class A common stock that we may offer. Each To the extent required by applicable law, each time we offer and sell a type or series of securities under this prospectussecurities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that will contain more specific information about the specific terms of the offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or sold. This prospectus more free writing prospectuses to be provided to you that may not be used contain material information relating to consummate a sale of securities unless it is accompanied by a prospectus supplementthese offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you you), if any, may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of Class A common stock being offered. If there is any inconsistency between the information in this prospectus is inconsistent with the and any prospectus supplementsupplement or free writing prospectus, you should rely upon on the information provided in the prospectus supplementsupplement or free writing prospectus, as applicable. We have not authorized anyone to provide any You should rely only on the information other than that contained or incorporated by reference in this prospectus, and any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility forsupplement, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that including the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates ; Incorporation of Documents by referenceReference, and any free writing prospectus that we prepare and distribute. This prospectus and any accompanying prospectus supplement may or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available regulations of the SEC. For further information. Although we believe these sources are reliable, we do not guarantee refer you to the accuracy or completeness of this information and we have not independently verified this informationregistration statement on Form S-3, including its exhibits. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and We are subject to change based on various factorsthe informational requirements of the Securities Exchange Act of 1934, including those discussed under as amended (the heading “Risk Factors” Exchange Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials about the applicable prospectus supplement, and under similar headings in provisions or contents of any agreement or other documents document are only summaries. If SEC rules require that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we any agreement or document be filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in as an exhibit to the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and document for its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlycomplete contents.

ABOUT THIS PROSPECTUS. This prospectus is part of a shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SECCommission”) using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more offerings from time to time in one or more offeringshaving an aggregate initial offering price of $350,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide you with a prospectus supplement that will contain more specific information about the terms of the offering, including describes the specific amounts, prices and terms of the securities offered or soldwe offer. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we also may authorize to be provided to you may also add, update or change information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with additional information described below under the caption “Where You Can Find More Information.” This prospectus does not contain all the information provided in the registration statement we filed with the Commission. You should read both this prospectus, including the section titled “Risk Factors,” and the accompanying prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.” This prospectus may be supplemented from time to time to add, to update or change information in documents incorporated by reference into this prospectus. If Any statement contained in this prospectus is inconsistent with will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplementsupplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, you and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely upon only on the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement or any related free writing prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any permitted free writing prospectus prepared by jurisdiction where the offer or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give yousale is not permitted. You should not assume that the information contained in or incorporated by reference appearing in this prospectus or any prospectus supplement or in any such free writing prospectus supplement, as well as information we have filed with the SEC that is incorporated by reference, is accurate as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any date other than their respective dateapplicable prospectus supplement, or any sale of a security. This Our business, financial condition, results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus is an offer to sell only give any information or to make any representations about us, the securities offered herebyhereby or any matter discussed in this prospectus, but only under circumstances other than the information and representations contained in jurisdictions where it this prospectus. If any other information or representation is lawful to do sogiven or made, such information or representation may not be relied upon as having been authorized by us. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” For investors outside the United States: Neither we nor any Underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. Unless otherwise stated or the context requires otherwise, references to “AGH,” the “Company,” “we,” “us” or “our” are to Xxxx Global Holdings, Inc., a Delaware corporation, and its subsidiaries. This prospectus incorporates and the documents incorporated by reference, reference in it contain forward-looking statements regarding future events and any prospectus supplement may contain our future results that are subject to the safe harbors created under the Securities Act of 1933 and incorporate by reference, market data and industry statistics and forecasts the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on independent industry publications our expectations, beliefs, forecasts, intentions and other publicly available information. Although we believe these sources future strategies and are reliable, we do not guarantee signified by the accuracy words “expects,” “anticipates,” “intends,” “believes” or completeness of this information and we have not independently verified this informationsimilar language. In addition, the market and industry data and forecasts any statements that may be included or incorporated by reference refer to projections of our future financial performance, our anticipated growth, trends in this prospectus or any prospectus supplement may involve estimates, assumptions our business and other risks and uncertainties characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are only predictions and are subject to change based on various factorsrisks, uncertainties and assumptions that are difficult to predict, including those discussed identified above, under the heading “Risk Factors” contained and elsewhere in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. AccordinglyTherefore, investors should not place undue reliance on this informationactual results may differ materially and adversely from those expressed in any forward-looking statements. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy All forward-looking statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus are based on information available to us on the date of this prospectus and speak only as an inactive textual reference onlyof the date hereof. We disclaim any current intention to update our “forward-looking statements,” and the estimates and assumptions within them, at any time or for any reason. In particular, the following factors, among others, could cause actual results to differ materially from those described in the “forward-looking statements”: • our continued operating and net losses in the future; • our need for additional capital for our operations and to fulfill our business plans; • the effect of COVID-19; • dependency on our ability, and the ability of our contract manufacturers, to timely procure electronic components; • the potential ineffectiveness of our strategic focus on power supply solution competencies; • dependency on developer partners for the development of some of our custom design products; • dependency on sales of our legacy products for a meaningful portion of our revenues; • the possible failure of our custom product development efforts to result in products which meet customers’ needs or such customers’ failure to accept such new products; • our ability to attract, retain and motivate key personnel; • dependence on a few major customers; • dependence on the electronic equipment industry; • reliance on third-party subcontract manufacturers to manufacture certain aspects of the products sold by us; • reduced profitability as a result of increased competition, price erosion and product obsolescence within the industry; • our ability to establish, maintain and expand our OEM relationships and other distribution channels; • our inability to procure necessary key components for our products, or the purchase of excess or the wrong inventory; • variations in operating results from quarter to quarter; • dependence on international sales and the impact of certain governmental regulatory restrictions on such international sales and operations; and • the risk factors included in our most recent filings with the SEC, including, but not limited to, our Forms 10-K and 10-Q. All filings are also available on our website at xxx.xxxxxxxxxx.xxx.