Common use of Description of Capital Stock Clause in Contracts

Description of Capital Stock. We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Common Stock We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative voting in the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6

Description of Capital Stock. We The following description of our common stock and preferred stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this prospectus. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our certificate of incorporation and bylaws, which are exhibits to the registration statement of which this prospectus forms a part, and by applicable law. The terms of our common stock and preferred stock may also be affected by Delaware law. Authorized Capital Stock Our authorized to issue 40,000,000 capital stock consists of 150,000,000 shares of common stock, par value $0.001 0.01 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per share, all of which shares of preferred stock are undesignated. As of March 31, 2019, 33,562,211 shares of our common stock were outstanding and held by 162 stockholders of record. Common Stock We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock are entitled to one vote per for each share held on all matters submitted to a vote of shareholders, including the election stockholders. The holders of directors. There is no our common stock do not have any cumulative voting in the election rights. Holders of directorsour common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights, or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation liquidation, dissolution or dissolutionwinding up, holders of our common stock are will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and the any liquidation preferences preference of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights All outstanding shares are fully paid and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stocknon-assessable. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions When we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 issue shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of under this prospectus, we had no the shares will fully be paid and non-assessable and will not have, or be subject to, any preemptive or similar rights. Undesignated Preferred Stock Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock issued in one or more series and outstandingto fix the rights, preferences, privileges and restrictions thereof. Preferred stock is available for possible future financings or acquisitions These rights, preferences and for general corporate purposes without further authorization privileges could include dividend rights, conversion rights, voting rights, terms of our shareholders unless such authorization is required by applicable lawredemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the rules designation of, such series, any or all of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize be greater than the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of our preferred stockstock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Companyour company or other corporate action. For a description The purpose of how future issuances authorizing our board of our directors to issue preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law in one or more series and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · determine the number of shares in the series and its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. In addition, the issuance of the preferred stock offeredcould have the effect of delaying, deferring or preventing a change in control of our company or other corporate action. When we issue shares of preferred stock under this prospectus, the liquidation preference per share shares will fully be paid and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative andassessable and will not be subject to any preemptive or similar rights. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if cumulativein the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the date from which dividends on the best interests of our stockholders, our board of directors could cause shares of preferred stock shall accumulate; · to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the provisions for a sinking fund, if any, for the preferred stock; · any voting or other rights of the preferred stock; · proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish the provisions for redemption, if applicable, rights and preferences of the preferred stock; · any listing authorized and unissued shares of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us. Registration Rights Pursuant to the terms of our investors’ rights agreement, dated as of December 11, 2017, certain of our stockholders are entitled to rights with respect to the registration of their shares under the Securities Act until the earliest of (a) the fifth (5th) anniversary of our initial public offering, (b) a deemed liquidation event, as defined in the investors’ rights agreement, or (c) such holder’s registrable securities could be sold without any restriction on volume or manner of sale on any three month period under Rule 144 or any successor rule, as described below. We refer to these shares collectively as registrable securities. Demand Registration Rights The holders of 18,114,132 shares of our common stock are entitled to demand registration rights. Under the terms of the investors’ rights agreement, we will be required, upon the written request of holders of (i) at least 50% of our outstanding registrable securities or (ii) at least 50% of the common stock issued or issuable upon the conversion of our Series B Preferred Stock (if the anticipated aggregate offering price, net of selling expenses, would exceed $10.0 million), to file a registration statement and use best efforts to effect the registration of all or a portion of these shares for public resale. We are required to effect only two registrations pursuant to this provision of the investors’ rights agreement.

Description of Capital Stock. We are authorized to issue 40,000,000 This section describes the general terms and provisions of the shares of our common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. This description is only a summary. Our amended and restated certificate of incorporation, as amended and our amended and restated bylaws have been filed as exhibits to our periodic reports filed with the SEC, which are incorporated by reference in this prospectus. You should read our amended and restated certificate of incorporation and our amended and restated bylaws for additional information before you buy any of our common stock, preferred stock or other securities. See “Where You Can Find More Information.” Common Stock We are authorized to issue 40,000,000 100,000,000 shares of common stock. As of September 30, par value $0.001 per share. The holders 2020, there were 4,591,415 shares of common stock are issued and outstanding. Each holder of common stock is entitled to one vote per for each share of common stock held on all matters submitted to a vote of shareholders, including stockholders. We have not provided for cumulative voting for the election of directorsdirectors in our amended and restated certificate of incorporation, as amended. There is no cumulative voting This means that the holders of a majority of the shares voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available at the times and in the election amounts that our board of directorsdirectors may determine from time to time. In Upon our liquidation, dissolution or winding-up, the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights and have no right to convert their common stock into any or other securities and there subscription rights. There are no redemption or sinking fund provisions applicable to our the common stock. The holders All outstanding shares of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock fully paid and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock unitsnonassessable. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no 5,000,000 shares of preferred stock stock, 1,959 shares of which were issued and outstanding as of September 30, 2020. Of this amount, (i) 13,500 shares have been designated Series A 3.6% Convertible Preferred Stock, 0 shares of which are outstanding, (ii) 10,000 shares have been designated Series B Convertible Preferred Stock, 1,016 shares of which are outstanding, and (iii) 7,000 shares have been designated Series C Convertible Preferred Stock, 938 shares of which are outstanding. Preferred stock is available for possible future financings We may issue additional shares of preferred stock, in series, with such designations, powers, preferences and other rights and qualifications, limitations or acquisitions and for general corporate purposes restrictions as our board of directors may authorize, without further authorization action by our stockholders, including: • the distinctive designation of each series and the number of shares that will constitute the series; • the voting rights, if any, of shares of the series and the terms and conditions of the voting rights; • the dividend rate on the shares of the series, the dates on which dividends are payable, any restriction, limitation or condition upon the payment of dividends, whether dividends will be cumulative, and the dates from and after which dividends shall accumulate; • the prices at which, and the terms and conditions on which, the shares of the series may be redeemed, if the shares are redeemable; • the terms and conditions of a sinking or purchase fund for the purchase or redemption of shares of the series, if such a fund is provided; • any preferential amount payable upon shares of the series in the event of the liquidation, dissolution or winding up of, or upon the distribution of any of our shareholders unless such authorization is required by applicable lawassets; and • the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of the series may be converted or exchanged into other securities, if the rules shares are convertible or exchangeable. The particular terms of any securities exchange or market on which our additional series of preferred stock, and the transfer agent and registrar for that series, will be described in a prospectus supplement. Any material United States federal income tax consequences and other special considerations with respect to any preferred stock is then listed or admitted or tradingoffered under this prospectus will also be described in the applicable prospectus supplement. Our Board of Directors may authorize the The issuance of preferred stock with voting could decrease the amount of earnings and assets available for distribution to holders of our common stock or conversion rights that could adversely affect the rights and powers, including voting power or other rights rights, of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, stock could have the effect of delaying, deferring or preventing a change in control of our company, which could depress the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering market price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6.

