Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to time, in one or more series, which may be issued series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the The senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and, together, and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This prospectus briefly outlines section summarizes some of the provisions of the indentures. The following summary of the material provisions of the indentures and is qualified in its entirety by the provisions specific text of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections of, or defined terms of in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we Neither indenture will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and a specified trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939, as amended (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities. Accordingly, which will be set forth in for a description of the terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement filed with regard to such unindentured debt securitiesrelating thereto and the following description. The forms A form of senior the indenture and subordinated indenture are (as discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured our direct obligations and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, if any, will provide that the debt securities may be issued up without limit as to an aggregate principal amount authorized amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us and a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • the title of the series; • the price or prices (expressed as a percentage of the principal amount thereof) at which the debt securities will be issued; • any limit upon the aggregate principal amount of the debt securities which may be authenticated and delivered; • the date or dates or the method by which such date or dates will be determined on which the principal of the debt securities is payable; • the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates, at which the debt securities shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months; • the place or places where the principal of and interest, if any, on the debt securities shall be payable, or the method of such payment, if by wire transfer, mail or other means; • if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at the option of the Company; • the obligation, if any, of the Company to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder and the period or periods within which, the price or prices at which and the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; • the dates, if any, on which and the price or prices at which the debt securities will be repurchased by the Company at the option of the holders; • if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities will be issuable; • the forms of the debt securities and whether the debt securities will be issuable as global securities; • if other than the principal amount thereof, the portion of the principal amount of the debt securities that shall be payable upon declaration of acceleration of the maturity; • if other than United States dollars, the currency of denomination of the debt securities; • if other than United States dollars, the designation of the currency, currencies or currency unit designated by us units in which payment of the principal of and interest, if any, on the debt securities will be made; • if payments of principal of or interest, if any, on the debt securities are to be made in one or more currencies or currency units other than that or those in which such debt securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; • the manner in which the amounts of payment of principal of or interest, if any, on the debt securities will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; • the provisions, if any, relating to any security provided for the debt securities; • the provisions, if any, relating to any guarantees of the debt securities; • any addition to or change in the events of default which applies to any debt securities and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable; • any addition to or change in the covenants set forth in the indenture; • any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the indenture, but which may modify or delete any provision of the indenture insofar as it applies to such series); • any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to debt securities; • the date as of which any temporary global security representing outstanding securities shall be dated if other than the date of original issuance of the first debt security of the series to be issued; • the applicability, if any, of the defeasance and covenant defeasance to the debt securities and any provisions in modification of, in addition to or in lieu of any of such provisions; • if the debt securities are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary debt security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; • if the debt securities are to be issued upon the exercise of debt warrants, the time, manner and place for such debt securities to be authenticated and delivered; • whether and under what circumstances the Company will pay “additional amounts” on the debt securities to any holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such debt securities rather than pay such additional amounts (and the terms of any such option); • the obligation, if any, of the Company to permit the debt securities to be converted into or exchanged for common stock of the Company or other securities or property of the Company and the terms and conditions upon which such conversion or exchange shall be effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange period, any adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such shares for purposes of conversion or exchange); • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the debt securities or property into which such debt securities are convertible or exchangeable; • whether the debt securities are senior debt securities or subordinate debt securities and, if subordinate, the terms of such subordination; and • the applicability, if any, of the guarantee provision of the indenture and any provisions in modification, in addition to or in lieu of any of such provisions. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a either senior indenture or subordinated debt and may be convertible into or exchangeable for our capital stock. Any senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. Any subordinated debt securities will be subordinate and junior in right of payment, to be entered into between us the extent and a senior trustee to be named in a the manner described in the instrument governing such debt securities and the applicable prospectus supplement, which we refer to as the senior trusteeall or some portion of our indebtedness. We may issue subordinated Any convertible debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indentureconvertible into or exchangeable for our Common Stock or other securities of ours. Any such conversion may be mandatory or at the holder’s option and would be on terms and at a conversion rate or rates set forth in the instrument governing the applicable debt securities and the prospectus supplement relating to such debt securities. Currently, although we have substantial indebtedness, we reserve do not have any outstanding debt securities, other than our outstanding $102.7 million of Series A Bonds due 2027, which were issued in February 2022 in an offering to investors in Israel. The following description sets forth certain general terms and provisions of the right to issue debt securities other than under an indenture that we may issue pursuant to an exemption from this prospectus and the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of which such debt securities to certain unique risks arising from may be issued. This description of the lack of a trustee charged with the responsibility of monitoring indenture and the debt securities is a summary only and enforcing is incomplete and subject to, and qualified in its entirety by reference to, the rights provisions of the holders of such debt securitiesindenture, which will be set forth in a prospectus supplement has been filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed the SEC as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, the senior indenture and the subordinated indenture are referred to each applicable supplemental indenture, as the indentures and, together, the senior trustee and the subordinated trustee are referred to well as the trustees. This prospectus briefly outlines some of the provisions of the indenturesdebt securities being offered. The following summary of While we expect the material provisions of terms summarized below to apply generally to any debt securities that we may offer under this prospectus, we will describe the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference any debt securities that we may offer in this prospectus or more detail in the applicable prospectus supplement. You should review The terms of any indentures that are filed debt securities offered under a prospectus supplement may differ from the terms described below, and therefore the prospectus supplement for a particular series of debt securities may add, update or change the terms of the debt securities as exhibits described below. We urge you to carefully read any applicable prospectus supplements. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, forms a part for additional information. If we issue of any debt securities other than being offered and each applicable supplemental indenture under an indenture, we will likely be limited to issuing a maximum which any series of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit issued, setting forth the amount specific terms of such series of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredshall control. We may issue senior debt securities sell from time to time, in one or more seriesofferings under this prospectus, debt securities, which may be issued senior or subordinated. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under will enter into with a subordinated indenture to be entered into between us and a subordinated trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a prospectus supplement, which we part. We use the term “indentures” to refer to as either the senior indenture or the subordinated trusteeindenture, as applicable. While it is highly likely that any debt securities we issue The indentures will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement qualified under the Trust Indenture Act of 1939, or the Trust Indenture Act, as in effect on the date of the indenture. Any We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities issued by us other than pursuant to an indenture will subject securities, the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the subordinated debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures andare subject to, togetherand qualified in their entirety by reference to, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of all the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer indenture applicable to a particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount series of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to timesecurities, in one or more series, which as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that we may issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third party. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The debt securities will be issued under a senior indenture to be entered into one or more indentures, which are contracts between us and a senior trustee to be named in a prospectus supplementnational banking association or other eligible party, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that the terms we have summarized below will apply generally to any debt securities that we issue will be issued may offer under an indenturethis prospectus, we reserve will describe the right to issue particular terms of any debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth that we may offer in more detail in a prospectus supplement filed (and any free writing prospectus). We will issue the senior notes under the senior indenture that we will enter into with regard to such unindentured debt securitiesthe trustee named in the senior indenture. The We will issue the subordinated notes under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We will file forms of senior indenture and subordinated indenture are filed these documents as exhibits to an amendment to the registration statement of which this prospectus forms is a part. TogetherWe use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “indenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of the material provisions of the senior notes, the subordinated notes and the indentures are not complete and are qualified in their entirety by reference to all of the provisions of the indenture applicable to a particular series of debt securities. You should read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. Forms of indentures will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the Commission. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee identical. The following are referred to as the trustees. This prospectus briefly outlines some of the provisions terms relating to a series of debt securities that could be described in a prospectus supplement: ● title; ● principal amount being offered, and, if a series, the indentures. The following summary total amount authorized and the total amount outstanding; ● any limit on the amount that may be issued; ● whether we will issue the series of debt securities in global form and, if so, the material provisions terms and who the depositary will be; ● maturity date; ● principal amount due at maturity, and whether the debt securities will be issued with any original issue discount; ● whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; ● annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; ● whether the debt securities will be secured or unsecured, and the terms of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined any secured debt; ● terms of the indenturessubordination of any series of subordinated debt; ● place where payments will be payable; ● restrictions on transfer, sale or other assignment, if any; ● our right, if any, to defer payment of interest and the maximum length of any such deferral period; ● date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those sections redemption provisions; ● provisions for a sinking fund, purchase or other analogous fund, if any; ● date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities; ● whether the indenture will restrict our ability or the ability of our subsidiaries to: o incur additional indebtedness; o issue additional securities; o create liens; o pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; o redeem capital stock; o place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; o make investments or other restricted payments; o sell or otherwise dispose of assets; o enter into sale-leaseback transactions; o engage in transactions with shareholders or affiliates; o issue or sell stock of our subsidiaries; or o effect a consolidation or merger; ● whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; ● a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; ● information describing any book-entry features; ● procedures for any auction or remarketing, if any; ● whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined terms in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; ● denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; ● if other than dollars, the currency in which the series of debt securities will be denominated; and ● any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are incorporated by reference in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities. We will set forth in the applicable prospectus supplement. You should review any indentures that are filed as exhibits to supplement or free writing prospectus the registration statement terms on which a series of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to an aggregate principal amount authorized from time whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to time by us and may which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be payable subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in any currency the event of our merger or currency unit designated by us or in amounts determined by reference to an indexconsolidation with another entity.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes of the terms of the debt securities sets forth general terms that may apply to the debt securities and provisions of the indenture that will govern the debt securities, and is not complete. We will describe the specific particular terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredthose debt securities. We may issue Our senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indentureindenture between us and a trustee, we reserve the right to issue debt securities other than under a form of which is incorporated by reference into this prospectus and attached as an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits exhibit to the registration statement of which this prospectus forms is a part. Together, The indenture relating to the senior indenture and the subordinated indenture are debt securities, as amended or otherwise supplemented by any supplemental indentures, is referred to herein as the indentures and“senior indenture.” Our subordinated debt securities will be issued under an indenture between us and a trustee, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some a form of the provisions of the indentures. The following summary of the material provisions of the indentures which is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in into this prospectus or the applicable prospectus supplement. You should review any indentures that are filed and attached as exhibits an exhibit to the registration statement of which this prospectus forms is a part for additional informationpart. If we issue The indenture relating to the subordinated debt securities, as amended or otherwise supplemented by any supplemental indentures, is referred to herein as the “subordinated indenture.” The senior indenture and the subordinated indenture are sometimes referred to in this prospectus collectively as the “indenture.” See “Where You Can Find More Information.” The following is a summary of some provisions of the indenture. The following summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture, including the definitions of specified terms used in the indenture, and the debt securities. We encourage you to read the indenture and the debt securities other than under an indenturebecause they, we and not this description, set forth your rights as a holder of our debt securities. We will likely be limited to issuing a maximum describe the particular terms of $50 million of such any debt securities and it is also likely that such in the prospectus supplement relating to those debt securities will be unsecured and subordinatedsecurities. Any Parenthetical section references under this heading are references to sections in the indenture regarding debt securities issued by us will not limit the amount of debt securities that unless we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexindicate otherwise.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements or any related free writing prospectus or other offering materials, as applicable, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement relating to the series and or any applicable related free writing prospectus that we authorize to be deliveredor other offering materials, as applicable, shall control. We may issue senior debt securities sell from time to time, in one or more seriesofferings under this prospectus, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to timesecurities, in one or more series. These debt securities that we may issue include senior debt securities, which may be issued senior subordinated debt securities, subordinated debt securities, convertible debt securities, and exchangeable debt securities. We will issue any such senior debt securities under a subordinated senior indenture to be entered that we will enter into between us and with a subordinated trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture. We use the term “indentures” to refer to as either the senior indenture or the subordinated trusteeindenture, as applicable. While it is highly likely that any debt securities we issue The indentures will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement qualified under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject , as amended (the purchasers of such debt securities to certain unique risks arising from “Trust Indenture Act”), as in effect on the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights date of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard indenture. We use the term “debenture trustee” to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits refer to either the registration statement of which this prospectus forms a part. Together, trustee under the senior indenture and or the trustee under the subordinated indenture are referred to indenture, as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indenturesapplicable. The following summary