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings with an aggregate offering price not to exceed $50,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and to sell a type or series of securities under this prospectussecurities, we will provide a supplement to this prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. It is important for you to consider the information contained in this prospectus or in documents and any prospectus supplement together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” You should rely only on the information incorporated by reference into this prospectus. If or set forth in this prospectus is inconsistent with or the prospectus supplement, you should rely upon the applicable prospectus supplement. We have not authorized anyone else to provide any information other than that contained you with additional or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give youdifferent information. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus, the applicable prospectus supplement or in any such free writing prospectus other offering material is accurate as of any date other than their respective datethe dates on the front of those documents. Our logo and some of our trademarks and tradenames are used in this prospectus. This prospectus is an offer also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to sell only in this prospectus may appear without the securities offered hereby®, but only ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under circumstances applicable law our rights or the rights of the applicable licensor, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Since our patents are either held by us or our wholly-owned subsidiaries, we will not distinguish between patents held by us or our subsidiaries in jurisdictions where it is lawful this prospectus. References in this prospectus to do so“we,” “us,” “our,” “Xenetic” or the “Company” are to Xenetic Biosciences, Inc. and its subsidiaries. This prospectus, any prospectus contains summaries of certain provisions contained in some of supplement and the other documents described herein, but reference is made to we have filed with the actual documents for complete information. All of the summaries SEC that are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as exhibits to amended (the registration statement “Exchange Act”), and Section 27A of which the Securities Act of 1933, as amended. All statements contained in this prospectus is a partother than statements of historical fact, including statements regarding our future results of operations and you financial position, our business strategy and plans, future revenues, projected costs, prospects and our objectives for future operations, are forward-looking statements. These forward- looking statements include, but are not limited to, the anticipated effects and duration of the novel coronavirus, or COVID-19, global pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, results of operations and financial condition; statements concerning our plans to develop our proposed drug candidates; our expectations regarding the nature, timing and extent of clinical trials; our expectations regarding the timing for proposed submissions of regulatory filings; the nature, timing and extent of collaboration arrangements; the expected results pursuant to collaboration arrangements including the receipts of future payments that may arise pursuant to collaboration arrangements; the outcome of our plans to obtain copies regulatory approval of those documents our drug candidates; the outcome of our plans for the commercialization of our drug candidates; the development of the XCART™ Chimeric Antigen Receptor (“CAR”) T technology; our plans to apply the XCART technology to advance cell-based therapeutics by targeting the unique B cell receptor on the surface of an individual patient’s malignant tumor cells for the treatment of B-cell lymphomas; our beliefs regarding the expected results of the XCART technology, including its potential to significantly enhance the safety and efficacy of cell therapy for B- cell lymphomas by generating patient- and tumor-specific CAR T cells; and our anticipation that our primary focus will now be on advancing the XCART technology through regulatory approval and commercialization technology. In some cases, these statements may be identified by terminology such as described below under “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “seek,” “approximately,” “intend,” “predict,” “potential,” “projects,” or “continue,” or the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications negative of such terms and other publicly available informationcomparable terminology. Although we believe these sources that the expectations reflected in the forward-looking statements contained herein are reliablereasonable, we do cannot guarantee the accuracy or completeness of this information and we have not independently verified this information. In additionfuture results, the market levels of activity, performance or achievements. These statements involve known and industry data unknown risks and forecasts uncertainties that may cause our or our industry’s results, levels of activity, performance or achievements to be included materially different from those expressed or implied by forward-looking statements. This prospectus should be read together with our financial statements and related notes thereto incorporated by reference in this prospectus or any prospectus supplement may prospectus. The forward-looking statements made herein are based on our current expectations, involve estimates, assumptions and other a number of risks and uncertainties and are subject should not be considered as guarantees of future performance. You should carefully consider these risks before you make an investment decision with respect to change based on various factorsour securities, along with the following factors that could cause actual results to differ materially from our forward-looking statements: · failure to realize the anticipated potential of the XCART or PolyXen technology; · our ability to implement our business strategy; · our need to raise additional working capital in the future for the purpose of further developing our XCART technology and to continue as a going concern; · our ability to finance our business; · our ability to successfully execute, manage and integrate key acquisitions and mergers; · product development and commercialization risks, including our ability to successfully develop the XCART technology; · the impact of adverse safety outcomes and clinical trial results for CAR-T cell therapies; · our ability to secure and maintain a manufacturer for the XCART technology; · our ability to successfully commercialize our current and future drug candidates; · our ability to achieve milestone and other payments associated with our current and future co-development collaborations and strategic arrangements; · the impact of new technologies on our drug candidates and our competition; · changes in laws or regulations of governmental agencies; · interruptions or cancellation of existing contracts; · impact of competitive products and pricing; · product demand and market acceptance and risks; · the presence of competitors with greater financial resources; · continued availability of supplies or materials used in manufacturing at the current prices; · the ability of management to execute plans and motivate personnel in the execution of those discussed under plans; · our ability to attract and retain key personnel; · adverse publicity related to our products or the heading “Risk Factors” contained Company itself; · adverse claims relating to our intellectual property; · the adoption of new, or changes in, accounting principles; · the costs inherent with complying with statutes and regulations applicable to public reporting companies, such as the Xxxxxxxx-Xxxxx Act of 2002; · other new lines of business that we may enter in this prospectus the future; · general economic and business conditions, as well as inflationary trends; · the applicable prospectus supplementimpact of natural disasters or public health emergencies, such as the COVID-19 global pandemic (including any new variant strains of the underlying virus), on our financial condition and under similar headings results of operations; and · other risk factors as detailed from time to time in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we our reports filed with the SEC under the Securities Act SEC, including our annual report on Form 10-K, as amended, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically filed with the SEC. You may obtain documents These factors are not necessarily all of the important factors that we file with could cause actual results to differ materially from those expressed in the SEC at xxx.xxx.xxxforward-looking statements in this prospectus. Our website address is xxx.xxxxx.xxx. We do Other unknown or unpredictable factors also could have material adverse effects on our future results, including, but not incorporate limited to, those discussed in the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included section titled “Risk Factors.” The forward-looking statements in this prospectus are made only as an inactive textual reference onlyof the date of this prospectus, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration process, we may may, from time to time, offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read The aggregate initial offering price of all securities sold under this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” will not exceed $100,000,000. This prospectus only provides you with a certain general description of information about the securities that we may offeroffer hereunder. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more specific information about the terms of the offeringoffering and the offered securities. In each prospectus supplement, including we will include the specific amountsfollowing information: ● the number and type of securities that we propose to sell; ● the public offering price; ● the names of any underwriters, prices agents or dealers through or to which the securities will be sold; ● any compensation of those underwriters, agents or dealers; ● any additional risk factors applicable to the securities or our business and terms operations; and ● any other material information about the offering and sale of the securities offered or soldsecurities. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such In addition, the prospectus supplement that we may authorize to be provided to you may also add, update or change the information contained or incorporated in this prospectus. The prospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, the information contained or incorporated in this prospectus. You should read and consider all information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, and any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give youmaking your investment decision. You should not assume that also read and consider the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below identified under the section titled heading “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.” This prospectus incorporates by referencein this prospectus. As used in this prospectus, and any prospectus supplement may contain and incorporate by reference“CohBar,” the “Company,” “we,” “our” or “us” refers to CohBar, market data and industry statistics and forecasts that are based on independent industry publications Inc. COHBARTM and other publicly available information. Although we believe these sources are reliabletrademarks or service marks of CohBar, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference Inc. appearing in this prospectus or any prospectus supplement may involve estimatesare the property of CohBar, assumptions Inc. Trade names, trademarks and service marks of other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained companies appearing in this prospectus are the property of their respective holders. CohBar, Inc. (“CohBar,” “we,” “us,” “our,” “its” or the “Company”) is an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs), an emerging class of drugs with the potential to treat a wide range of diseases associated with aging and metabolic dysfunction, including non-alcoholic steatohepatitis (XXXX), obesity, fatty liver disease (NAFLD), type 2 diabetes mellitus (T2D), cancer, atherosclerosis, cardiovascular disease and neurodegenerative diseases such as Alzheimer’s disease. MBTs originate from almost two decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived peptides (MDPs) encoded within the genome of mitochondria, the powerhouses of the cell. Some of these naturally occurring MDPs and certain related analogs have demonstrated a range of biological activity and therapeutic potential in pre-clinical models across multiple diseases associated with aging. We believe CohBar is a first mover in exploring the mitochondrial genome for therapeutically relevant peptides, and has developed a proprietary MBT technology platform which uses cell based assays and animal models of disease to rapidly identify mitochondrial peptides with promising biological activity. Once identified, we deploy optimization techniques to improve the drug-like properties of our MBT candidates, enabling us to match the most biologically promising peptides to disease indications that have substantial unmet medical needs. In September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our lead MBT drug candidates with potential for treatment of XXXX and obesity. In November 2017 we announced the selection of CB4211 as the final candidate for the remaining pre-IND studies. Our founders and scientific team have also discovered a large number of additional MDPs that have demonstrated a range of biological activities and therapeutic potential. Our ongoing research and development of our pipeline MDPs is focused on identifying and advancing novel improved analogs of those MDPs that have the greatest therapeutic and commercial potential for development into drugs. Our scientific team includes the expertise of our founders, Dr. Xxxxxxx Xxxxx, Xxxx of the Xxxxx School of Gerontology at the University of Southern California, and Xx. Xxx Xxxxxxxx, Professor of Genetics and Director of the Institute for Aging Research at the Xxxxxx Xxxxxxxx College of Medicine, and is augmented by our co-founders, Dr. Xxxxx Xxxxxxxx, Professor of Genetics at Harvard Medical School, and Xx. Xxxx Xxxxxxxx, former Senior Vice President and Franchise Head for Diabetes and Obesity at Merck Research Laboratories. Our research and development efforts are conducted under the leadership of our Chief Scientific Officer, Xx. Xxxxxxx Xxxxx, former Chief Scientific Officer at Xenoport, Inc. and Senior Director of Biopharmaceutics at Gilead Sciences, Inc. Xx. Xxxxx is the co-inventor of several approved drugs including tenofovir, an antiretroviral drug that is marketed globally in various combinations with other drugs for the treatment of HIV infection (Atripla®, Viread®, Complera®, Stribild®, Truvada®), gabapentin enacarbil (Horizant®) for the treatment of RLS and post-herpetic neuralgia, and Nanocrystal® technology, employed in several other approved drugs. We are the exclusive licensee from the Regents of the University of California and the applicable prospectus supplementXxxxxx Xxxxxxxx College of Medicine of four issued U.S. patents, four U.S. patent applications and several related international patent applications in various jurisdictions. Our licensed patents and patent applications include claims that are directed to compositions comprising MDPs and their analogs and/or methods of their use in the treatment of indicated diseases. We have also filed one patent application under the international patent cooperation treaty (PCT) and more than 65 provisional patent applications with claims directed to both compositions comprising and methods of using novel proprietary MDPs and their analogs. We believe that the proprietary capabilities of our technology platform combined with our scientific expertise and intellectual property portfolio provides a competitive advantage in our mission to treat age-related diseases and extend healthy life spans through the advancement of MBTs as a new class of transformative drugs. We were formed as a limited liability company in the state of Delaware in 2007, and under similar headings converted to a Delaware corporation in other documents that 2009. We completed our initial public offering of common stock in January 2015 and our common stock is listed for trading on the TSX-V (COB.U) and the OTCQX (CWBR). Our laboratory and corporate headquarters are incorporated by reference into this prospectuslocated in Menlo Park, California. AccordinglyOur strategic objective is to secure, investors should not place undue reliance on this informationmaintain and exploit a leading scientific, commercial and intellectual property position in the arena of mitochondria based therapeutics, with best-in-class treatments for diseases associated with aging and metabolic dysfunction. This prospectus is part The key elements of a registration statement on Form S-3 we filed our strategy include: ● advancing our lead program to IND submission and through clinical trials; ● utilizing our proprietary technology platform to continue identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those MBT candidates with the SEC under greatest therapeutic and commercial potential; ● developing strategic partnerships with leading pharmaceutical companies and other organizations to advance our research programs and future development and commercialization efforts; ● raising adequate capital to fund our operations, research and clinical development programs; ● minimizing operating costs and related funding requirements for our research and development activities through careful program management and cost-efficient relationships with academic partners, consultants and contract research organizations (CROs); ● optimizing the Securities Act development of our intellectual property portfolio to capture all novel therapeutically relevant peptides encoded within the mitochondrial genome; and does not contain all ● increasing awareness and recognition of our team, assets, capabilities and opportunities within the information set forth or incorporated investment and scientific communities. Our pipeline includes a number of MDPs and MBT candidates in different stages of pre-clinical study. Our research efforts are focused on identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those MDPs considered to have greatest therapeutic and commercial potential as MBT candidates. In September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our lead MBT drug candidates with potential for treatment of XXXX and obesity. In November 2017 we announced the selection of CB4211 as the final candidate for the remaining pre-IND studies. CB4211 is a novel, optimized analogs of MOTS-c, a naturally occurring mitochondrial peptide discovered by reference our founders and their academic collaborators in 2012. Their research in cells and animal models indicated that MOTS-c plays a significant role in the registration statementregulation of metabolism. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part Certain of the registration statement or original MOTS-c studies were published in an article entitled “The Mitochondrial-Derived Peptide, MOTS-c, Promotes Metabolic Homeostasis and Reduces Obesity and Insulin Resistance,” which appeared in the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contractMarch 3, agreement or other document. You may obtain copies 2015 edition of the registration statement journal Cell Metabolism. In pre-clinical models, both CB4209 and its exhibits via CB4211 demonstrated significant therapeutic potential for the SEC’s XXXXX database. We file annualtreatment of XXXX, quarterly showing improvements in triglyceride levels, as well as favorable effects on liver enzyme markers associated with NAFLD and current reportsXXXX, proxy statements and other information obesity, demonstrating significantly greater weight loss together with the SEC under the Exchange Actmore selective reduction of fat mass versus lean mass in head-to-head comparison to a market-leading obesity drug. The SEC maintains therapeutic effects of CB4209 and CB4211 have been further evaluated in the well-established preclinical STAM™ mouse model of XXXX. In this model, treatment with CB4209 or CB4211 resulted in a website that contains reportssignificant reduction of the non-alcoholic fatty liver disease activity score, proxy or NAS, a composite measure of steatosis (fat accumulation), inflammation and information statements hepatocyte ballooning (cellular injury). Additional pre-clinical studies are ongoing or planned. CB4211 represents a first-in-class drug candidate for the treatment of XXXX and other information regarding issuersobesity, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxxtargeting energy regulation and lipid metabolism. Our website address is xxx.xxxxx.xxx. We do not incorporate R&D pipeline also includes the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplementMDPs described below. Our website address is included in this prospectus pre-clinical activities with respect to these peptides are focused on identifying and optimizing those MDPs and their analogs that demonstrate the greatest commercial and therapeutic potential as an inactive textual reference onlyMBTs.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration process, we may offer and from time to time sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings for an aggregate initial offering price of up to $200.0 million. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectusdescribed herein, we will provide a one or more prospectus supplement supplements that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. You should read both this prospectus or in documents incorporated by reference into and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 31 of this prospectus. If this prospectus is inconsistent with the prospectus supplement, you You should rely upon only on the prospectus supplement. We have not authorized anyone to provide any information other than that contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted related free writing prospectus prepared filed by or on behalf of us or to which we have referred youwith the SEC. We take no responsibility for, have not authorized anyone to provide you with different information. This prospectus and can provide no assurance as the accompanying prospectus supplement do not constitute an offer to sell or the reliability of, solicitation of an offer to buy any securities other information that others may give youthan the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information contained appearing in or this prospectus, any prospectus supplement, the documents incorporated by reference in this prospectus or and any prospectus supplement or in any such related free writing prospectus is accurate only as of any date other than their respective datedates. This prospectus is an offer to sell only Our business, financial condition, results of operations and prospects may have changed materially since those dates. As used in this prospectus, unless the securities offered herebycontext otherwise requires, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made references to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, “company,” “we,” “us” and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.our” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.Aptinyx Inc.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using ), utilizing a “shelf” registration process. Under this shelf process, we Equinix, Inc., Equinix Europe 2 Xxxxx or the selling securityholders to be named in a prospectus supplement may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings in amounts, at prices or on terms that will be determined at the time of the offering. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we Equinix, Inc., Equinix Europe 2 Finco or the selling securityholders may offer. Each time we offer and Equinix, Inc., Equinix Europe 2 Finco or the selling securityholders sell securities pursuant to the registration statement of which this prospectus forms a type or series of securities under this prospectuspart, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in read both this prospectus or and any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents together with additional information described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Information.” This prospectus incorporates by referenceprospectus, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or documents incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this prospectus or any prospectus supplement or incorporated by reference herein or therein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve estimates, assumptions and other numerous risks and uncertainties and depend on assumptions, data or methods that may be incorrect or imprecise. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are subject to change based on various factorsnot limited to, including those discussed in the “Risk Factors” section of this prospectus and under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other documentherein. You may obtain copies We claim the protection of the registration statement and its exhibits via safe harbor for forward-looking statements contained in the SEC’s XXXXX databasePrivate Securities Litigation Reform Act of 1995 for all forward-looking statements. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange ActSEC. The SEC maintains a website that contains periodic and current reports, proxy and information statements and other information regarding about issuers, including such as us, that who file electronically with the SEC. You may obtain documents The address of that we file with the SEC at website is xxx.xxx.xxx. Our Other information about us is also on our website address is xxx.xxxxx.xxxat xxx.xxxxxxx.xxx. We do not incorporate However, except for the information specifically incorporated by reference herein as set forth below, the information on or accessible through the SEC’s website and the information on or accessible through our website into this prospectus or any prospectus supplement, and you should do not consider any information on, or that can be accessed through, our website as constitute a part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyprospectus.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) , using a “shelf” registration registration, or continuous offering, process. Under this shelf registration process, we may may, from time to time, offer and sell separately or together in any combination of the securities described in this prospectus from time to time in one or more offeringsofferings up to a maximum aggregate offering price of $100,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more specific information about the terms of that offering and the offering, including the specific amounts, prices and terms of the securities offered or soldsecurities. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a Any prospectus supplement. Each such , or information incorporated by reference in this prospectus or any prospectus supplement that we may authorize to be provided to you is of a more recent date, may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in documents incorporated by reference into a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. If You should read this prospectus is inconsistent and the related exhibits filed with the SEC, any prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide and any information other than that contained or incorporated by reference in this applicable free writing prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other together with additional information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled headings “Where You Can Find More Information.,” and “Incorporation by Reference,” before making your investment decision. All references in this prospectus supplement to “Plus,” the “company,” “we,” “us” and “our” refer to Plus Therapeutics, Inc. and its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated. “Plus Therapeutics,” “PSTV” and the Plus logo are our trademarks. This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or documents incorporated by reference in into this prospectus may also contain trademarks and trade names that are the property of their respective owners. We do not intend our use or any display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us by, these other companies. Investing in our securities involves risk. The prospectus supplement may involve estimatesrelating to a particular offering will contain or incorporate by reference a discussion of risks applicable to an investment in the securities offered. Prior to making a decision about investing in our securities, assumptions and other risks and uncertainties and are subject to change based on various factors, including those you should carefully consider the specific factors discussed under the heading “Risk Factors” contained included in this prospectus and or incorporated by reference into the applicable prospectus supplement, and under similar headings supplement together with all of the other information contained in other documents that are the prospectus supplement or appearing in or incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with including the SEC under the Securities Act and does not contain all the information set forth or risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The occurrence of any of these risks might cause you to lose all or part of your investment in the registration statementoffered securities. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that We are a part clinical-stage pharmaceutical company focused on the discovery, development, and manufacturing scale up of complex and innovative treatments for patients battling cancer and other life-threatening diseases. Our proprietary nanotechnology platform is currently centered around the enhanced delivery of a variety of drugs using novel liposomal encapsulation technology. Liposomal encapsulation has been extensively explored and undergone significant technical and commercial advances since it was first developed. Our platform is designed to facilitate new delivery approaches and/or formulations of safe and effective, injectable drugs, potentially enhancing the safety, efficacy and convenience for patients and healthcare providers. We plan to leverage our nanotechnology platform and expertise using a simple multi-step model that enables us to address unmet needs or underserved conditions while managing risks and minimizing development costs through: (1) mapping of the registration statement or current and anticipated market landscape to clearly understand the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy clinical and commercial opportunities and defining nanotechnology options, (2) redesign of such contractknown, agreement or other document. You may obtain copies safe and effective active pharmaceutical ingredients with new nanotechnology, (3) manufacture-to-scale of the registration statement reformulated drug along with critical non-clinical (i.e., bench, animal) analyses, (4) evaluation of early-stage clinical utility with a focus on proving safety and its exhibits via defining efficacy over the SEC’s XXXXX database. We file annualcurrent standard of care, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.and

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) ), using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings in an amount not to exceed $200,000,000 in the aggregate. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering, including including, among other things, the specific amounts, prices and terms of the securities offered offered. We may also authorize one or soldmore free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to consummate a sale of sell our securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the any prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Additional Information.” This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and prospectus, the applicable prospectus supplementsupplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus supplement and any related free writing prospectus, the words “BioAtla”, “we”, “us”, “our”, the “company” or similar references refer to BioAtla, Inc.; and the term “securities” refers collectively to our common stock, preferred stock, warrants, debt securities, or any combination of the foregoing securities. We have obtained a registered trademark for BioAtla® in the United States. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for a copy of convenience, trademarks and trade names referred to in this prospectus and the documents incorporated by reference into this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such contractreferences are not intended to indicate, agreement in any way, that we will not assert, to the fullest extent under applicable law, our rights or other document. You may obtain copies the rights of the registration statement applicable licensor to these trademarks and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxxtrade names. We do not incorporate intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. We are a phase 2 clinical-stage biopharmaceutical company developing our novel class of highly specific and selective antibody-based therapeutics for the treatment of solid tumor cancer. Our CABs capitalize on our proprietary discoveries with respect to tumor biology, enabling us to target known and widely validated tumor antigens that have previously been difficult or impossible to target. Our novel CAB therapeutic candidates exploit characteristic pH differences between the tumor microenvironment and healthy tissue. Unlike healthy tissue, the tumor microenvironment is acidic, and we have designed our antibodies to selectively bind to their targets on tumor cells under acidic pH conditions but not on targets in normal tissues. Our approach is to identify the necessary targeting and potency required for cancer cell destruction, while aiming to eliminate or greatly reduce on-target, off-tumor toxicity—one of the fundamental challenges of existing cancer therapies. We are a United States-based company with research facilities in San Diego, California and, through our contractual relationship with BioDuro- Sundia, a provider of preclinical development services, in Beijing, China. Since the commencement of our operations, we have focused substantially all of our resources on conducting research and development activities, including drug discovery, preclinical studies and clinical trials of our product candidates, including the ongoing Phase 2 clinical trials of BA3011 and BA3021, establishing and maintaining our intellectual property portfolio, manufacturing clinical and research material through third parties, hiring personnel, establishing product development and commercialization collaborations with third parties, raising capital and providing general and administrative support for these operations. Since 2014, such research and development activities have exclusively related to the research, development, manufacture and Phase 1 and Phase 2 clinical testing of our CAB antibody-based product candidates and the strengthening of our proprietary CAB technology platform and pipeline. We do not have any products approved for sale, and we have not generated any revenue from product sales. Investors and others should note that we routinely announce material information to investors and the marketplace using filings with the SEC, press releases, public conference calls, presentations, webcasts and our investor relations website. While not all of the information on or accessible through that we post to our investor relations website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in our company to review the information that we share at the “Investors” link located at the top of our webpage at xxx.xx.xxxxxxx.xxx. Users may automatically receive email alerts and other information about our company when enrolling an email address by visiting Email Alerts in the Resources section of our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyat xxxxx://xx.xxxxxxx.xxx.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer sell shares of common stock and sell any combination of the preferred stock, debt securities described in this prospectus from time to time and/or warrants in one or more offerings, up to a total dollar amount of $100,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offeroffer under this prospectus. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. The Commission allows us to “incorporate by reference” certain information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the Commission will update automatically, supplement and/or supersede this information. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in documents any other document that also is or is deemed to be incorporated by reference into in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. If You should read the detailed information regarding our company, our securities and our financial statements and the notes to those statements appearing elsewhere in this prospectus is inconsistent or incorporated herein by reference. You should read both this prospectus and the applicable prospectus supplement together with additional information from the sources described under the caption “Where You Can Find More Information” in this prospectus. You should not assume that the information in this prospectus, the prospectus supplementsupplements, you any free writing prospectus or any document incorporated by reference is accurate as of any date subsequent to their respective dates. You should rely upon only on the prospectus supplement. We have not authorized anyone to provide any information other than that contained provided or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and if applicable. We have not authorized anyone to provide you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlywith different information.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC”) using ), utilizing a “shelf” registration process. Under this processBy using a shelf registration statement, we may offer and sell shares of our Class A common stock, preferred stock, debt securities, warrants to purchase our Class A common stock, preferred stock or debt securities, subscription rights to purchase our Class A common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination combination, having an aggregate offering price of the securities described in up to $95,000,000. Under this prospectus prospectus, we may from time to time sell shares of our Class A common stock having an aggregate offering price of up to $70,000,000 at prices and on terms to be determined by market conditions at the time of the offering. The $70,000,000 of shares of our Class A common stock that may be sold under this prospectus are included in one or more offeringsthe $95,000,000 of shares of Class A common stock that may be sold under the registration statement. Before purchasing any securities, We urge you should to carefully read this prospectus prospectus, the documents incorporated by reference herein and any applicable prospectus supplement together with the additional information described under in the headings section of this prospectus entitled “Where You Can Find Additional Information” and “; Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description before buying any of the securities we may offer. Each time we offer and sell a type or series of securities being offered under this prospectus, we will provide . These documents contain information you should consider when making your investment decision. To the extent there is a prospectus supplement that will contain more specific information about conflict between the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or prospectus, on the one hand, and the information contained in documents any document incorporated by reference into in this prospectus that was filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If this prospectus any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus — the prospectus supplement, you statement in the document having the later date modifies or supersedes the earlier statement. You should rely upon only on the prospectus supplement. We have not authorized anyone to provide any information other than that contained in or incorporated by reference in this prospectus. Neither we nor Xxxxxx have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or you should not rely on behalf of us or to which we have referred youit. We and Xxxxxx take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and Xxxxxx is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained appearing in or this prospectus and the documents incorporated by reference in this prospectus or is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus and the documents incorporated by reference herein and any prospectus supplement or in any such free writing prospectus is accurate as that we have authorized for use in connection with this offering in their entirety before making an investment decision. The distribution of this prospectus and the offering of shares of our Class A common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any date other than their respective daterestrictions relating to, the offering of shares of our Class A common stock and the distribution of this prospectus outside the United States. This prospectus is does not constitute, and may not be used in connection with, an offer to sell only the sell, or a solicitation of an offer to buy, any securities offered hereby, but only under circumstances and by this prospectus by any person in jurisdictions where any jurisdiction in which it is lawful unlawful for such person to do somake such an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of and the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to information incorporated herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a partcontains market data, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts other data that are based on have been obtained or compiled from information made available by independent industry publications and other publicly available informationthird parties. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we We have not independently verified this information. In addition, the market accuracy and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy completeness of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlydata.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information Documents by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. Unless otherwise specified, references to the “Company,” “we,” “us” or “our,” are to, (i) prior to the closing of the business combination (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated as of June 4, 2021 (as amended on August 6, 2021 and November 29, 2021, the “Merger Agreement”), by and among GigCapital4, Inc., a Delaware corporation (“GigCapital4”), GigCapital4 Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of GigCapital4 (“Merger Sub”), XxxXxxx.xx Holdings, LLC, a Delaware limited liability company (“XxxXxxx.xx Holdings, LLC”), and BBAI Ultimate Holdings, LLC, a Delaware limited liability company (“Ultimate”), either (x) XxxXxxx.xx Holdings, LLC (formerly known as Lake Intermediate, LLC) and its subsidiaries or (y) GigCapital4, as the context may require, and (ii) following the closing of the Business Combination, XxxXxxx.xx Holdings, Inc. and its subsidiaries. Unless the section herein specifies otherwise, references to “BigBear” are to (i) prior to the closing of the Business Combination, Ultimate and its subsidiaries and (ii) following the closing of the Business Combination, XxxXxxx.xx Holdings, Inc. and its subsidiaries. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all of the information set forth included or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus For further information pertaining to any of us and our contractssecurities, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement and our exhibits or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contractprospectus. In addition, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC under filings are available to the Exchange Act. The SEC maintains public on a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with maintained by the SEC located at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxxxxxx://xxx.xxx.xxx. We do not incorporate the information also maintain a website at xxxxx://xx.xxxxxxx.xx. where you may access these materials free of charge. Information contained on or accessible through our website into this prospectus or any prospectus supplement, and you should is not consider any information on, or that can be accessed through, our website as a part of this prospectus or any prospectus supplement. Our prospectus, and the inclusion of our website address is included in this prospectus as is an inactive textual reference only. If you would like additional copies of this prospectus, you should contact us at the following address and telephone number: The SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information in this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings, including all filings made after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement, made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for information “furnished” under Items 2.02, 7.01 or 9.01 on Form 8-K or other information “furnished” to the SEC, which is not deemed filed and not incorporated in this prospectus, until the termination of the offering of securities described in the applicable prospectus supplement. We hereby incorporate by reference the following documents: • our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A, as filed with the SEC on April 7, 2023; • our Current Reports on Form 8-K filed with the SEC on January 4, 2023, January 19, 2023 and March 24, 2023 (excluding any information furnished but not filed in such reports under Item 2.02, Item 7.01, or Item 9.01); • the description of our securities contained in our Registration Statement on Form S-1, as filed with the SEC on December 23, 2021, including any amendment or report filed for the purpose of updating such description. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Copies of these filings are also available, without charge, on the SEC’s website athttp://xxx.xxx.xxx and on our website at xxxxx://xx.xxxxxxx.xx as soon as reasonably practicable after they are filed electronically with the SEC. The information contained on our website is not a part of this prospectus and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “"shelf” " registration process. Under this shelf process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings up to a total dollar amount of $100,000,000. Before purchasing any securities, We have provided to you should read in this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectusshelf registration process, we will provide a prospectus supplement that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you We may also add, update or change in the prospectus supplement or any "free writing prospectus" we may authorize to be delivered to you any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with and the prospectus supplementsupplement or any free writing prospectus we may authorize to be delivered to you, you should rely upon on the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying the prospectus supplement or in any permitted free writing prospectus prepared by or on behalf prospectus, as the case may be, provided that if any statement in one of us or to which we have referred you. We take no responsibility forthese documents is inconsistent with a statement in another document having a later date— for example, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or a document incorporated by reference in this prospectus or any prospectus supplement supplement—the statement in the document having the later date modifies or in supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and any such free writing prospectus is accurate as of any date other than their respective datewe may authorize to be delivered to you, includes all material information relating to this offering. This prospectus is an offer to sell only the An investment in our securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do soinvolves certain risks that should be carefully considered by prospective investors. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which See "Risk Factors." You should read this prospectus is a part, and you may obtain copies any prospectus supplement as well as additional information described under "Incorporation of those documents as described below under the section titled “Certain Documents by Reference" and "Where You Can Find More Information.” This prospectus incorporates " on pages 14 and 15, respectively. Cancer Genetics, Inc. ("we", "CGI", or the "Company") is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Our proprietary tests target cancers that are difficult to prognose and predict treatment outcomes by referenceusing currently available mainstream techniques. These cancers include hematological, urogenital and HPV-associated cancers. We provide our proprietary tests and services, along with a comprehensive range of non-proprietary oncology-focused tests and laboratory services, to oncologists and pathologists at hospitals, cancer centers, and physician offices, as well as biotech and pharmaceutical companies to support their clinical trials. To date, we have generated most of our revenue through sales of our non-proprietary testing services to oncologists, pathologists and community hospitals located mostly in the eastern and mid-western United States, as well as to biopharmaceutical companies and clinical research organizations for their clinical trials. In the fourth quarter of 2013, we have begun to expand our geographic reach into the western and southern United States. Our non-proprietary laboratory testing services include molecular testing, sequencing mutational analysis, flow cytometry testing, histology testing and cytology testing. We are currently offering our tests and laboratory services