Description of Capital Stock. The following description is based on relevant portions of the Maryland General Corporation Law and on our charter and bylaws. This summary may not contain all of the information that is important to you, and we refer you to the Maryland General Corporation Law and our charter and bylaws for a more detailed description of the provisions summarized below. We are urge you to read the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you related to any shares of our capital stock being offered. Under the terms of our charter, our authorized to issue 40,000,000 capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, of which 97,208,899 shares are outstanding as of April 23, 2019. Under our charter, our Board of Directors is authorized to classify and 1,000,000 reclassify any unissued shares of stock into other classes or series of stock, and to cause the issuance of such shares, without obtaining stockholder approval. In addition, as permitted by the Maryland General Corporation Law, but subject to the 1940 Act, our charter provides that the Board of Directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations. Common Stock All shares of our common stock have equal rights as to earnings, assets, distributions and voting privileges, except as described below and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our Board of Directors and declared by us out of assets legally available therefor. Shares of our common stock have no conversion, exchange, preemptive or redemption rights. In the event of a liquidation, dissolution or winding up of Hercules each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, par value $0.001 per shareif any preferred stock is outstanding at such time. Common Stock We are authorized to issue 40,000,000 shares Each share of common stock, par value $0.001 per share. The holders of our common stock are is entitled to one vote per share on all matters submitted to a vote of shareholdersstockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors. In , which means that holders of a majority of the event of our liquidation or dissolution, holders outstanding shares of common stock are entitled will elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director. Title of Class Amount Authorized Amount Held by Company for its Account Amount Outstanding Common Stock, $0.001 par value per share ratably in all assets remaining after payment 200,000,000 — 97,208,899 Preferred Stock Our charter authorizes our Board of liabilities Directors to classify and the liquidation preferences of reclassify any outstanding unissued shares of stock into other classes or series of stock, including preferred stock. Holders Prior to issuance of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders shares of common stock are entitled to any dividends that may be declared by each class or series, the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock is required by Maryland law and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board of Directors. As Directors could authorize the date issuance of this prospectus, we had no shares of preferred stock issued with terms and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on conditions which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a transaction or a change in control of the Company. For that might involve a description of how future issuances premium price for holders of our preferred common stock could affect the rights of our shareholdersor otherwise be in their best interest. You should note, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to however, that any series issuance of preferred stock being offered will include specific terms relating to must comply with the offering. Such prospectus supplement will include: · the title and stated or par value requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock; · stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the number amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock offered, are in arrears by two years or more. Certain matters under the liquidation preference per share and 1940 Act require the offering price separate vote of the holders of any issued and outstanding preferred stock; · . We believe that the dividend rate(s), period(s) and/or payment date(s) or method(s) availability for issuance of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price provide us with increased flexibility in structuring future financings and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6acquisitions.

Description of Capital Stock. We are Our authorized to issue 40,000,000 capital is 150,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 500,000 shares of blank check preferred stock, par value $0.001 per share. Common Stock We are authorized to issue 40,000,000 At February 10, 2021, there were 118,513,403 shares of common stock, par value $0.001 per sharestock and no shares of preferred stock issued and outstanding. The holders Common stock Holders of shares of common stock are entitled to one vote per for each share on all matters submitted to a vote of shareholders, including be voted on by the election of directorsstockholders. There is no cumulative voting in the election of directors. In the event of our liquidation or dissolution, holders Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of liabilities all liabilities. Commencing with our 2008 annual meeting, our directors were divided into three classes and designated Class I, Class II and Class III. Directors may be assigned to each class in accordance with a resolution or resolutions adopted by the liquidation preferences board of any directors. Directors are elected for a full term of three years. Holders of common stock do not have cumulative voting rights, which means that the holders of a majority of the outstanding shares of preferred stockour common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. Under Nevada law, our stockholders generally are not liable for our debts and have obligations. There are no right to convert their restrictions on the alienability of our common stock into any other securities and there are no redemption provisions applicable to our common stock. The discriminating against holders of common a substantial amount of securities. Preferred stock are entitled The board of directors is authorized to any dividends that may be declared by provide for the Board issuance of Directors out of funds legally available for payment of dividends subject to the prior rights of holders shares of preferred stock and any contractual restrictions we have against in series and, by filing an amendment pursuant to the payment applicable laws of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan Nevada, to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by our Board of Directorsthe stockholders. As the date of this prospectus, we had no Any shares of preferred stock so issued and outstandingwould have priority over the common stock with respect to dividend or liquidation rights. Preferred stock is available for possible Any future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, may have the effect of delaying, deferring or preventing a change in control of our company without further action by the Companystockholders and may adversely affect the voting and other rights of the holders of common stock. In addition, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the board of directors is required to make any determination to issue such stock based on its judgment as to the offering. Such prospectus supplement will include: · best interests of our stockholders, the title and stated board of directors could act in a manner that would discourage an acquisition attempt or par value other transaction that some, or a majority, of the preferred stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock; · the number . The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. Options and restricted stock units At February 11, 2021, awards for 4,286,167 shares of our common stock were outstanding, including 9,500shares of our common stock issuable upon the preferred exercise of outstanding stock offered, the liquidation preference options with a weighted average exercise price of $0.56 per share and the offering price 4,276,667 shares of the preferred stock; · the dividend rate(s)our common stock underlying outstanding restricted stock units. Transfer agent The transfer agent and registrar for our common stock is Colonial Stock Transfer Company, period(s00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000, and its telephone number is (000) and/or payment date(s) 000-0000. The transfer agent and registrar for any series or method(s) class of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our set forth in the applicable prospectus supplement. NYSE American LLC listing Our common stockstock is listed on the NYSE American LLC under the symbol “INUV.” 6 Anti-Takeover Effects of Various Provisions of Nevada Law and Our Amended and Restated Articles of Incorporation, including the conversion price or the manner of calculating the conversion price as amended, and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; Amended and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6Restated By- Laws.

Description of Capital Stock. We are authorized The following description of our common stock and preferred stock is a summary. It is not complete and is subject to and qualified in its entirety by our certificate of incorporation and first amended and restated bylaws, each of which is incorporated by reference into this prospectus. See the sections titled “Where You Can Find More Information” and “Information Incorporated by Reference.” As of the date of this prospectus, our certificate of incorporation authorizes us to issue 40,000,000 200,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.001 per share. Common Stock We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative voting in the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16May 7, 20202019, we had 24,445,620 there were 2,831,356 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our issued and outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred Common Stock Holders of common stock are entitled to one vote for each share held in the election of directors and on all other matters submitted to a vote of stockholders. Cumulative voting of shares of common stock is available prohibited. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or election. Subject to the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other prior rights of the holders of any outstanding preferred stock, holders of common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available therefor. Upon the liquidation, dissolution or winding up of our company, the holders of common stock are entitled to receive ratably the assets of our company remaining after payment of all liabilities and payment to holders of preferred stock if such preferred stock has an involuntary liquidation preference over the common stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The issuance outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. As of March 31, 2019, there were approximately 227 holders of record of our common stock. Preferred Stock Our board of directors is authorized, without any further notice to or action of the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of our preferred stock, while providing flexibility in connection with possible acquisitions including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and other corporate purposes couldterms of redemption (including sinking fund provisions), under some circumstancesredemption price or prices, have and liquidation preferences of any such series, and the effect number of delayingshares constituting any such series and the designation thereof, deferring or preventing a change in control any of the Companyforegoing. For a description The board of how future issuances directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in our certificate of incorporation or the resolution of our board of directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. As of the date of this prospectus, no such shares had been designated. The following briefly summarizes the material terms of preferred stock could affect that we may offer, other than pricing and related terms disclosed in a prospectus supplement. You should read the rights particular terms of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered that we offer which we will include specific terms describe in more detail in the applicable prospectus supplement relating to such series. You should also read the offeringmore detailed provisions of our certificate of incorporation and the statement with respect to shares relating to each particular series of preferred stock for provisions that may be important to you. Such The statement with respect to shares relating to each particular series of preferred stock offered by the applicable prospectus supplement and this prospectus will be filed as an exhibit to a document incorporated by reference in the prospectus. The prospectus supplement will include: · the title and stated or par value also state whether any of the preferred stock; · terms summarized below do not apply to the number series of shares of the preferred stock being offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6.

Description of Capital Stock. We Although the following summary describes the material terms of our capital stock, it is not a complete description of Maryland law or of our charter and bylaws, which are authorized incorporated herein by reference to the Company’s SEC filings. See “Where You Can Find Additional Information.” General Our charter provides that we may issue 40,000,000 up to 510,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, $0.001 par value $0.001 per share, and 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $0.001 per share. Common Stock We are authorized to issue 40,000,000 As of June 14, 2017, there were 17,605,675 shares of our common stock issued and outstanding and no shares of our preferred stock outstanding. As of December 31, 2016, 18,020,179 shares of common stock would be issued and outstanding on a fully diluted basis (assuming conversion of all vested and unvested LTIP units that were outstanding as of December 31, 2016 into shares of our common stock). Our charter authorizes the board of directors of the Company (the “Board of Directors”) to amend our charter to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series without stockholder approval. Under Maryland law, stockholders generally are not liable for a corporation’s debts or obligations. Common Stock Subject to the preferential rights, if any, of holders of any other class or series of stock and to the provisions of our charter regarding restrictions on ownership and transfer of our stock, par value $0.001 per share. The holders of our common stock stock: • have the right to receive ratably any distributions from funds legally available therefor, when, as and if authorized by our Board of Directors and declared by us; and • are entitled to share ratably in the assets of our company legally available for distribution to the holders of our common stock in the event of our liquidation, dissolution or winding up of our affairs. There are generally no redemption, sinking fund, conversion, preemptive or appraisal rights with respect to our common stock. Subject to the provisions of our charter regarding restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of stock, each outstanding share of our common stock entitles the holder to one vote per share on all matters submitted to a vote of shareholdersstockholders, including the election of directors, and, except as may be provided with respect to any other class or series of stock, the holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of our directors, and directors will be elected by a plurality of all the votes cast in the election of directors. In Consequently, at each annual meeting of stockholders, the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment a majority of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception can elect all of the directors then standing for election, and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating remaining shares will not be able to elect any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6directors.

Description of Capital Stock. We are Authorized and Outstanding Capital Stock Our authorized to issue 40,000,000 capital stock consists of 300,000,000 shares of common stock, $0.001 par value per share, 3,553,000 shares of non-voting common stock, $0.001 par value per share, and 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $0.001 per share, of which 1,684,375 shares are designated as Series A Cumulative Redeemable Convertible Preferred Stock, or Series A Preferred Stock, and 1,580,790 shares are designated as Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock. Common Stock We are authorized to issue 40,000,000 As of June 22, 2020, there were 55,485,330 shares of common stock, par value $0.001 per share896 shares of non-voting common stock, no shares of Series A Preferred Stock and 926,942 shares of Series B Preferred Stock issued and outstanding. The following description of our capital stock does not purport to be complete and should be reviewed in conjunction with our certificate of incorporation, including our Certificate of Designations, Powers, Preferences and Rights of the Series A Preferred Stock, or Series A Certificate of Designations, our Certificate of Designations, Powers, Preferences and Rights of the Series B Preferred Stock, or Series B Certificate of Designations, and our bylaws. See “Where You Can Find Additional Information.” Common Stock All outstanding shares of our common stock are fully paid and nonassessable. The following summarizes the rights of holders of our common stock: ● a holder of common stock are is entitled to one vote per share on all matters submitted to a vote be voted upon generally by the stockholders; ● subject to preferences that may apply to shares of shareholderspreferred stock outstanding, including the election of directors. There is no cumulative voting in the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in receive lawful dividends as may be declared by our Board of Directors, or the Board; ● upon our liquidation, dissolution or winding up, the holders of shares of common stock are entitled to receive a pro rata portion of all our assets remaining for distribution after payment satisfaction of all our liabilities and the payment of any liquidation preferences preference of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and ; ● there are no redemption or sinking fund provisions applicable to our common stock. The holders of common stock ; and ● there are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting preemptive or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6.

Description of Capital Stock. We The following summary of the terms of Equinix, Inc.’s capital stock is not meant to be complete and is qualified by reference to the relevant provisions of the Delaware General Corporation Law (the “DGCL”) and Equinix, Inc.’s amended and restated certificate of incorporation (our “certificate of incorporation”) and amended and restated bylaws (our “bylaws”). Our certificate of incorporation and bylaws are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information” above. As used in this section under the heading “Description of Capital Stock”, the terms “we”, “our” and “us” refer to Equinix, Inc. only, unless otherwise indicated or the context otherwise requires. Authorized Capital Stock Under our certificate of incorporation, our authorized to issue 40,000,000 capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 100,000,000 shares of preferred stock, $0.001 par value $0.001 per share. Common Stock We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock are entitled to one vote per share on all matters submitted to a vote be voted on by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shareholderscommon stock are entitled to receive ratably such dividends, including if any, as may be declared from time to time by the election board of directorsdirectors out of funds legally available for the payment of dividends. There is no cumulative voting in the election of directorsAll dividends are non-cumulative. In the event of our liquidation the liquidation, dissolution or dissolutionwinding up of Equinix, Inc., the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the liquidation preferences of any common stock. All outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that fully paid and nonassessable. Our common stock is listed on the Nasdaq Global Select Market under the symbol “EQIX.” Preferred Stock Preferred stock may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined issued from time to time in one or more series, each of which is to have the voting powers, designation, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in our certificate of incorporation, or in a resolution or resolutions providing for the issue of that series adopted by our Board board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or tradingdirectors. Our Board board of Directors may authorize directors has the issuance of preferred stock with voting authority, without stockholder approval, to create one or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any more series of preferred stock being offered will include specific terms relating and, with respect to the offering. Such prospectus supplement will include: · the title and stated each series, to fix or par value of the preferred stock; · alter as permitted by law, among other things, the number of shares of the preferred stock offered, the liquidation preference per share series and the offering designation thereof, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of any redemption, redemption price or prices and liquidation preferences. When we or the selling securityholders offer to sell a particular series of preferred stock, we will describe the specific terms of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable securities in a supplement to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the this prospectus. The preferred stock will be convertible into issued under a certificate of designations relating to each series of preferred stock and is also subject to our common stock, including certificate of incorporation. The transfer agent for each series of preferred stock will be described in the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6prospectus supplement.

Description of Capital Stock. We are The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our amended and restated certificate of incorporation, which has been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation by Reference.” Our authorized to issue 40,000,000 capital stock consists of: • 200,000,000 shares of common stock, par value $0.001 per share, par value; and 1,000,000 • 10,000,000 shares of preferred stock, par value $0.001 per sharepar value. Common Stock We are authorized to issue 40,000,000 As of August 3, 2021, there were 38,563,765 shares of our common stockstock outstanding and held of record by 10 stockholders. Under the terms of our amended and restated certificate of incorporation, par value $0.001 per share. The holders of our common stock are entitled to one vote per for each share held on all matters submitted to a vote of shareholdersstockholders, including the election of directors. There is no , and do not have cumulative voting in rights. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose, other than any directors that holders of any preferred stock we may issue may be entitled to elect. Subject to the supermajority votes for some matters, other matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon. In addition, the event affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal, or to adopt any provision inconsistent with, several of the provisions of our liquidation or dissolutionamended and restated certificate of incorporation. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in all the assets remaining legally available for distribution to stockholders after the payment of liabilities or provision for all of our debts and other liabilities, subject to the liquidation preferences prior rights of any outstanding shares of preferred stockstock then outstanding. Holders of common stock have no preemptive or conversion rights and have no right to convert their common stock into any or other securities subscription rights and there are no redemption or sinking funds provisions applicable to our the common stock. All outstanding shares of common stock are, and the common stock to be outstanding upon the closing of this offering will be, duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are entitled subject to any dividends that and may be declared adversely affected by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance shares of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to that we may designate and issue in the offeringfuture. Such prospectus supplement will include: · the title Transfer Agent and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share Registrar The transfer agent and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions registrar for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stockstock is Computershare Trust Company, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6N.A.

Description of Capital Stock. We are authorized As of the date of this prospectus, our certificate of incorporation authorizes us to issue 40,000,000 50,000,000 shares of common stock, par value $0.001 0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.001 0.0001 per share. Common Stock We are authorized to issue 40,000,000 As of August 1, 2020, 21,836,800 shares of common stockstock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, par value $0.001 per shareas amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote per for each share held on all matters submitted to a vote of shareholdersour stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, including the holders of a majority of the shares of common stock entitled to vote in any election of directorsdirectors have the power to elect all of the directors standing for election, if they should so choose. There is Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no cumulative voting in the election of directorspreemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation liquidation, dissolution or dissolutionwinding up, holders of our common stock are will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and the any liquidation preferences preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Holders Our board of common directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock have no preemptive in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to of our common stock. The holders issuance of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of our preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stockstock and the likelihood that such holders will receive dividend payments and payments upon liquidation. The In addition, the issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, stock could have the effect of delaying, deferring or preventing a change in of control of the Companyour company or other corporate action. For a description Upon completion of how future issuances of our preferred stock could affect the rights of our shareholdersthis offering, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of no shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stockoutstanding, including the conversion price or the manner and we have no present plans to issue any shares of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. We are As of June 7, 2021, our authorized to issue 40,000,000 capital stock consists of 75,000,000 shares of Common Stock, $0.0001 par value per share, of which 25,212,342 shares of common stock, par value $0.001 per share, stock are issued and 1,000,000 outstanding and 5,000,000 shares of preferred stockPreferred Stock, $0.0001 par value $0.001 per sharevalue, of which one share of special voting Preferred Stock is issued and outstanding. We are a Delaware corporation and our affairs are governed by our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws. The following are summaries of material provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws insofar as they relate to the material terms of our Common Stock. Complete copies of our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws are filed as exhibits to our public filings. Common Stock We are authorized to issue 40,000,000 All outstanding shares of common stock, par value $0.001 per shareCommon Stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholdersour stockholders. Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, including all stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the election Board of directorsDirectors out of funds legally available. There is no cumulative voting Subject to the prior rights of creditors of Akerna and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of Akerna, in the election of directors. In the event of our liquidation or dissolutionliquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stockall liabilities. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and stockholders do not plan to pay dividends on our common stock in the foreseeable future. As of December 16have cumulative, 2020preemptive rights, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock unitsor subscription rights. Preferred Stock We are authorized The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue 1,000,000 from time to time shares of “blank check” preferred stock with Preferred Stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Issuance of Preferred Stock by our board of directors may result in such shares having dividend and/or liquidation preferences as senior to the rights of the holders of our Common Stock and could dilute the voting rights of the holders of our Common Stock. Prior to the issuance of shares of each series of Preferred Stock, the board of directors is required by the Delaware General Corporation Law and our certificate of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: ● the number of shares constituting that series and the distinctive designation of that series, which number may be determined increased or decreased (but not below the number of shares then outstanding) from time to time by our Board action of Directors. As the date board of this prospectus, we had no directors; ● the dividend rate and the manner and frequency of payment of dividends on the shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required that series, whether dividends will be cumulative, and, if so, from which date; ● whether that series will have voting rights, in addition to any voting rights provided by applicable law, and, if so, the terms of such voting rights; ● whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; ● whether or not the rules shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; ● whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; ● whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any securities exchange other series or market on which class in any respect; ● the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and ● any other relative rights, preferences and limitations of that series. Once designated by our stock board of directors, each series of Preferred Stock may have specific financial and other terms that will be described in a prospectus supplement. The description of the Preferred Stock that is then listed set forth in any prospectus supplement is not complete without reference to the documents that govern the Preferred Stock. These include our certificate of incorporation and any certificates of designation that our board of directors may adopt. All shares of Preferred Stock offered hereby will, when issued, be fully paid and nonassessable, including shares of Preferred Stock issued upon the exercise of Preferred Stock Warrants or admitted or tradingsubscription rights, if any. Our Board Although our board of Directors may directors has no intention at the present time of doing so, it could authorize the issuance of preferred stock with voting or conversion rights a series of Preferred Stock that could adversely affect could, depending on the voting power terms of such series, impede the completion of a merger, tender offer or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6takeover attempt.

Description of Capital Stock. We are General Our authorized to issue 40,000,000 capital stock consists of: • 70,000,000 shares of common stock, par value $0.001 0.0001 per share, ; and 1,000,000 • 30,000,000 shares of preferred stock, par value $0.001 0.0001 per share. Common Stock We are authorized to issue 40,000,000 As of August 11, 2023, 13,648,425 shares of common stock, par value $0.001 per sharestock were issued and outstanding and no shares of preferred stock were issued and outstanding. The additional shares of our authorized capital stock available for issuance may be issued at times and under circumstances so as to have a dilutive effect on earnings per share and on the equity ownership of the holders of our common stock. The ability of our board of directors to issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation but could also be used by the board to make a change of control more difficult, thereby denying stockholders the potential to sell their shares at a premium and entrenching current management. The following description is a summary of the material provisions of our capital stock. You should refer to our certificate of incorporation and our bylaws (each as amended and restated, our “certificate of incorporation” and our “bylaws”, respectively), both of which are on file with the SEC as exhibits to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law. Common Stock Holders of our common stock are entitled to one vote per for each share held on all matters submitted to a vote of shareholders, including the stockholders and do not have cumulative voting rights. An election of directors. There is no cumulative voting directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote in the election election. Subject to the supermajority votes for some matters, other matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future. In the event of our liquidation or dissolution, the holders of common stock are entitled to share ratably in all receive on a pro rata basis our net assets remaining available for distribution to stockholders after the payment of liabilities all debts and other liabilities, subject to the liquidation preferences prior rights of any holders of outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock into any other securities are validly issued, fully paid and there are no redemption provisions applicable to our common stocknonassessable. The rights, preferences and privileges of holders of common stock are entitled subject to any dividends that and may be declared adversely affected by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common shares of any series of preferred stock that we may designate and issue in the future. Transfer Agent and Registrar Our stock transfer agent and registrar is Computershare Trust Company, N.A., and its address is 0000 X. Xxxxxx Xx. Xxxxxxxxx Xxxxxxx, XX 00000. Preferred Stock Under the terms of our certificate of incorporation our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions acquisitions, future financings and other corporate purposes couldpurposes, under some circumstances, could have the effect of delayingmaking it more difficult for a third party to acquire, deferring or preventing could discourage a change in control third party from seeking to acquire, a majority of our outstanding voting stock. As of the Company. For a description date of how future issuances of our preferred stock could affect the rights of our shareholdersthis registration statement, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series there are no shares of preferred stock being offered will include specific terms relating outstanding, and we have no present plans to the offering. Such prospectus supplement will include: · the title and stated or par value issue any shares of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6.