of description, together with the material provisions of the indentures additional information we may include in any applicable prospectus supplement, information or document incorporated by reference, related free writing prospectus, or other offering materials, as applicable, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions form of indenture filed as an exhibit to the indenturesRegistration Statement of which the prospectus is a part, including definitions as it may be supplemented, amended, or modified from time to time, as well as the notes and supplemental agreement relating to each series of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are debt securities that will be incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this Registration Statement that includes the prospectus forms or as exhibits to a part for additional information. If Current Report on Form 8-K if we issue offer debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes This section describes the general terms and provisions of the debt securities. We will describe the specific terms of the our debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize may issue from time to be deliveredtime. We may issue senior debt securities from time to timesecurities, in one or more series, which may be issued under a as either senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue or subordinated debt securities from time to time, in one or more series, which may be issued under a as senior or subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeconvertible debt. While it is highly likely the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, the applicable prospectus supplement or free writing prospectus will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we are also referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue will be issued under an indenture, we reserve the right to issue any senior debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939senior indenture that we will enter into with the trustee named in the senior indenture. Any We will issue any subordinated debt securities issued by us other than pursuant under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to an indenture will subject the purchasers registration statement, of such which this prospectus is a part, and supplemental indentures and forms of debt securities to certain unique risks arising from containing the lack terms of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which being offered will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. TogetherThe indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexidentical.

DESCRIPTION OF DEBT SECURITIES. We Subject to the terms of our existing senior secured notes or other debt facilities we may enter into in the future, we may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to time, in one or more series, which may be issued series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as supplement (the “senior trustee”). We may issue subordinated debt securities from time to time, in one or more series, which may be issued series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as supplement (the “subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities”). The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the The senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and, together, and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This prospectus briefly outlines section summarizes some of the provisions of the indentures. The following summary of the material provisions of the indentures and is qualified in its entirety by the provisions specific text of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections of, or defined terms of in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we Neither indenture will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes is a summary of the general terms and provisions of the debt securities. We will describe file a prospectus supplement that may contain additional terms when we issue debt securities. The terms presented here, together with the specific terms in a related prospectus supplement, together with any pricing supplement or term sheet, will be a description of the material terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredsecurities. We may issue senior debt securities issue, from time to time, debt securities, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which . These debt securities that we refer to as the senior trustee. We may issue include senior debt securities, senior subordinated debt securities, subordinated debt securities, convertible debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeexchangeable debt securities. While it is highly likely that any The debt securities we issue offer will be issued under an indenture between us and the trustee named in the indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of The following is a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights summary of the holders material provisions of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms the form of senior indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, All capitalized terms have the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used meanings specified in the indenturesindenture. Wherever we refer to particular sections or defined terms For each series of the indenturesdebt securities, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplementsupplement for the series may change and supplement the summary below. You should review any indentures that are filed as exhibits As used in this section only, “we,” “us” and “our” refer to Vincerx Pharma, Inc. excluding our subsidiaries, unless expressly stated or the registration statement of which this prospectus forms a part for additional informationcontext otherwise requires. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any The indenture regarding debt securities issued by us will does not limit the amount of debt securities that we may issue. The It provides that we may issue debt securities for any series of debt securities up to the principal amount that we may authorize. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us. For each series of debt securities, any restrictive covenants for those debt securities will be described in the applicable indentureprospectus supplement for those debt securities. We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics. Special United States federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement. You should refer to the prospectus supplement relating to a particular series of debt securities for a description of the following terms of the debt securities offered by that prospectus supplement and by this prospectus: • the title of those debt securities; • any limit on the aggregate principal amount of that series of debt securities; • the date or dates on which principal and premium, if any, will provide that of the debt securities of that series is payable; • the interest rate or rates (which may be issued up fixed or variable) or the method used to an aggregate determine the rate or rates, and the date or dates from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable and related record dates; • the right, if any, to extend the interest payment periods and the duration of the extensions; • if the amount of payments of principal amount authorized from time or interest is to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexindex or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto; • the place or places where and the manner in which principal, premium, if any, and interest, if any, on the debt securities of that series will be payable and the place or places where those debt securities may be presented for transfer and, if applicable, conversion or exchange; • the period or periods within which, the price or prices at which and other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our option or the option of a holder of those securities, if we or a holder is to have that option; • our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of those securities, and the terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation; • the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to our other debt; • the denominations in which those debt securities will be issuable; • if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations; • whether any securities of that series are to be issued in whole or in part in the form of one or more global securities and the depositary for those global securities; • if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those securities, in securities or other property, the type and amount of those securities or other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made; • the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this prospectus; • conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto; • whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture; • the nature and terms of any security for any secured debt securities; • the terms applicable to any debt securities issued at a discount from their stated principal amount; and • any other specific terms of any debt securities. The applicable prospectus supplement will present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted. Debt securities may be convertible into or exchangeable for shares of our equity securities or other securities. The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following: • the conversion or exchange price; • the conversion or exchange period; • provisions regarding our ability or the ability of any holder to convert or exchange the debt securities; • events requiring adjustment to the conversion or exchange price; and • provisions affecting conversion or exchange in the event of our redemption of the debt securities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredshall control. We may issue senior debt securities sell from time to time, in one or more seriesofferings under this prospectus, debt securities, which may be issued senior or subordinated. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under will enter into with a subordinated indenture to be entered into between us and a subordinated trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a prospectus supplement, which we part. We use the term “indentures” to refer to as either the senior indenture or the subordinated trusteeindenture, as applicable. While it is highly likely that any debt securities we issue The indentures will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. Any We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities issued by us other than pursuant to an indenture will subject securities, the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the subordinated debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures andare subject to, togetherand qualified in their entirety by reference to, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of all the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer indenture applicable to a particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount series of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes describes the general terms and provisions of the debt securities we may offer. When we offer to sell particular debt securities. We , we will describe the specific terms of the any debt securities and offered from time to time in a supplement to this prospectus, which may supplement or change the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredterms outlined below. We may issue secured or unsecured and senior or subordinated debt securities. Particular debt securities may have different terms. The senior debt securities from time to time, in will be issued under one or more seriessenior indentures, which may be issued under dated as of a senior indenture date prior to be entered into such issuance, between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities amended or supplemented from time to time, in . Any subordinated debt securities will be issued under one or more seriessubordinated indentures, which may be issued under dated as of a subordinated indenture date prior to be entered into such issuance, between us and a subordinated trustee to be named in a prospectus supplement, which we refer as amended or supplemented from time to as the subordinated trusteetime. While it is highly likely that any debt securities we issue The indentures will be issued under an indenture, we reserve subject to and governed by the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the United States Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged We have filed with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The SEC forms of senior indenture and subordinated indenture are filed these documents as exhibits to the registration statement of which this prospectus forms a part. Together, For the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined complete terms of the indenturesdebt securities, those sections or defined terms are incorporated by reference in this prospectus or you should refer to the applicable prospectus supplementsupplement and the form of indentures for those particular debt securities. You should review We encourage you to read the applicable prospectus supplement and the form of indenture for those particular debt securities before you purchase any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional informationour debt securities. If we issue offer debt securities other than under an indenturesecurities, we will likely be limited to issuing a maximum describe the specific terms of $50 million of such the debt securities in a prospectus supplement, including: the title of the debt securities; the aggregate principal amount of the debt securities, the percentage of the principal amount at which the debt securities will be issued and it is also likely that the date or dates when the principal of the debt securities will be payable or how those dates will be determined; whether the amount of payments of principal of, or premium, if any, or interest on, the debt securities will be determined with reference to an index, formula or other method, which could be based on one or more commodities, equity indices or other indices, and how these amounts will be determined; provisions with respect to the subordination of the rights of holders of the debt securities to other security holders or creditors; whether such debt securities will be unsecured convertible into or exchangeable for any other securities and, if so, the terms and subordinated. Any indenture regarding conditions upon which such debt securities issued by us will not limit be so convertible or exchangeable and any applicable limitations on ownership or transferability of such other securities received on conversion; the amount person to whom any interest in a debt security will be payable, if other than the registered holder at the close of business on the regular record date; the interest rate or rates, which may be fixed or variable, that the debt securities that we may issue. The debt securities or applicable indenturewill bear, if any, and how the rate or rates will provide that be determined; the date or dates from which any interest will accrue or how the date or dates will be determined, the date or dates on which any interest will be payable, any regular record dates for these payments or how these dates will be determined and the basis on which any interest will be calculated, if other than on the basis of a 360-day year of twelve 30-day months; the place or places of payment, transfer, conversion and exchange of the debt securities and where notices or demands to or upon us in respect of the debt securities may be served; any provisions granting special rights to the holders of the debt securities upon the occurrence of specified events, including but not limited to any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payments of such debt security, or the method for determining the make-whole amount; any optional redemption provisions; provisions relating to subsidiary guarantees, if any; any sinking fund or other provisions that would obligate us to repurchase or redeem the debt securities; any changes or additions to the events of default under the applicable indenture or our covenants, including additions of any restrictive covenants, with respect to the debt securities; any changes or additions to the provisions concerning defeasance and covenant defeasance contained in the indentures that will be applicable to the debt securities; if other than the trustee, the name of any paying agent, security registrar and transfer agent for the debt securities; if the debt securities are not to be issued up in book-entry form only and held by The Depository Trust Company, or DTC, as depositary, the form of such debt securities, including whether such debt securities are to an aggregate principal amount authorized from time to time by us be issuable in permanent or temporary global form, as registered securities, bearer securities or both, any restrictions on the offer, sale or delivery of bearer securities and the terms, if any, upon which bearer securities may be payable in any exchanged for registered securities and vice versa, if permitted by applicable law and regulations; the currency or currency unit designated by currencies of such debt securities; the denomination or denominations that the debt securities will be issued, if other than denominations of $1,000 or any integral multiples in the case of the registered securities and $5,000 or any integral multiples in the case of the bearer securities; whether and under what circumstances we will pay additional amounts to holders in respect of any tax assessment or government charge, and, if so, whether we will have the option to redeem the debt securities rather than pay such additional amounts; and the name of the trustee and the nature of any material relationship with us or in amounts determined by reference any of our affiliates, and the percentage of debt securities of the class necessary to an indexrequire the trustee to take action.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and U.S. Bank National Association, as trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939, as amended (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities. Accordingly, which will be set forth in for a description of the terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement filed with regard to such unindentured debt securitiesrelating thereto and the following description. The forms A form of senior the indenture and subordinated indenture are (as discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured our direct obligations and subordinated. Any indenture regarding may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us will a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not limit be issued at the amount same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities that we may issue. The debt being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities; • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible into shares of our common stock or preferred stock and the terms and conditions upon which a conversion will be effected, including the initial conversion price or rate and the conversion period; • if convertible, the portion of the principal amount that is convertible into common stock or preferred stock, or the method by which any portion will be determined; • if convertible, any applicable indenturelimitations on the ownership or transferability of the common stock or preferred stock into which they are convertible; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined, the person to whom the interest will be payable, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will provide that debt securities be payable, where they may be issued up surrendered for conversion or registration of transfer or exchange and where notices or demands to an aggregate principal amount authorized from time to time by or upon us and may be payable served; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and payable, which may be a foreign currency unit designated by us or in amounts units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined by with reference to an index, formula or other method (which index, formula or method may, but need not be, based upon a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default or covenants set forth in the indenture; • any provisions for collateral security for their repayment; • whether they will be issued in certificated or book-entry form; • whether they will be in registered or bearer form and, if in registered form, the denominations if other than $1,000 and any integral multiple thereof and, if in bearer form, the denominations and related terms and conditions; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following is a general description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities we may issue from time to time unless we provide otherwise in the applicable prospectus supplement. Particular terms of any debt securities we offer will be described in the prospectus supplement relating to the series such debt securities. As required by Federal law for all bonds and any applicable free writing prospectus notes of companies that we authorize to be delivered. We may issue senior debt securities from time to timeare publicly offered, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under governed by a document called an “indenture, we reserve ,” the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act form of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are is filed as exhibits an exhibit to the registration statement of which this prospectus forms a part. TogetherWe have summarized the general features of the debt securities to be governed by the indenture. The summary is not complete. An indenture is a contract between us and a financial institution acting as trustee on behalf of the holders of the debt securities, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the senior indenture and trustee can enforce holders’ rights against us if we default. There are some limitations on the subordinated indenture are referred extent to as which the indentures andtrustee acts on holders’ behalf, togetherdescribed in the second paragraph under “Description of Debt Securities—Events of Default.” Second, the senior trustee performs certain administrative duties, such as sending interest and principal payments to holders. Because this section is a summary, it does not describe every aspect of any debt securities we may issue or the subordinated trustee are referred to as the trusteesindenture governing any such debt securities. This prospectus briefly outlines some Particular terms of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used any debt securities we offer will be described in the indentures. Wherever prospectus supplement relating to such debt securities, and we refer urge you to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or read the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an executed indenture, we which will likely be limited to issuing a maximum filed with the SEC at the time of $50 million any offering of debt securities, because it, and not this description, will define the rights of holders of such debt securities. A prospectus supplement will describe the particular terms of any series of debt securities and it is also likely that such we may issue, including some or all of the following: · the designation or title of the series of debt securities; · the total principal amount of the series of debt securities, the denominations in which the offered debt securities will be unsecured issued and subordinated. Any indenture regarding whether the offering may be reopened for additional securities of that series and on what terms; · the percentage of the principal amount at which the series of debt securities will be offered; · the date or dates on which principal will be payable; · the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any; · the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable; · the terms for redemption, extension or early repayment, if any; · the currencies in which the series of debt securities are issued by us will not limit and payable; · whether the amount of payments of principal, interest or premium, if any, on a series of debt securities that will be determined with reference to an index, formula or other method and how these amounts will be determined; · the place or places of payment, transfer, conversion and/or exchange of the debt securities; · the provision for any sinking fund; · any restrictive covenants; · events of default; · whether the series of debt securities are issuable in certificated form; · any provisions for legal defeasance or covenant defeasance; · whether and under what circumstances we may issuewill pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option); · any provisions for convertibility or exchangeability of the debt securities into or for any other securities; · whether the debt securities are subject to subordination and the terms of such subordination; · any listing of the debt securities on any securities exchange; · if applicable, a discussion of certain U.S. Federal income tax considerations, including those related to original issue discount, if applicable; and · any other material terms. The debt securities may be secured or applicable indentureunsecured obligations. Unless the prospectus supplement states otherwise, principal, interest and premium, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time paid by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indeximmediately available funds.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes is a summary of the general terms and provisions of the debt securities. We will describe file a prospectus supplement that may contain additional terms when we issue debt securities. The terms presented here, together with the specific terms in a related prospectus supplement, together with any pricing supplement or term sheet, will be a description of the material terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredsecurities. We may issue senior debt securities issue, from time to time, debt securities, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which . These debt securities that we refer to as the senior trustee. We may issue include senior debt securities, senior subordinated debt securities, subordinated debt securities, convertible debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeexchangeable debt securities. While it is highly likely that any The debt securities we issue offer will be issued under an indenture between us and the trustee named in the indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of The following is a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights summary of the holders material provisions of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms the form of senior indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, All capitalized terms have the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used meanings specified in the indentures. Wherever we refer to particular sections or defined terms For each series of the indenturesdebt securities, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplementsupplement for the series may change and supplement the summary below. You should review As used in this section only, “we,” “us” and “our” refer to Plus Therapeutics, Inc. excluding any indentures that are filed as exhibits to subsidiaries, unless expressly stated or the registration statement of which this prospectus forms a part for additional informationcontext otherwise requires. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any The indenture regarding debt securities issued by us will does not limit the amount of debt securities that we may issue. The It provides that we may issue debt securities for any series of debt securities up to the principal amount that we may authorize. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us. For each series of debt securities, any restrictive covenants for those debt securities will be described in the applicable indentureprospectus supplement for those debt securities. We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics. Special United States federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement. You should refer to the prospectus supplement relating to a particular series of debt securities for a description of the following terms of the debt securities offered by that prospectus supplement and by this prospectus: • the title of those debt securities; • any limit on the aggregate principal amount of that series of debt securities; • the date or dates on which principal and premium, if any, will provide that of the debt securities of that series is payable; • the interest rate or rates (which may be issued up fixed or variable) or the method or methods used to an aggregate determine the rate or rates, and the date or dates from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable and related record dates, and the maturity; • the right, if any, to extend the interest payment periods and the duration of the extensions; • if the amount of payments of principal amount authorized from time or interest is to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexindex or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto; • the place or places where and the manner in which principal of, premium, if any, and interest, if any, on the debt securities of that series will be payable and the place or places where those debt securities may be presented for transfer and, if applicable, conversion or exchange; • the period or periods within which, the price or prices at which, and other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our option or the option of a holder of those securities, if we or a holder is to have that option; • our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of those securities, and the terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation; • the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to our other debt; • the denominations in which those debt securities will be issuable; • if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations; • whether any securities of that series are to be issued in whole or in part in the form of one or more global securities and the depositary for those global securities; • if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those securities, in securities or other property, the type and amount of those securities or other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made; • the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this prospectus; • conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto; • whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture; • the nature and terms of any security for any secured debt securities; • the terms applicable to any debt securities issued at a discount from their stated principal amount; and • any other specific terms of any debt securities. The applicable prospectus supplement will present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted. Debt securities may be convertible into or exchangeable for shares of our equity securities or other securities. The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following: • the conversion or exchange price; • the conversion or exchange period; • provisions regarding our ability or the ability of any holder to convert or exchange the debt securities; • events requiring adjustment to the conversion or exchange price; and • provisions affecting conversion or exchange in the event of our redemption of the debt securities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securitiessecurities that Iterum Therapeutics plc may offer and sell from time to time. We will describe the specific terms of the debt securities offered through that prospectus supplement, as well as any general terms and provisions described in this section that will not apply to those debt securities. As used in this “Description of Debt Securities,” the term “debt securities” means the senior and subordinated debt securities that we issue and the