from our 17,936 square foot state-of-the-art laboratory located in Rutherford, New Jersey, which has been accredited by the College of American Pathologists, which is an approved accreditation method under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA"), to perform high complexity testing. CLIA certification and accreditation are required before any prospectus supplement laboratory, including ours, may contain and incorporate by referenceperform testing on human specimens for the purpose of obtaining information for the diagnosis, market data and industry statistics and forecasts that prevention, treatment of disease, or impairment of, or assessment of health. Our proprietary tests are based principally on independent industry publications our expertise in specific cancer types, test development methodologies and other publicly available proprietary algorithms correlating genetic events with disease specific information. Although we believe these sources are reliableDuring the first quarter of 2011, we do not guarantee the accuracy or completeness of this information commercially launched MatBA®-CLL, our first proprietary microarray test for chronic lymphocytic leukemia ("CLL"). In January 2012, we received CLIA approval for MatBA®-SLL, our proprietary microarray for risk stratification in small lymphocytic lymphoma ("SLL"), and we have not independently verified this informationare currently offering MatBA®-SLL in our laboratory. In 2013, we received CLIA approval for MatBA®-DLBCL and MatBA®-MCL, our proprietary microarrays for diagnosis, prognosis and patient monitoring in diffuse large-B-cell lymphoma ("DLBCL") and mantle cell lymphoma ("MCL") respectivel, for UroGenRA™-Kidney, our proprietary microarray for patient management and treatment decision- making in kidney cancer, as well as for FHACT™, our proprietary FISH-based HPV-associated cancer test for screening of women with HPV-positive abnormal cervical lesions. In addition, we are developing a series of other proprietary genomic tests in our core oncology markets. We have established collaborative relationships with key thought leaders in oncology, which enable us to develop and validate the market effectiveness and industry data utility of our tests in a clinical setting and forecasts that may be included or incorporated by reference which provide us access to clinically robust patient data. For example, we formed the joint venture "OncoSpire Genomics LLC" in this prospectus or any prospectus supplement may involve estimates2013 with Mayo Foundation for Medical Education and Research ("Mayo") which will focus on developing oncology diagnostic services and tests utilizing next-generation sequencing. We are a 50% owner of the joint venture, assumptions contributing capital, commercial experience and other risks guidance, while Mayo will contribute laboratory resources, research expertise and uncertainties other operational resources. The non-proprietary testing services we offer are focused in part on specific oncology categories where we are developing our proprietary arrays and probe panels. We believe that there is significant synergy in developing and marketing a complete set of tests and services that are disease-focused and delivering those tests and services in a comprehensive manner to help with treatment decisions. The insight that we develop in delivering the non-proprietary services are often leveraged in the development of our proprietary programs and now increasingly in the validation of our proprietary programs (such as MatBA®) for clinical use. We currently offer our proprietary tests as laboratory-developed tests ("LDTs") in conjunction with our comprehensive panel of laboratory services in our CLIA-accredited laboratory. Our current laboratory services include: • Proprietary Oncology Testing Services. These services are based on our proprietary microarray tests and are subject currently available only in our clinical laboratory. After completing the testing, we provide our customers with a comprehensive analysis of all tests performed for a specific patient, designed to change help the physician make an informed and definitive diagnosis and guide the treatment of the patient. We are now in the process of migrating and validating microarray tests to a Next Gen Sequencing-based platform. • Esoteric Oncology Testing Services. We offer a comprehensive suite of esoteric oncology testing services for hematological, urogenital and HPV-associated cancers, including conventional and molecular cytogenetic techniques such as Next Gen Sequencing, G-banding and FISH, mutation and sequencing analysis, flow-cytometry and immunohistochemistry ("IHC"). • Clinical Trial Services. We also utilize our clinical laboratory to provide clinical trial services to biopharmaceutical and biotech companies and clinical research organizations to improve the efficiency and economic viability of clinical trials. Our clinical trials services leverage our knowledge of clinical oncology and molecular diagnostics and our laboratory's fully integrated capabilities. We launched our Select One TM program, integrating genomic information into the drug discovery process in order to provide customized solutions for patient stratification and treatment. By utilizing biomarkers, we intend to optimize the clinical trial patient selection. This may result in an improved success rate of the clinical trial and may eventually help biopharmaceutical companies to select patients that are most likely to benefit from a therapy based on various factorstheir genetic profile. We believe that we can be successful by offering cancer professionals a fully-integrated menu of oncology-focused proprietary tests and customized laboratory services. Based on our discussions with leading researchers in the oncology field and our interactions with our collaborators, including those discussed as well as information we learn through performing the non-proprietary genetic diagnostic testing services, which are focused on the specific oncology categories where we are developing our proprietary tests we provide to our customers, we believe that our proprietary tests provide superior diagnostic and prognostic values than currently available tests and services. In particular, our proprietary tests deliver a level of genomic information not provided by other currently available tests. We believe our ability to rapidly translate research insights about the genetics and molecular mechanisms of cancer into the clinical setting will improve patient treatment and management and that this approach can become a key component in the standard of care for personalized cancer treatment. Our principal executive offices are located at 000 Xxxxx 00 Xxxxx, 0 xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, and our telephone number is (000) 000-0000. Our common stock is currently traded on The NASDAQ Capital Market under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectussymbol "CGIX." We maintain a corporate website at www.cancer xxxxxxxx.xxx. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any The contents of our contracts, agreements or other documents, the reference may website are not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as considered to be a part of this prospectus or any relied upon in connection herewith. Cancer Genetics, Inc. was incorporated under the laws of the State of Delaware in April 1999. Unless otherwise stated, all references to "us," "our," "Cancer Genetics," "we," the "Company" and similar designations refer to Cancer Genetics, Inc. This prospectus supplementand the information incorporated by reference include trademarks, service marks and trade names owned by us or other companies. Our website address is All trademarks, service marks and trade names included in or incorporated by reference into this prospectus as an inactive textual reference onlyare the property of their respective owners.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using utilizing a “shelf” registration process. Under this shelf registration process, we may offer shares of our common stock and sell any combination preferred stock and various series of the debt securities described in this prospectus from time to time in one or more offerings, up to a total dollar amount of $50,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of those securities. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add, update or change in the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you may also add, update or change you) any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. If We urge you to carefully read this prospectus, any applicable prospectus is inconsistent supplement and any related free writing prospectus, together with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered. The information appearing in this prospectus, any accompanying applicable prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date other than their respective dateof the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. This prospectus is an offer to sell only the securities offered herebyOur business, but only under circumstances financial condition, results of operations and in jurisdictions where it is lawful to do soprospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Information.” This prospectus incorporates and the information incorporated herein by referencereference include trademarks, services marks and any prospectus supplement may contain trade names owned by us or other companies. All trademarks, service marks and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be trade names included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectuses are the property of their respective owners. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with Unless the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documentscontext otherwise requires, the reference may not be complete terms “we,” “our,” “us,” “our company,” and you should “Resonant” refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement Resonant Inc. and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlysubsidiaries.

ABOUT THIS PROSPECTUS. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, which we refer to as the “SEC”) using ,” utilizing a “shelf” registration process. Under this shelf registration process, we may offer and from time to time sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings for an aggregate initial offering price of up to $100,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a one or more prospectus supplement supplements that will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. You should read both this prospectus or in documents incorporated and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation by reference into Reference,” each beginning on page 2 of this prospectus. If this prospectus is inconsistent with the prospectus supplement, you You should rely upon only on the prospectus supplement. We have not authorized anyone to provide any information other than that contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted related free writing prospectus prepared filed by or on behalf of us or to which we have referred youwith the SEC. We take no responsibility for, have not authorized anyone to provide you with different information. This prospectus and can provide no assurance as any accompanying prospectus supplement do not constitute an offer to sell or the reliability of, solicitation of an offer to buy any securities other information that others may give youthan the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information contained appearing in or this prospectus, any prospectus supplement, the documents incorporated by reference in this prospectus or and any prospectus supplement or in any such related free writing prospectus is accurate only as of any date other than their respective datedates. This prospectus is an offer Our business, financial condition, results of operations and prospects may have changed materially since those dates. When we refer to sell only “Iterum”, “we”, “our”, “us” and the securities offered hereby, but only under circumstances and “Company” in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliableprospectus, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement mean Iterum Therapeutics plc and its exhibits via the SEC’s XXXXX database. We file annualconsolidated subsidiaries, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlyunless otherwise specified.

ABOUT THIS PROSPECTUS. This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) using , utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offeringsofferings up to a total aggregate offering price of $250,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we offer and sell a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered . We may also authorize one or soldmore free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. If You should read this prospectus, any applicable prospectus is inconsistent supplement and any related free writing prospectus, together with the prospectus supplementinformation incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, you should rely upon the prospectus supplement. We have not nor any agent, underwriter or dealer has authorized anyone any person to provide give any information or to make any representation other than that those contained or incorporated by reference in this prospectus, any accompanying applicable prospectus supplement or in any permitted related free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability ofThis prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other information that others may give youthan the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in or incorporated by reference in this prospectus or prospectus, any applicable prospectus supplement or in any such related free writing prospectus is accurate as of on any date other than their respective subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus is an offer to sell only and the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains information incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled heading “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.”

ABOUT THIS PROSPECTUS. This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time may be sold in one or more offerings. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation offerings up to a total dollar amount of Certain Information by Reference.” This prospectus only provides you with a general description of the securities we may offer$300,000,000. Each time we offer and sell a type or series of securities under this prospectusshelf registration, we will provide a prospectus supplement that will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered or sold. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such The prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus. You should read both this prospectus or in and the applicable prospectus supplement, including all documents incorporated herein by reference into this prospectusreference, together with additional information described under “Where You Can Find More Information” below. If To the extent there is any inconsistency between the information in this prospectus is inconsistent with the and a prospectus supplement, you should rely upon on the information in the prospectus supplement. This prospectus does not include all of the information that is in the registration statement. We omitted certain parts of the registration statement from this prospectus as permitted by the SEC. We refer you to the registration statement and its exhibits for additional information about us and the securities that may be sold under this prospectus. We have not authorized anyone any dealer, agent or other person to provide give any information or to make any representation other than that those contained or incorporated by reference in this prospectus, prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any permitted free writing prospectus prepared by jurisdiction to any person to whom it is unlawful to make such offer or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give yousolicitation in such jurisdiction. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable accompanying prospectus supplement, and under similar headings in other documents if any, is accurate on any date subsequent to the date set forth on the front of the document or that are any information we have incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance is correct on this information. This prospectus is part any date subsequent to the date of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or document incorporated by reference in the registration statement. Whenever a reference is made in reference, even though this prospectus to and any of our contracts, agreements accompanying prospectus supplement is delivered or other documents, securities are sold on a later date. “Mersana Therapeutics,” “Mersana,” the reference may not be complete “Company,” “we,” “us,” “our” and you should similar names refer to the exhibits that are a part of the registration statement Mersana Therapeutics, Inc. and its consolidated subsidiary, unless we state otherwise or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference onlycontext otherwise requires.

ABOUT THIS PROSPECTUS. This prospectus is part of a “shelf” registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or the Securities and Exchange Commission (the “SEC”) ). By using a “shelf” shelf registration process. Under this processstatement, we may offer sell, at any time and sell any combination of the securities described in this prospectus from time to time in one or more offerings, any combination of the securities described in this prospectus, up to a total dollar amount of $175,000,000. Before purchasing any securities, you should read this prospectus and any applicable prospectus supplement together with the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus only provides you with a general description of the securities that we may offer. Each time we offer and sell a type or series of securities under this prospectussecurities, we will provide a prospectus supplement that and attach it to this prospectus. Based on 95,956,130 Common Shares held by non-affiliates and the reported sale price of our Common Shares of $2.06 on the NYSE on March 14, 2024, our market value held by non-affiliates was approximately $198 million. The prospectus supplement will contain more specific information about the terms of the that offering, including the specific amounts, prices and terms of the securities offered offered. The prospectus supplements may also add, update or soldchange information contained or incorporated by reference in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus may not be used to offer or consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus supplement. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective date. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as The exhibits to the registration statement of which this prospectus is a part, part contain the full text of certain contracts and other important documents we have summarized in this prospectus. Because these summaries may not contain all the information that you may obtain copies find important in deciding whether to purchase the securities we may offer, you should review the full text of those documents these documents. The registration statement and the exhibits can be obtained from the SEC as described below indicated under the section titled heading “Where You Can Find More Additional Information.” This prospectus incorporates by reference, and any prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based below. You should rely only on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included contained or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and the applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus is part of a registration statement on Form S-3 we supplements filed with the SEC under the Securities Act and does SEC. We have not contain all the authorized anyone to provide you with different information set forth and, if you are given any information or representation about these matters that is not contained or incorporated by reference in this prospectus or a prospectus supplement, you must not rely on that information. We are not making an offer to sell securities in any jurisdiction where the registration statementoffer or sale of such securities is not permitted. Whenever a reference is made Unless the context otherwise requires, all references in this prospectus to any of “D-Wave” “D-Wave Quantum” the “Company,” “we,” “us,” and “our” refer to D- Wave Quantum Inc. and our contracts, agreements consolidated subsidiaries. Unless otherwise stated or other documentsindicated by context, the reference may not be complete and you should refer phrase “this prospectus” refers to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our website address is xxx.xxxxx.xxx. We do not incorporate the information on or accessible through our website into this prospectus or any applicable prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.