Description of Capital Stock. We are As of the date of this prospectus, our authorized to issue 40,000,000 capital stock consists of 500,000,000 shares of common stock, $0.0001 par value $0.001 per sharevalue, and 1,000,000 20,000,000 shares of preferred stock, $0.0001 par value $0.001 per sharevalue. A description of material terms and provisions of our amended and restated certificate of incorporation (Certificate of Incorporation) and second amended and restated bylaws (Bylaws) affecting the rights of holders of our capital stock is set forth below. The description is intended as a summary, and is qualified in its entirety by reference to our Certificate of Incorporation and our Bylaws. Common Stock We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share. The holders of common stock are entitled to one vote per share on all matters submitted to a vote be voted on by the stockholders. Subject to the preferences of shareholdersany outstanding shares of preferred stock, including the election holders of directorscommon stock are entitled to receive ratably any dividends our board of directors declares out of funds legally available for the payment of dividends. There is no cumulative voting in If we are liquidated, dissolved or wound up, the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in pro rata all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right or rights to convert their common stock into any other securities and there securities. There are no redemption or sinking fund provisions applicable to our the common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions When we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 issue shares of common stock outstandingunder this prospectus, the shares will be fully paid and nonassessable. In additionAdditional shares of authorized common stock may be issued, as authorized by our board of that datedirectors from time to time, there were 374,174 shares underlying our outstanding warrantswithout stockholder approval, 1,744,354 shares underlying our outstanding except as may be required by applicable stock options and 605,883 shares issuable upon vesting of outstanding restricted stock unitsexchange requirements. Preferred Stock We are authorized Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue 1,000,000 shares of “blank check” preferred stock with designationsin one or more series, rights and preferences as may be determined to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or tradingstockholders. Our Board board of Directors directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with financings, possible acquisitions and other corporate purposes purposes, could, under some circumstancesamong other things, have the effect of delaying, deferring deferring, discouraging or preventing a change in control of our company, may adversely affect the Company. For a description of how future issuances market price of our common stock and the voting and other rights of the holders of common stock, and may reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. We will fix the designations, voting powers, preferences and rights of the preferred stock could affect of each series we issue under this prospectus, as well as the rights qualifications, limitations or restrictions thereof, in the certificate of our shareholdersdesignation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, see “Certain Provisions or will incorporate by reference from reports that we file with the SEC, the form of Delaware Law and any certificate of Our Charter and Bylaws - Issuance designation that contains the terms of “Blank Check” Preferred Stock,” belowthe series of preferred stock we are offering. A We will describe in the applicable prospectus supplement relating to any the terms of the series of preferred stock being offered will include specific terms relating offered, including, to the offering. Such prospectus supplement will includeextent applicable: · • the title and stated or par value of the preferred stockvalue; · • the number of shares of the preferred stock offered, we are offering; • the liquidation preference per share and share; • the offering purchase price of the preferred stockper share; · • the dividend rate(s)rate per share, period(s) and/or dividend period and payment date(s) or method(s) dates and method of calculation thereof applicable to the preferred stockfor dividends; · • whether dividends shall will be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall will accumulate; · • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · • the provisions for redemptionredemption or repurchase, if applicable, of the preferred stockand any restrictions on our ability to exercise those redemption and repurchase rights; · • any listing of the preferred stock on any securities exchangeexchange or market; · the terms and conditions, if applicable, upon which • whether the preferred stock will be convertible into our common stockstock or other securities of ours, including warrants, and, if applicable, the conversion price or the manner of calculating period, the conversion price price, or how it will be calculated, and conversion under what circumstances it may be adjusted; • whether the preferred stock will be exchangeable for debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted; · • voting rights, if appropriateany, of the preferred stock; • preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • a discussion of any material or special United States federal income tax consequences considerations applicable to the preferred stock; • the relative ranking and · preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, rightsprivileges, limitations qualifications or restrictions of the preferred stock. 6When we issue shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable. Unless we specify otherwise in the applicable prospectus supplement, the preferred stock will rank, with respect to dividends and upon our liquidation, dissolution or winding up: • senior to all classes or series of our common stock and to all of our equity securities ranking junior to the preferred stock; • on a parity with all of our equity securities the terms of which specifically provide that the equity securities rank on a parity with the preferred stock; and • junior to all of our equity securities the terms of which specifically provide that the equity securities rank senior to the preferred stock. The term “equity securities” does not include convertible debt securities. The General Corporation Law of the State of Delaware, the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. Antitakeover Effects of Provisions of Charter Documents and Delaware Law

Description of Capital Stock. The following is a brief description of our capital stock. This summary does not purport to be complete in all respects. This description is subject to and qualified entirely by the terms of our articles of incorporation, as amended, or our articles of incorporation, and our bylaws, as amended, or our bylaws, copies of which have been filed with the SEC and are also available upon request from us, and by the Nevada Revised Statutes. Capital Stock We are have authorized to issue 40,000,000 capital stock consisting of 100,000,000 shares of common stock, $0.001 par value $0.001 per share, share and 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $0.001 per shareshare (“Preferred Stock”). As of October 11, 2016, we have (i) 16,736,927 shares of common stock outstanding, (ii) 2,000 designated shares of Series A Convertible Preferred Stock, none of which are outstanding, (iii) 600,000 designated shares of Series B Convertible Preferred Stock, 552,000 of which are outstanding, and (iv) 5,000 designated shares of Series C Preferred Stock, 53 of which are outstanding. The following description of our capital stock is a summary only and is subject to applicable provisions of the Nevada Revised Statutes, and our Articles of Incorporation and Bylaws, each as amended and restated, from time to time. You should refer to, and read this summary together with, our Articles of Incorporation and Bylaws, each as amended and restated from time to time, to review all of the terms of our capital stock. Our Articles of Incorporation and amendments thereto are incorporated by reference as exhibits to the registration statement of which this prospectus is a part and other reports incorporated by reference herein. Common Stock We Holders of our Common Stock: (i) are authorized entitled to issue 40,000,000 shares share ratably in all of common stockour assets available for distribution upon liquidation, par value $0.001 per share. The holders dissolution or winding up of common stock our affairs; (ii) do not have preemptive, subscription or conversion rights, nor are there any redemption or sinking fund provisions applicable thereto; and (iii) are entitled to one vote per share on all matters submitted to a on which stockholders may vote of shareholders, including the election of directorsat all stockholder meetings. There Each stockholder is no cumulative voting in the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and receive the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that as may be declared by the Board of Directors our directors out of funds legally available for payment of dividends. Our directors are not obligated to declare a dividend. Any future dividends will be subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization discretion of our shareholders unless such authorization is required by applicable lawdirectors and will depend upon, or among other things, future earnings, the rules operating and financial condition of any securities exchange or market our Company, our capital requirements, general business conditions and other pertinent factors. The presence of the persons entitled to vote 33% of the outstanding voting shares on which our stock is then listed or admitted or tradinga matter before the stockholders shall constitute the quorum necessary for the consideration of the matter at a stockholders’ meeting. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights The vote of the holders of common stocka majority of the votes cast on the matter at a meeting at which a quorum is present shall constitute an act of the stockholders, except for the election of directors, who shall be appointed by a plurality of the shares entitled to vote at a meeting at which a quorum is present. The issuance common stock does not have cumulative voting rights, which means that the holders of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control 51% of the Company. For a description common stock voting for election of how future issuances directors can elect 100% of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating directors if they choose to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6do so.

Description of Capital Stock. We are authorized to issue 40,000,000 This section describes the general terms and provisions of the shares of our common stock, $0.0001 par value $0.001 per share, and 1,000,000 shares of preferred stock, $0.0001 par value $0.001 per share. This description is only a summary. Our restated certificate of incorporation, the certificate of designation with respect to our Series A convertible preferred stock, or Series A Preferred Stock, and our amended and restated bylaws have been filed as exhibits to our periodic reports filed with the SEC, which are incorporated by reference in this prospectus. You should read our restated certificate of incorporation and our amended and restated bylaws for additional information before you buy any of our common stock, preferred stock, or other securities. See “Where You Can Find More Information.” Common Stock We are authorized to issue 40,000,000 400,000,000 shares of common stock. Our common stock is junior to any preferred stock we may issue. As of December 31, par value $0.001 per share. The holders 2021, there were 228,115,734 shares of common stock are issued and outstanding. Each holder of common stock is entitled to one vote per for each share of common stock held on all matters submitted to a vote of shareholders, including stockholders. We have not provided for cumulative voting for the election of directorsdirectors in our restated certificate of incorporation. There is no cumulative voting This means that the holders of a majority of the outstanding shares of our common stock voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available at the times and in the election amounts that our board of directorsdirectors may determine from time to time. In Upon our liquidation, dissolution or winding-up, the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights and have no right to convert their common stock into any or other securities and there subscription rights. There are no redemption or sinking fund provisions applicable to our the common stock. The holders All outstanding shares of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock fully paid and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock unitsnonassessable. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no 20,000,000 shares of preferred stock, of which 3,458,823 shares are designated as Series A Preferred Stock. We previously issued 3,458,823 shares of Series A Preferred Stock, none of which remain outstanding as of December 31, 2021 and as of the date hereof. We may issue additional preferred stock, in series, with such designations, powers, preferences and other rights and qualifications, limitations or restrictions as our board of directors may authorize, without further action by our stockholders, including: • the distinctive designation of each series and the number of shares that will constitute the series; • the voting rights, if any, of shares of the series and the terms and conditions of the voting rights; • the dividend rate on the shares of the series, the dates on which dividends are payable, any restriction, limitation or condition upon the payment of dividends, whether dividends will be cumulative, and the dates from and after which dividends shall accumulate; • the prices at which, and the terms and conditions on which, the shares of the series may be redeemed, if the shares are redeemable; • the terms and conditions of a sinking or purchase fund for the purchase or redemption of shares of the series, if such a fund is provided; • any preferential amount payable upon shares of the series in the event of the liquidation, dissolution or winding up of, or upon the distribution of any of our assets; and • the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of the series may be converted or exchanged into other securities, if the shares are convertible or exchangeable. The particular terms of any series of preferred stock, and the transfer agent and registrar for that series, will be described in a prospectus supplement. Any material United States federal income tax consequences and other special considerations with respect to any preferred stock issued offered under this prospectus will also be described in the applicable prospectus supplement. The issuance of additional preferred stock could decrease the amount of earnings and outstanding. Preferred stock is assets available for possible future financings or acquisitions and for general corporate purposes without further authorization distribution to holders of our shareholders unless such authorization is required by applicable law, common stock or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the rights and powers, including voting power or other rights rights, of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, stock could have the effect of delaying, deferring or preventing a change in control of our company, which could depress the Company. For a description of how future issuances market price of our preferred stock could affect the rights of our shareholders, see “common stock. Registration Rights Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, as well as shares underlying the 2028 Notes, are entitled to contractual rights to require us to register those shares under the Securities Act of 1933, as amended, subject to certain exceptions. These rights are provided under the terms of registration rights agreements we have entered into with holders of such securities. We generally must pay all expenses relating to any such registration, other than underwriting discounts and selling commissions. The terms of the registration rights are specified in the relevant registration rights agreement. Certain Anti-Takeover Provisions of Delaware Law, Our Restated Certificate of Incorporation, and our Amended and Restated Bylaws Certain provisions of Delaware law, our restated certificate of incorporation and our amended and restated bylaws could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the conversion price then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could result in an improvement of their terms. Certificate of Incorporation and Bylaws Our restated certificate of incorporation and amended and restated bylaws include provisions that: • divide our board of directors into three classes, each serving staggered, three-year terms; • authorize the board of directors to issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock, of which 16,541,177 shares remain undesignated as of the date of this prospectus; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by the board of directors, the chairman of the board, or the manner chief executive officer; • establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of calculating our stockholders, including proposed nominations of persons for election to the conversion price board of directors; • provide that directors may be removed only for cause; • establish the Court of Chancery of the State of Delaware as the sole and conversion periodexclusive forum for certain derivative actions or proceedings brought on our behalf, any action asserting a claim of breach of fiduciary duty, any action asserting a claim against us arising pursuant to the General Corporation Law of the State of Delaware, or the DGCL, or any action asserting a claim governed by the internal affairs doctrine; · if appropriateand • require the affirmative vote of holders of at least 66-2/3 % of the total votes eligible to be cast in the election of directors to amend, alter, change or repeal our bylaws; and provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum. Section 203 of the Delaware General Corporation Law We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date that such stockholder became an interested stockholder unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder. Generally, a discussion of federal income tax consequences applicable ‘‘business combination’’ includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the preferred ‘‘interested stockholder,’’ and an ‘‘interested stockholder’’ is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock; . A Delaware corporation may opt out of these provisions either with an express provision in its original certificate of incorporation or in an amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out, and · any do not currently intend to opt out of, these provisions. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other specific terms, preferences, rights, limitations or restrictions attempts that might result in a premium over the market price for the shares of common stock held by our stockholders. Certain provisions of the preferred stockDGCL, our restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. 6These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. Transfer Agent and Registrar The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 0000 0xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.

Description of Capital Stock. We are authorized As of the date of this prospectus, our certificate of incorporation authorizes us to issue 40,000,000 50,000,000 shares of common stock, par value $0.001 0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.001 0.0001 per share. Common Stock We are authorized to issue 40,000,000 As of August 9, 2019, 18,486,137 shares of common stockstock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, par value $0.001 per shareas amended, or the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote per for each share held on all matters submitted to a vote of shareholders, including the election our stockholders. The holders of directors. There is no our common stock do not have any cumulative voting in the election rights. Holders of directorsour common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation liquidation, dissolution or dissolutionwinding up, holders of our common stock are will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and the any liquidation preferences preference of any outstanding shares of preferred stock. Holders Registration Rights We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to the shares of our common stock. For purposes of the below description, we refer to these shares as “registrable securities.” The registration rights provisions of the investors’ rights agreement provide any holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior such rights of holders of preferred stock with demand, piggyback and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, Form S-3 registration rights as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” described below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. 6.

Description of Capital Stock. We are authorized The following is a summary of all material characteristics of our capital stock as set forth in our second amended and restated certificate of incorporation and amended and restated bylaws. This summary does not purport to issue 40,000,000 shares be complete and is qualified in its entirety by reference to our second amended and restated certificate of common stockincorporation and amended and restated bylaws, par value $0.001 per sharecopies of which have been filed as exhibits to our SEC filings. For more information, and 1,000,000 shares of preferred stock, par value $0.001 per share. see “Where You Can Find More Information.” Common Stock We are authorized have authority under our second amended and restated certificate of incorporation to issue 40,000,000 up to 100,000,000 shares of our common stock, par value $0.001 per share. The holders As of August 31, 2018, there were 35,031,225 shares of our common stock issued and outstanding. Holders of shares of our common stock are entitled to one vote per share held of record on all matters submitted to a vote of shareholdersstockholders, including the election of directors. There is no cumulative voting in the election The holders are entitled to receive dividends when, as and if declared by our board of directors, in its discretion, out of funds legally available therefor. In the event of our liquidation liquidation, dissolution or dissolutionwinding up, the holders of our common stock are entitled to share ratably in all of our assets remaining after payment of liabilities and the liquidation preferences liabilities. The holders of any outstanding shares of preferred stock. Holders of our common stock have no preemptive rights and have no right to convert their common stock into any or other securities subscription rights, and there are no conversion rights or redemption or sinking fund provisions applicable with respect to such shares. All of the outstanding shares of our common stock are, and the shares of our common stock when issued will be, fully paid and nonassessable. Registration Rights As of August 10, 2018, Cotterford Company Limited, or Cotterford, is entitled to contractual rights that require us to register 10,000,000 shares of our common stock. The holders , including shares of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As issuable upon exercise of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting under the Securities Act, subject to certain exceptions. These rights are provided under the terms of outstanding restricted stock units. Preferred a Common Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designationsPurchase Agreement dated August 8, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law2018, or the rules of Cotterford Agreement. We generally must pay all expenses relating to any securities exchange such registration, other than Xxxxxxxxxx’s counsel, broker’s commissions, discounts or market on which our stock is then listed or admitted or tradingfees and transfer taxes. Our Board of Directors may authorize These registration rights terminate automatically upon the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights earlier of the holders sale of common stockthe Registrable Securities (as such term is defined in the Cotterford Agreement), the date such registrable securities may be resold without volume or manner-of-sale limitations pursuant to Rule 144 under the Securities Act, or August 10, 2021. The issuance Anti-Takeover Effects of preferred stockDelaware Law and Our Certificate of Incorporation and Bylaws Certain provisions of Delaware law, while providing flexibility in connection with possible acquisitions our second amended and other corporate purposes could, under some circumstances, restated certificate of incorporation and our amended and restated bylaws could have the effect of delaying, deferring or preventing a change in discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the Company. For a description benefits of how future issuances increased protection of our preferred stock could affect potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the rights disadvantages of our shareholdersdiscouraging such proposals, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to including proposals that are priced above the offering. Such prospectus supplement will include: · the title and stated or par then-current market value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including because, among other reasons, the conversion price or the manner negotiation of calculating the conversion price and conversion period; · if appropriate, a discussion such proposals could result in an improvement of federal income tax consequences applicable to the preferred stock; and · any other specific their terms, preferences, rights, limitations or restrictions of the preferred stock. 6.

Description of Capital Stock. We are General The following description of our capital stock is a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed with the SEC, and the terms and provisions of the Delaware General Corporation Law, or DGCL. For more complete information, you should carefully review our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL Authorized Capital Stock Our authorized to issue 40,000,000 capital stock consists of 120,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.001 per share. Common Stock We are authorized to issue 40,000,000 Holders of shares of common stock, par value $0.001 per share. The holders of our common stock are entitled to one vote per for each share held of record on all matters submitted to a vote of shareholders, including stockholders. The holders of a plurality of the shares of our common stock entitled to vote in any election of directorsdirectors can elect all of the directors standing for election. There is no cumulative voting in the election Holders of directors. In the event shares of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities receive dividends when and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be if declared by the Board our board of Directors directors out of funds legally available for therefor, subject to any statutory or contractual restrictions on the payment of dividends subject and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the prior rights of holders of preferred stock and any contractual restrictions we have against having liquidation preferences, if any, the payment holders of dividends on common stock. We have not paid dividends on shares of our common stock since inception and do not plan will be entitled to pay dividends on receive pro rata our remaining assets available for distribution. Holders of shares of our common stock in the foreseeable future. As of December 16do not have preemptive, 2020subscription, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock unitsredemption or conversion rights. Preferred Stock We are authorized Our amended and restated certificate of incorporation authorizes our board of directors to issue 1,000,000 shares establish one or more series of “blank check” preferred stock with designations(including convertible preferred stock). Unless required by law or by any stock exchange, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no authorized shares of preferred stock issued and outstanding. Preferred stock is will be available for possible future financings or acquisitions and for general corporate purposes issuance without further authorization of action by our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or tradingstockholders. Our Board board of Directors may authorize the issuance of preferred stock directors is able to determine, with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating respect to any series of preferred stock being offered will include specific stock, the terms relating to and rights of that series, including: • the offering. Such prospectus supplement will include: · the title and stated or par value designation of the preferred stockseries; · • the number of shares of the series, which our board may, except where otherwise provided in the preferred stock offereddesignation, increase or decrease, but not below the liquidation preference per share and number of shares then outstanding; • the offering price voting rights, if any, of the preferred stockholders of the series; · the dividend rate(s)• whether dividends, period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall if any, will be cumulative or non-cumulative andand the dividend rate of the series; • the dates at which dividends, if cumulativeany, will be payable; • the date from which dividends rights of priority and amounts payable, if any, on shares of the preferred stock shall accumulateseries in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company; · • the provisions redemption rights and price or prices, if any, for a shares of the series; • the terms of any purchase, retirement or sinking fund, if any, provided for the preferred stock; · any voting rights shares of the preferred stockseries; · • the provisions for redemptionterms, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicableany, upon which the preferred stock shares of the series will be convertible into or exchangeable for shares of any other class, classes or series or other securities, whether or not issued by our company or any other entity; • restrictions, if any, upon issuance of indebtedness of our company so long as any shares of the series are outstanding; and • restrictions, if any, on the issuance of shares of the same series or of any other class or series. We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which our stockholders might receive a premium for their shares of common stock over the market price of the shares of common stock. Authorized but Unissued Capital Stock The DGCL does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the Nasdaq Global Market, which apply so long as our common stock remains listed on the Nasdaq Global Market, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including the conversion price future public offerings, to raise additional capital or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions facilitate acquisitions. One of the effects of the existence of unissued and unreserved common stock or preferred stockstock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices. 6Anti-Takeover Effects of Provisions of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Undesignated Preferred Stock The ability to authorize undesignated preferred stock will make it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us or otherwise effect a change in control of us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Description of Capital Stock. We are authorized to issue 40,000,000 shares As of March 14, 2024, our only class of outstanding securities registered under the Exchange Act is our common stock, par value $0.001 0.10 per share, which we refer to as the Common Stock. The following is a description of the material terms of our Common Stock and 1,000,000 shares preferred stock we may offer and is qualified by reference to the provisions of our Articles of Amendment and Restatement, as amended, which we refer to as our Charter, our Amended and Restated Bylaws, which we refer to as the Bylaws, and applicable provisions of relevant Maryland law, including the Maryland General Corporation Law, which we refer to as the MGCL. The terms of any series of preferred stock being offered by us will be described in the prospectus supplement relating to that series of preferred stock. That prospectus supplement may not restate the articles supplementary that establishes a particular series of preferred stock in its entirety. We urge you to read at that time the articles supplementary because it, par value $0.001 per shareand not the description in the prospectus supplement, will define your rights as a holder of preferred stock. The articles supplementary will be filed with the State Department of Assessments and Taxation of the State of Maryland and with the SEC. Common Stock We are authorized to issue 40,000,000 350,000,000 shares of common stock, par value $0.001 per shareCommon Stock. The holders All shares of common stock are entitled our Common Stock participate equally in dividends payable to stockholders of our Common Stock when and as declared by our board of directors and in net assets available for distribution to stockholders of our Common Stock on liquidation or dissolution; have one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no stockholders; and do not have cumulative voting rights in the election of directors. In the event All of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stockCommon Stock are fully paid and non-assessable. Holders of common stock our Common Stock do not have no preference, conversion, exchange or preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stockrights. The holders We may issue additional shares of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends authorized Common Stock without stockholder approval, subject to applicable rules of the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock unitsNYSE. Preferred Stock We are authorized to issue 1,000,000 20,000,000 shares of “blank check” our preferred stock with designationsstock, rights and preferences par value $1.00 per share, which we refer to as may be determined the Preferred Stock. Under our Charter, our board of directors has the authority to authorize from time to time by our Board of Directors. As the date of this prospectustime, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable lawstockholder action, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting shares of our Preferred Stock, in one or conversion rights that could adversely affect more series as the board of directors shall deem appropriate, and to fix the rights, powers and restrictions of the Preferred Stock by resolution and the filing of an amendment to our Charter, including but not limited to the designation of the following: • the number of shares constituting such series and the distinctive designation thereof; • the voting power rights, if any, of such series; • the rate of dividends payable on such series, the time or times when such dividends will be payable, the preference to, or any relation to, the payment of dividends to any other class or series of stock and whether the dividends will be cumulative or non-cumulative; • whether there shall be a sinking or similar fund for the purchase of shares of such series and, if so, the terms and provisions that shall govern such fund; • the rights of the holders of common stock. The issuance shares of preferred stocksuch series upon the liquidation, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring dissolution or preventing a change in control winding up of the Company. For a description of how future issuances of our preferred stock could affect ; • the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fundrights, if any, for of holders of shares of such series to convert such shares into, or to exchange such shares for, shares of any other class or classes or any other series of the preferred stock; · same or of any voting other class or classes of equity shares, the price or prices or rate or rates of conversion or exchange, with such adjustments thereto as shall be provided, at which such shares shall be convertible or exchangeable, whether such rights of conversion or exchange shall be exercisable at the preferred stock; · the provisions for redemption, if applicable, option of the preferred stock; · any listing holder of the preferred stock on shares or the Company (or both) or upon the happening of a specified event, and any securities other terms or conditions of such conversion or exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · • any other specific terms, preferences, rightspowers and relative participating, optional or other special rights and qualifications, limitations or restrictions of shares of such series. Except as otherwise provided in any prospectus supplement or articles supplementary, all shares of the preferred same series of Preferred Stock will be identical to each other share of said stock. 6The shares of different series may differ, including as to ranking, as may be provided in our Charter, or as may be fixed by our board of directors as described above. We may from time to time amend our Charter to increase or decrease the number of authorized shares of Preferred Stock.

Description of Capital Stock. We are The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Certificate of Incorporation and Bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation by Reference.” Our authorized to issue 40,000,000 capital stock consists of 75,000,000 shares of common stock, par value of $0.001 0.00001 per share, and 1,000,000 shares of preferred stock, par value of $0.001 per share. Common Stock We are authorized to issue 40,000,000 As of September 30, 2020, there were 4,501,271 shares of common stock, par value $0.001 per share. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative voting in the election of directors. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception issued and do not plan to pay dividends on our common stock in the foreseeable futureoutstanding held by 852 holders of record. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had currently have no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization Common Stock Each share of our shareholders unless common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Holders of our common stock will be entitled to dividends in such authorization is required by applicable law, or the rules of any securities exchange or market on which amounts and at such times as our stock is then listed or admitted or trading. Our Board of Directors in its discretion may authorize declare out of funds legally available for the issuance payment of dividends. We currently do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including: ● general business conditions; ● industry practice; ● our financial condition and performance; ● our future prospects; ● our cash needs and capital investment plans; ● our obligations to holders of any preferred stock with voting we may issue; ● income tax consequences; and ● the restrictions Delaware and other applicable laws and our credit arrangements may impose, from time to time. If we liquidate or conversion rights that could adversely affect the voting power or other rights of dissolve our business, the holders of our common stock. The issuance stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting receive their liquidation preferences in full. Our common stock has no preemptive rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be is not convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable redeemable or entitled to the preferred stock; and · benefits of any other specific terms, preferences, rights, limitations sinking or restrictions of the preferred stock. 6repurchase fund.

Description of Capital Stock. The following description of our capital stock and provisions of our articles of incorporation, bylaws and the Pennsylvania Business Corporation law are summaries and are qualified in their entirety by reference to the articles of incorporation and the bylaws. We are have filed copies of these documents with the SEC as exhibits to our registration statement, of which this prospectus supplement forms a part. Pursuant to our Second Amended and Restated Articles of Incorporation, our authorized to issue 40,000,000 capital stock consists of 50,000,000 shares of common stock, par value of $0.001 0.01 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per share, to be designated from time to time by our board of directors. Common Stock We are authorized to issue 40,000,000 As of December 28, 2017, there were 19,127,435 shares of our common stock, par value $0.001 per sharestock issued and outstanding. The holders Holders of our common stock are entitled to one vote per for each share held on all matters submitted to a vote of shareholders, including the election of directors. There is no , and do not have cumulative voting rights. Accordingly, the holders of a majority of the outstanding shares of common stock in the person or represented by proxies in any election of directorsdirectors can elect all of the directors standing for election, if they so choose, other than any directors that holders of any preferred stock that we may issue may be entitled to elect. Subject to preferences that may be applicable to any then-outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably dividends when, as, and if declared by our board of directors out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock. In the event of our liquidation liquidation, dissolution, or dissolutionwinding up, holders of our common stock are will be entitled to share ratably in receive the net assets of our company available after the payments of all assets remaining after payment of debts and other liabilities and subject to the liquidation preferences prior rights of the holders of any then-outstanding shares of preferred stock. Holders of our common stock have no preemptive preemptive, subscription, redemption or conversion rights. All outstanding shares of our common stock are, and the common stock to be outstanding upon completion of this offering will be, duly authorized, validly issued, fully paid and non-assessable. The rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The privileges of the holders of the common stock are entitled to any dividends that subject to, and may be declared by adversely affected by, the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of the holders of shares of any series of preferred stock that we may designate and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock issue in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. Preferred Stock We are authorized Our board of directors has the authority, without further action by our shareholders, to issue 1,000,000 up to 10,000,000 shares of “blank check” preferred stock with designationsin one or more series, rights and preferences as may be determined to establish from time to time by our Board the number of Directors. As shares to be included in each such series, to fix the date dividend, voting and other rights, preferences and privileges of this prospectus, we had no the shares of preferred stock issued each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization Our board of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes purposes, could, under some circumstancesamong other things, have the effect of delaying, deferring or preventing a change in our control of the Company. For a description of how future issuances of our preferred stock could and may adversely affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering market price of the preferred stock; · common stock and the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting and other rights of the holders of our common stock. We have no current plans to issue any shares of preferred stock; · . Common Stock Warrants We issued to the provisions for redemption, if applicable, representatives of the preferred stock; · any listing underwriters in our initial public offering, or IPO, warrants to purchase up to 150,000 shares of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including with a per share exercise price equal to $12.00, or 150% of the conversion public offering price, or IPO warrants, of which 140,000 are currently outstanding. The IPO warrants are exercisable by the underwriters at any time, in whole or in part, during the four-year period commencing one year after the closing of our IPO. In connection with our acquisition of IV meloxicam and our CDMO business from Alkermes, we issued to Alkermes a seven-year warrant to purchase an aggregate of 350,000 shares of our common stock, with an exercise price of $19.46 per share. We issued to OrbiMed Royalty Opportunities, II, LP, or OrbiMed, the lender under our former senior secured credit facility, a seven-year warrant to purchase an aggregate of 294,928 shares of our common stock, with an exercise price of $3.28 per share, subject to certain adjustments. In addition, in connection with the Refinancing we issued to each of Athyrium Opportunities III Acquisition LP and its affiliate, Athyrium Opportunities II Acquisition LP seven-year warrants to purchase an aggregate of 348,664 shares of our common stock, with an exercise price of $8.6043, per share, subject to certain adjustments. We also granted “piggyback” registration rights to each of Athyrium Opportunities III Acquisition LP and its affiliate, Athyrium Opportunities II Acquisition LP to register the common stock subject to such warrants in the event we file a registration statement with the SEC under the Securities Act covering our equity securities, subject to the terms and conditions included in the warrants. Anti-Takeover Effects of Pennsylvania Law and Our Articles of Incorporation and Bylaws Pennsylvania Anti-Takeover Law Provisions of the Pennsylvania Business Corporation Law of 1988, or the manner of calculating the conversion price and conversion period; · if appropriatePBCL, a discussion of federal income tax consequences applicable to us provide, among other things, that: • we may not engage in a business combination with an “interested shareholder,” generally defined as a holder of 20% of a corporation’s voting stock, during the preferred stockfive-year period after the interested shareholder became such except under certain specified circumstances; • holders of our common stock may object to a “control transaction” involving us (a control transaction is defined as the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of a corporation), and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group”; • holders of “control shares” will not be entitled to voting rights with respect to any shares in excess of specified thresholds, including 20% voting control, until the voting rights associated with such shares are restored by the affirmative vote of a majority of disinterested shares and the outstanding voting shares of the Company; and · • any “profit,” as defined, realized by any person or group who is or was a “controlling person or group” with respect to us from the disposition of any equity securities of within 18 months after the person or group became a “controlling person or group” shall belong to and be recoverable by us. Pennsylvania-chartered corporations may exempt themselves from these and other specific termsanti-takeover provisions. Our articles of incorporation do not provide for exemption from the applicability of these or other anti-takeover provisions in the PBCL. The provisions noted above may have the effect of discouraging a future takeover attempt that is not approved by our board of directors but which individual shareholders may consider to be in their best interests or in which shareholders may receive a substantial premium for their shares over the then current market price. As a result, preferencesshareholders who might wish to participate in such a transaction may not have an opportunity to do so. The provisions may make the removal of our board of directors or management more difficult. Furthermore, rights, limitations or restrictions such provisions could result our company being deemed less attractive to a potential acquiror and/or could result in our shareholders receiving a lesser amount of consideration for their shares of our common stock than otherwise could have been available either in the preferred stock. 6market generally and/or in a takeover.