extenttrustee authenticates and delivers under the applicable indenture. When we refer to “the Company,” “we,” “our,” and “us” in this section, if anywe mean Iterum Therapeutics plc excluding, to which unless the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredcontext otherwise requires or as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to time, in one or more series, which may be issued series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the The senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and, together, and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This prospectus briefly outlines section summarizes some of the provisions of the indentures. The following summary of the material provisions of the indentures and is qualified in its entirety by the provisions specific text of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections of, or defined terms of in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we Neither indenture will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to Set forth below is the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the summary of certain general terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We will describe the specific The particular terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities we offer will be described in the a prospectus supplement relating to such series. We will also indicate in the applicable prospectus supplement to what extent the general terms and provisions described in this prospectus apply to a particular series and any applicable free writing prospectus that we authorize to be deliveredof debt securities. We may issue debt securities either separately, together with, or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in the applicable prospectus supplement, the debt securities will be our direct, unsecured obligations and may be issued in one or more series. We may issue debt securities from time to time, time in one or more series, which may be issued under in each case with the same or various maturities, at par or at a senior indenture to be entered into between us and a senior trustee to be named discount. Unless indicated in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated additional debt securities from of a particular series without the consent of the holders of the debt securities of such series outstanding at the time to timeof the issuance. Any such additional debt securities, in one or more together with all other outstanding debt securities of that series, which may be issued under will constitute a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any single series of debt securities we issue under the applicable indenture and will be equal in ranking. The debt securities will be issued under an indenture, we reserve the right indenture between our Company and a trustee qualified to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement act as such under the Trust Indenture Act of 19391939 (the “Trust Indenture Act”), to be named in an applicable prospectus supplement. Any debt securities issued by us We will also provide in the applicable prospectus supplement certain other than pursuant information related to an indenture will subject the purchasers trustee, including a description of such debt securities to certain unique risks arising from the lack of a trustee charged any relationship we have with the responsibility of monitoring trustee. The following statements relating to the debt securities and enforcing the rights indenture are summaries only, do not purport to be complete, and are subject in their entirety to the detailed provisions of the holders indenture, the form of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are is filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, You should read the senior indenture and the subordinated indenture are referred for provisions that may be important to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trusteesyou. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain Capitalized terms used in the indentures. Wherever we refer to particular sections or summary and not defined terms of herein have the indentures, those sections or defined terms are incorporated by reference meanings specified in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses, summarizes the general material terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredmay offer under this prospectus. We may issue senior debt securities from time to timesecurities, in one or more series, which may be issued under a as either senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue or subordinated debt securities from time to time, in one or more series, which may be issued under a as senior or subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeconvertible debt. While it is highly likely the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we issue will be issued offer under an indenturea prospectus supplement may differ from the terms we describe below. However, no prospectus supplement shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. As of the date of this prospectus, we reserve have no outstanding registered debt securities. Unless the right context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939senior indenture that we will enter into with the trustee named in the senior indenture. Any We will issue any subordinated debt securities issued by us other than pursuant under the subordinated indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to an indenture will subject the purchasers registration statement, of such which this prospectus is a part, and supplemental indentures and forms of debt securities to certain unique risks arising from containing the lack terms of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which being offered will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. TogetherThe indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexidentical.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities in one or more series, which may be senior debt securities or subordinated. We refer to the senior subordinated debt securities and the subordinated debt securities collectively as debt securitieswhich may be convertible into another security. The following description summarizes the briefly sets forth certain general terms and provisions of the debt securities. We will describe the specific The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which the following general terms and provisions summarized below may apply to any series of the debt securities, will be described in an accompanying prospectus supplement. Unless otherwise specified in an accompanying prospectus supplement, our debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to will be delivered. We may issue senior debt securities from time to time, issued in one or more series, which may be issued series under a senior an indenture to be entered into between us and a senior the trustee to be named in a prospectus supplement, which we refer to as the senior trusteetherein. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from A form of the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to is attached as an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits exhibit to the registration statement of which this prospectus forms a part. Together, The terms of the senior debt securities will include those set forth in the indenture and those made a part of the subordinated indenture are referred to as by the indentures andTrust Indenture Act of 1939 (“TIA”). You should read the summary below, together, the senior trustee any accompanying prospectus supplement and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indenturesindenture in their entirety before investing in our debt securities. The following summary aggregate principal amount of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than that may be issued under an indenture, we will likely be limited the indenture is unlimited. The prospectus supplement relating to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount any series of debt securities that we may issueoffer will contain the specific terms of the debt securities. The These terms may include, among others, the following: ● the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount of such series; ● any applicable subordination provisions for any subordinated debt securities; ● the maturity date(s) or method for determining same; ● the interest rate(s) or the method for determining same; ● the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof; ● whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions; ● redemption or early repayment provisions; ● authorized denominations; ● if other than the principal amount, the principal amount of debt securities payable upon acceleration; ● place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made; ● the form or forms of the debt securities of the series including such legends as may be required by applicable indenturelaw; ● whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance; ● whether the debt securities are secured and the terms of such security; ● the amount of discount or premium, if any, will provide that with which the debt securities may will be issued up issued; ● any covenants applicable to an aggregate principal amount authorized from time the particular debt securities being issued; ● any additions or changes in the defaults and events of default applicable to time by us the particular debt securities being issued; ● the guarantors of each series, if any, and may be payable in any currency the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; ● the currency, currencies or currency unit designated by us units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable; ● the time period within which, the manner in which and the terms and conditions upon which we or in amounts determined by reference the holders of the debt securities can select the payment currency; ● our obligation or right to an indexredeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; ● any restriction or conditions on the transferability of the debt securities; ● provisions granting special rights to holders of the debt securities upon occurrence of specified events; ● additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities; ● provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and ● any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to timesecurities, in one or more series, which as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that we may issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third party. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The debt securities will be issued under a senior indenture to be entered into one or more indentures, which are contracts between us and a senior trustee to be named in a prospectus supplementnational banking association or other eligible party, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that the terms we have summarized below will apply generally to any debt securities that we issue will be issued may offer under an indenturethis prospectus, we reserve will describe the right to issue particular terms of any debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth that we may offer in more detail in a prospectus supplement filed (and any free writing prospectus). We will issue the senior notes under the senior indenture that we will enter into with regard to such unindentured debt securitiesthe trustee named in the senior indenture. The We will issue the subordinated notes under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We will file forms of senior indenture and subordinated indenture are filed these documents as exhibits to an amendment to the registration statement of which this prospectus forms is a part. TogetherWe use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “indenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of the material provisions of the senior notes, the subordinated notes and the indentures are not complete and are qualified in their entirety by reference to all of the provisions of the indenture applicable to a particular series of debt securities. You should read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. Forms of indentures will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the Commission. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee identical. The following are referred to as the trustees. This prospectus briefly outlines some of the provisions terms relating to a series of debt securities that could be described in a prospectus supplement: • title; • principal amount being offered, and, if a series, the indentures. The following summary total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether we will issue the series of debt securities in global form and, if so, the material provisions terms and who the depositary will be; • maturity date; • principal amount due at maturity, and whether the debt securities will be issued with any original issue discount; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether the debt securities will be secured or unsecured, and the terms of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined any secured debt; • terms of the indenturessubordination of any series of subordinated debt; • place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment of interest and the maximum length of any such deferral period; • date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those sections redemption provisions; • provisions for a sinking fund, purchase or other analogous fund, if any; • date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities; • whether the indenture will restrict our ability or the ability of our subsidiaries to: o incur additional indebtedness; o issue additional securities; o create liens; o pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; o redeem capital stock; o place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; o make investments or other restricted payments; o sell or otherwise dispose of assets; o enter into sale-leaseback transactions; o engage in transactions with shareholders or affiliates; o issue or sell stock of our subsidiaries; or o effect a consolidation or merger; • whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • procedures for any auction or remarketing, if any; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined terms in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • if other than dollars, the currency in which the series of debt securities will be denominated; and • any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are incorporated by reference in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities. We will set forth in the applicable prospectus supplement. You should review any indentures that are filed as exhibits to supplement or free writing prospectus the registration statement terms on which a series of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to an aggregate principal amount authorized from time whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to time by us and may which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be payable subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in any currency the event of our merger or currency unit designated by us or in amounts determined by reference to an indexconsolidation with another entity.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredshall control. We may issue senior debt securities sell from time to time, in one or more seriesofferings under this prospectus, debt securities, which may be issued senior or subordinated. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under will enter into with a subordinated indenture to be entered into between us and a subordinated trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a prospectus supplement, which we part. We use the term "indentures” to refer to as either the senior indenture or the subordinated trusteeindenture, as applicable. While it is highly likely that any debt securities we issue The indentures will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. Any We use the term "debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities issued by us other than pursuant to an indenture will subject securities, the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the subordinated debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures andare subject to, togetherand qualified in their entirety by reference to, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of all the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer indenture applicable to a particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount series of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. When we refer to “the Company,” “we,” “our,” and “us” in this section, we mean Nabriva Therapeutics plc excluding, unless the context otherwise requires or as otherwise expressly stated, our subsidiaries. We may issue senior debt securities from time to time, in one or more series, which may be issued series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the The senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and, together, and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This prospectus briefly outlines section summarizes some of the provisions of the indentures. The following summary of the material provisions of the indentures and is qualified in its entirety by the provisions specific text of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections of, or defined terms of in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we Neither indenture will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and a specified trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939 (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities. Accordingly, which will be set forth in for a description of the terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement filed with regard to such unindentured debt securitiesrelating thereto and the following description. The forms A form of senior the indenture and subordinated indenture are (as discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured our direct obligations and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by a resolution of the board of trustees or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. • their title and whether they are senior securities or subordinated securities; • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible or exchangeable into our common stock, other securities or other property and the terms and conditions upon which a conversion or exchange will be effected, including the initial conversion or exchange price or rate and the conversion or exchange period, any adjustments to the foregoing and any requirements relative to the reservation of shares for purposes of conversion or exchange; • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible or exchangeable; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will provide that debt securities be payable, or the method of such payment, if by wire transfer, mail or other means; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be issued up redeemed, as a whole or in part, at our option, if we are to an aggregate have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and in which any payments of principal amount authorized from time to time by us (and premium, if any) or interest, if any, are payable, which may be payable in any a foreign currency or units of two or more foreign currencies or a composite currency unit designated by us or in amounts currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined by with reference to an index, formula or other method (which index, formula or method may, but need not be, based on a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default, to the rights of the trustee or the holders to declare the principal amount thereof due and payable, or to the covenants, in each case as set forth in the indenture; • any provisions for collateral security for their repayment; • any provisions relating to guarantees; • any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents; • whether they will be issued in certificated or book-entry form; • the date any temporary global security will be dated if other than the date of original issuance of the first security of such series to be issued; • if issued in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions; • if to be issued upon the exercise of debt warrants, the time, manner and place to be authenticated and delivered; • the denominations if other than $1,000 and any integral multiple thereof; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control. Investors should review the accompanying prospectus supplement for information with respect to any deletions from, modifications of or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and U.S. Bank Trust Company, National Association, as trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939, as amended (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities. Accordingly, which will be set forth in for a description of the terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement filed with regard to such unindentured debt securitiesrelating thereto and the following description. The forms A form of senior the indenture and subordinated indenture are (as discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured our direct obligations and subordinated. Any indenture regarding may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us will a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not limit be issued at the amount same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities that we may issue. The debt being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities (including their ranking and terms of any subordination provisions); • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible into shares of our common stock or preferred stock and the terms and conditions upon which a conversion will be effected, including the initial conversion price or rate and the conversion period; • if convertible or exchangeable, the portion of the principal amount that is convertible or exchangeable into common stock or preferred stock, or the method by which any portion will be determined; • if convertible or exchangeable, any applicable indenturelimitations on the ownership or transferability of the common stock or preferred stock into which they are convertible or exchangeable; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; 17 • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined, the person to whom the interest will be payable, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will provide that debt securities be payable, where they may be issued up surrendered for conversion or registration of transfer or exchange and where notices or demands to an aggregate principal amount authorized from time to time by or upon us and may be payable served; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and payable, which may be a foreign currency unit designated by us or in amounts units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined by with reference to an index, formula or other method (which index, formula or method may, but need not be, based upon a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default or covenants set forth in the indenture; • any provisions for collateral security or guarantees for their repayment; • whether they will be issued in certificated or book-entry form; • whether they will be in registered or bearer form and, if in registered form, the denominations if other than $1,000 and any integral multiple thereof and, if in bearer form, the denominations and related terms and conditions; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. Each series of debt securities may have different terms. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue As used in this prospectus, the term “debt securities” includes the debt securities being offered by this prospectus and all other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will under the indentures. The indentures: • do not limit the amount of debt securities that we may issue; • allow us to issue debt securities in one or more series; • do not require us to issue all of the debt securities of a series at the same time; and • allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series. Unless otherwise provided in the applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “— Subordination” and in the applicable prospectus supplement. Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustee with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture. The prospectus supplement for each offering will provide the following terms, where applicable: • the title of the debt securities and whether they are senior or subordinated; • the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized; • the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or other securities of ours or the method by which any such portion shall be determined; • if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable indenturelimitations on the ownership or transferability of common stock or other securities of ours received on conversion; • the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; • the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined; • the date or dates, or the method for determining the date or dates, from which interest will accrue; • the dates on which interest will be payable; • the record dates for interest payment dates, or the method by which such dates will be determined; • the persons to whom interest will be payable; • the place or places where the principal of, and any premium or make-whole amount, and interest on, the debt securities will be payable; • where the debt securities may be surrendered for registration of transfer or conversion or exchange; • the times, prices and other terms and conditions upon which we may redeem the debt securities; • any obligation we have to redeem, repay or repurchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or repurchase the debt securities as a result of such obligation; • the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars; • whether the principal of, and any premium or make-whole amount, or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions; • whether the debt securities will be in registered form, bearer form, or both, and (i) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (ii) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity; • any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa, if permitted by applicable laws and regulations; • whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may, or shall be required to, exchange their interests for other debt securities of the series, and the manner in which interest shall be paid; • the identity of the depositary for securities in registered form, if such series are to be issuable as a global security; • the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture; • whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge; • whether and under what circumstances the debt securities being offered are convertible into common stock or other securities of ours, as the case may be, including the conversion price or rate and the manner or calculation thereof; • the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action; and • any other terms of such debt securities not inconsistent with the provisions of the applicable indenture. We may issue debt securities that provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We refer to any such debt securities throughout this prospectus as “original issue discount securities.” The applicable prospectus supplement will describe the United States federal income tax consequences and other relevant considerations applicable to original issue discount securities. Except as described under “— Merger, Consolidation or Sale of Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (i) would limit our ability to incur indebtedness or (ii) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us, or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets. Our governing instruments do not define the term “substantially all” as it relates to the sale of assets. Additionally, Delaware cases interpreting the term “substantially all” rely upon the facts and circumstances of each particular case. Consequently, to determine whether a sale of “substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public. We will provide you with more information in the applicable prospectus supplement regarding any deletions, modifications, or additions to the events of default or covenants that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in are described below, including any currency addition of a covenant or currency unit designated by us other provision providing event risk or in amounts determined by reference to an indexsimilar protection.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to timesecurities, in one or more series, which as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may be issued offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplementsupplement may differ from the terms described below. Unless the context requires otherwise, which whenever we refer to as the indentures, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue the senior trusteedebt securities under the senior indenture that we will enter into with the trustee named in the senior indenture. We may will issue the subordinated debt securities from time to time, in one or more series, which may be issued under a the subordinated indenture to be entered that we will enter into between us and a subordinated with the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. While it is highly likely that any debt securities we issue The indentures will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement qualified under the Trust Indenture Act of 1939, as amended (the “TIA”). Any We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. We have filed forms of indentures as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities issued by us other than pursuant to an indenture will subject containing the purchasers terms of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which being offered will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. TogetherThe following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexidentical.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may issue senior debt securities from time to time, in one or more series, which may be issued under a as either senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue or subordinated debt securities from time to time, in one or more series, which may be issued under a as senior or subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeconvertible debt. While it is highly likely the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we issue will be issued offer under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to such unindentured the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. The forms of We will issue any senior debt securities under the senior indenture and that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the subordinated indenture are filed that we will enter into with the trustee named in the subordinated indenture. We will file these documents as exhibits to the registration statement of which this prospectus forms is a part, or will incorporate by reference from reports that we file with the SEC. TogetherThe indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the subordinated indenture are referred to as the indentures andwill be subject to, togetherand qualified in their entirety by reference to, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some all of the provisions of the indenturesindenture applicable to a particular series of debt securities. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer We urge you to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or read the applicable prospectus supplement. You should review supplement or free writing prospectus and any indentures that are filed as exhibits related free writing prospectuses related to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexsecurities.