Common use of Dilution Clause in Contracts

Dilution. If you invest in our Common Stock, you will experience immediate and substantial dilution to the extent of the difference between the public offering price of our Common Stock in this offering and the adjusted net tangible book value per share of our Common Stock immediately after the offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our sale in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed offering price of $8.74 per share (the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 22, 2021) and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 would have been approximately $31,541,375, or $0.40 per share of Common Stock. This represents an immediate increase in net tangible book value of $0.61 per share to existing stockholders and immediate dilution in net tangible book value of $8.34 per share to new investors purchasing our Common Stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest purchase shares of our common stock in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock in this offering common stock and the adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our As of June 30, 2022, our net tangible book value was $188.3 million, or $0.70 per share of common stock. We calculate net tangible book value per share is determined by subtracting dividing our total liabilities from our net tangible assets (total tangible assets, which is total assets less intangible assets, and dividing this amount total liabilities) by the number of outstanding shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021common stock. After giving effect to our the sale in this offering of shares by us of our Common Stock common stock in the aggregate amount of $48,537,500 200,000,000 in this offering at an assumed offering price of $8.74 3.70 per share (share, which was the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22August 5, 2021) 2022, and after deducting the sales agent estimated commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2022 would have been approximately $31,541,375378.6 million, or $0.40 1.17 per share of Common Stockcommon stock. This amount represents an immediate increase in net tangible book value of $0.61 0.47 per share of our common stock to existing stockholders and an immediate dilution in net tangible book value of $8.34 2.53 per share of our common stock to new investors purchasing our Common Stock purchasers in this offering at the assumed public offering priceoffering. The following table illustrates this the dilution on a per share basisbasis to new investors participating in this offering: Assumed public offering price per share $ 8.74 Historical net $3.70 Net tangible book value per share as of June 30, 2021 $ (0.21) 2022 $0.70 Increase in net tangible book value per share attributable to new investors in this offering $ 0.61 $0.47 As adjusted net tangible book value per share after giving effect to this offering $ 0.40 $1.17 Dilution per share to new investors $ 8.34 in this offering $2.53 The table above assumes assumes, for illustrative purposes purposes, that an aggregate of 5,553,490 54,054,054 shares of our Common Stock common stock are sold at a price of $8.74 3.70 per share, which was the last reported sale price of our common stock on Nasdaq on August 5, 2022, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices200,000,000. An increase of $1.00 per share in the price at which the shares of our common stock are sold from the assumed public offering price of $8.74 3.70 per share shown in the table above, assuming all of the shares of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 200,000,000 are sold at that price, would increase our as adjusted net tangible book value per share of our common stock after the offering to $1.22 per share and would increase the dilution in net tangible book value per share of our common stock to new investors in this offering to $9.33 3.48 per share, after deducting estimated commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 3.70 per share shown in the table above, assuming all of the shares of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 200,000,000 are sold at that price, would decrease our as adjusted net tangible book value per share of our common stock after the offering to $1.10 per share and would decrease the dilution in net tangible book value per share of our common stock to new investors in this offering to $7.34 1.60 per share, after deducting estimated commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion only and table are may differ based on 72,742,689 the actual offering price and the actual number of shares of our Common Stock common stock sold in this offering. The number of shares of our common stock expected to be outstanding immediately after this offering included in the table above is based on 268,896,017 shares of our common stock, reflective of the number of shares of our common stock outstanding as of June 30, 20212022, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock does not reflect issuances subsequent to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 20212022. We currently intend to retain all available funds and future earnings, under if any, to fund the Sales Agreement. Between July 1, 2021 development and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares expansion of our Common Stock for gross proceeds of approximately $24 million under business, and we do not anticipate paying any cash dividends in the Sales Agreementforeseeable future. The above illustration of dilution per share Any decision to investors participating declare and pay dividends in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares the future will be made at the discretion of our Common Stock. To Board of Directors and will depend on then-existing conditions, including, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, business prospects and other factors that the extent that any Board of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we Directors may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholdersdeem relevant.

Dilution. If you invest purchase our common stock in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our net tangible book value as of June 30, 2020 was approximately $10.9 million, or $0.94 per share of common stock. Net tangible book value per share is determined by subtracting our total liabilities from our dividing the net of total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount by the aggregate number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock outstanding as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212020. After giving further effect to our the sale in this offering of shares of our Common Stock common stock during the term of the sales agreement with A.G.P. in the aggregate amount of $48,537,500 11,343,248 at an assumed offering price of $8.74 3.36 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October September 22, 2021) 2020, and after deducting the sales agent commissions and our estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2020 would have been approximately $31,541,37521.8 million, or $0.40 1.46 per share of Common Stockcommon stock. This represents an immediate increase in the net tangible book value of $0.61 0.52 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 1.90 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceinvestors. The following table illustrates this dilution on a per share basisdilution: Assumed public offering price per share $ 8.74 Historical 3.36 Net tangible book value per share as of June 30, 2020 $ 0.94 Increase in net tangible book value per share attributable to new investors in this offering $ 0.52 As adjusted net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable 2020, after giving effect to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 1.46 Dilution per share to new investors purchasing shares in this offering $ 8.34 1.90 The table above assumes for illustrative purposes that an aggregate of 5,553,490 3,375,967 shares of our Common Stock common stock are sold during the term of the sales agreement with A.G.P. at a price of $8.74 3.36 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on September 22, 2020, for aggregate gross proceeds of approximately $48,537,50011,343,248. The shares sold in this offering, if any, will be pursuant to the sales agreement with A.G.P. are being sold from time to time at various prices. An increase of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 3.36 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 11,343,248 during the term of the sales agreement with A.G.P. is sold at that price, would increase our as adjusted net tangible book value per share after the offering to $1.50 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 2.36 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 3.36 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 11,343,248 during the term of the sales agreement with A.G.P. is sold at that price, would decrease our as adjusted net tangible book value per share after the offering to $1.40 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 1.46 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 11,591,648 shares of our Common Stock common stock issued and outstanding as of June 30, 2021, which 2020 and excludes as of such datethe following: • 1,071,782 ● 782,000 shares of Common Stock reserved for issuance our common stock issuable upon the exercise of stock options outstanding options granted under our equity incentive plans Amended and Restated 2010 Equity Compensation Plan, or the 2010 Plan, as of June 30, 2020, with a weighted weighted-average exercise price of $0.82 1.67 per share, and an additional 250,000 shares of our common stock issuable upon the exercise of stock options granted since June 30, 2020 under the 2010 Plan, with a weighted-average exercise price of $2.67 per share; • 4,665,000 ● 2,300,000 shares of Common Stock our common stock issuable upon vesting the exercise of stock options outstanding restricted stock units grantedunder our 2018 Stock Incentive Plan, as of June 30, 2020, at a weighted- average exercise price of $1.50 per share; • 1,190,332 additional ● 200,000 shares of Common Stock our common stock issuable upon the exercise of stock options that were granted under our Amended and Restated 2010 Directors’ Equity Compensation Plan, or the 2010 Directors’ Plan, after June 30, 2020, at an exercise price of $2.83 per share; ● 400,000 shares of our common stock issuable upon exercise of warrants issued after June 30, 2020, with an exercise price of $3.00 per share; ● 1,000,000 shares of our common stock issuable upon the conversion of certain unsecured, partially convertible, promissory notes issued after June 30, 2020 in the Debt Conversion, at a conversion price of $3.00 per share; ● 278,659 shares of our common stock reserved for future issuance under our 2018 Amended and Restated 2010 Equity Incentive Compensation Plan; • 272,942 and ● 128,126 shares of Common Stock our common stock reserved for future issuance under our 2018 Employee Stock Purchase 2010 Directors’ Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any options outstanding as of these outstanding options June 30, 2020 have been or warrants are exercised exercised, or we issue additional other shares under our equity incentive plansare issued, there will be investors purchasing shares in this offering could experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. We have entered into the sales agreement with A.G.P. under which we may issue and sell shares of our common stock from time to time to or through A.G.P., acting as our sales agent. The sales of our common stock, if any, under this prospectus supplement will be made at market prices by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market, on any other existing trading market for our common stock or to or through a market maker. Each time that we wish to issue and sell shares of our common stock under the sales agreement, we will provide A.G.P. with a placement notice describing the amount of shares to be sold, the time period during which sales are requested to be made, any limitation on the amount of shares of common stock that may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales. Upon receipt of a placement notice, A.G.P., acting as our sales agent, will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market, to sell shares of our common stock under the terms and subject to the conditions of the placement notice and the sales agreement. We or A.G.P. may suspend the offering of common stock pursuant to a placement notice upon notice and subject to other conditions. Settlement for sales of common stock, unless the parties agree otherwise, will occur on the second trading day following the date on which any sales are made in return for payment of the net proceeds to us. There are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and A.G.P. may agree upon. We will pay A.G.P. commissions for its services in acting as our sales agent in the sale of our common stock pursuant to the sales agreement. A.G.P. will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock on our behalf pursuant to the sales agreement. We have also agreed to reimburse A.G.P. for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $35,000 and for A.G.P.’s reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on an annual basis in an amount not to exceed $5,000. We estimate that the total expenses for this offering, excluding compensation payable to A.G.P. and certain expenses reimbursable to A.G.P. under the terms of the sales agreement, will be approximately $65,000. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common stock. Because there are no minimum sale requirements as a condition to this offering, the actual total public offering price, commissions and net proceeds to us, if any, are not determinable at this time. The actual dollar amount and number of shares of common stock we sell through this prospectus supplement will be dependent, among other things, on market conditions and our capital raising requirements. We will report at least quarterly the number of shares of common stock sold through A.G.P. under the sales agreement, the net proceeds to us and the compensation paid by us to A.G.P. in connection with the sales of common stock under the sales agreement. In connection with the sale of the common stock on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to A.G.P. against certain civil liabilities, including liabilities under the Securities Act.

Dilution. If you invest purchase our common stock in our Common Stockthis offering, you your ownership interest will experience immediate and substantial dilution be immediately diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net Net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstandingcommon stock outstanding as of December 31, 2021 into our total tangible assets less total liabilities. The historical Our net tangible book value of our Common Stock as of June 30December 31, 2021 was approximately $(15,490,000)492.7) million, or $(0.212.16) per share, based on 72,742,689 228,115,734 shares of Common Stock our common stock outstanding at June 30, 2021as of that date. After giving effect to our the sale in this offering of 36,663,611 shares of our Common Stock in the aggregate amount of $48,537,500 common stock by us at an assumed public offering price of $8.74 10.91 per share (share, the last reported sale price of our Common common stock on The New York Stock Exchange on the Nasdaq Capital Market on October 22March 1, 2021) 2022, and after deducting the sales agent estimated underwriting discounts and commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30December 31, 2021 would have been approximately $31,541,375(102.1) million, or $0.40 (0.39) per share of Common Stockshare. This represents an immediate increase in net tangible book value of $0.61 1.77 per share to existing stockholders and immediate dilution in net tangible book value of $8.34 11.30 per share to new investors purchasing our Common Stock in this offering at offering, as illustrated by the assumed public offering price. The following table illustrates this dilution on a per share basistable: Assumed public offering price per share $ 8.74 Historical net 10.91 Net tangible book value per share as of June 30December 31, 2021 $ $(0.212.16) Increase in net tangible book value per share attributable to investors participating in this offering $ 0.61 1.77 As adjusted net tangible book value per share after giving effect to this offering $ 0.40 (0.39) Dilution per share to new investors in this offering $ 8.34 11.30 The table above assumes for illustrative purposes that an aggregate of 5,553,490 36,663,611 shares of our Common Stock common stock are sold at a price of $8.74 10.91 per share, the last reported sale price of our common stock on The New York Stock Exchange on March 1, 2022, for aggregate gross proceeds of approximately $48,537,500400,000,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of A $1.00 per share increase or decrease in the price at which the shares are sold from the assumed public offering price of $8.74 10.91 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that priceshare, would increase the dilution in or decrease our as adjusted net tangible book value by less than $0.005 per share, and the dilution per share to new investors in this offering to by approximately $9.33 1.00 per share, after deducting estimated commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 The as adjusted information provided above is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are common stock sold in this offering, if any, will be sold from time to time at various prices. The number of shares of common stock to be outstanding immediately after this offering is based on 72,742,689 228,115,734 shares of our Common Stock outstanding as of June 30December 31, 2021, which excludes as of such date2021 and excludes: • 1,071,782 ∎ 3,034,307 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted common stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of stock options outstanding warrants with a weighted average exercise price as of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22December 31, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there with a weighted-average exercise price of $11.98 per share; ∎ 16,246,742 shares of common stock issuable upon vesting of RSUs as of December 31, 2021 under our equity incentive plans; ∎ 10,242,337 shares of common stock available for future issuance under our 2015 Stock Incentive Plan; ∎ 2,099,126 shares of common stock available for future issuance under our Employee Stock Purchase Plan; and ∎ 10,238,013 shares of common stock that may be issuable in connection with indemnification hold-backs and contingent consideration related to our acquisitions. Also excluded are: ∎ 9,124,629 and 2,281,157 additional shares of common stock available for future issuance under our 2015 Stock Incentive Plan and our Employee Stock Purchase Plan, respectively, as of January 1, 2022; ∎ shares that may be issuable in the future in connection with our 2.00% Convertible Senior Notes due 2024; and ∎ shares that may be issuable in the future in connection with our 1.50% Convertible Senior Notes due 2028. To the extent that additional shares are issued pursuant to the foregoing, investors purchasing our common stock in this offering will be experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital offer other securities in other offerings due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plansconsiderations. To the extent that additional capital is raised through the sale of equity or convertible debt we issue such securities, the issuance of these securities could result in investors may experience further dilution to our stockholdersdilution.

Dilution. If you invest in our Common Stockcommon stock, you your ownership interest will experience immediate and substantial dilution be immediately diluted to the extent of the difference between the public offering price per share of our Common Stock in this offering common stock and the as adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our As of March 31, 2020, our net tangible book value was approximately $0.12 per share of common stock. Such net tangible book value per share is determined by subtracting our total liabilities from represents the amount of our total tangible assets, which is assets (total assets less intangible assets) less total liabilities, and dividing this amount divided by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30common stock outstanding on March 31, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212020. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 1,537,366 in this offering at an assumed public offering price of $8.74 1.00 per share (which was the last reported sale price of shares of our Common Stock common stock on the Nasdaq Capital Market on October 22June 5, 20212020) and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value value, after the sale of the shares, as of June 30March 31, 2021 2020 would have been approximately $31,541,375, or $0.40 0.18 per share of Common Stockcommon stock. This represents would represent an immediate increase in net tangible book value of $0.61 0.06 per share to existing stockholders as a result of this offering and an immediate dilution in net tangible book value of $8.34 0.82 per share to new investors purchasing our Common Stock shares of common stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basisdilution: Assumed Public offering price per share $ 8.74 Historical net 1.00 Net tangible book value per share as of June 30March 31, 2021 2020, as adjusted $ (0.21) 0.12 Increase in net per share attributable to this offering, as adjusted $ 0.06 Net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share as of March 31, 2020 after this offering offering, as adjusted $ 0.40 0.18 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold participating in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the as adjusted $ 0.82 The above computation is based on 18,216,214 shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock common stock outstanding as of March 31, 2020. This table also assumes, for illustrative purposes only, the sale of shares of our common stock in the aggregate amount of approximately $48,537,500 is sold 1,537,366 at that price, would increase the dilution in net tangible book value per share to new investors in this assumed offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease price of $1.00 per share in share, which was the price at which the shares are sold from the assumed public offering last reported trade price of $8.74 per share shown in the table aboveour common stock on June 5, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us2020. This information offering is supplied for illustrative purposes only. The above discussion pursuant to Rule 415(a) of the Securities Act and table are based on 72,742,689 shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise actual sales price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30common stock will vary. Accordingly, 2021the actual dilution experienced by purchasers of our common stock, under as well as the Sales Agreementtotal number of shares sold, may increase or decrease with the actual price per share of our common stock sold in this offering. Between July 1, 2021 Warrants and the date of Options as disclosed above in this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under supplement are excluded from the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholderscalculations.

Dilution. If you invest in our Common Stockordinary shares in this offering, you your ownership interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the pro forma as adjusted net tangible book value per share of our Common Stock ordinary shares immediately after the this offering. Our historical net tangible book value as of September 30, 2024 was approximately $(11.5) million, or $(0.51) per share. Our historical net tangible book value is the amount of our total tangible assets less our total liabilities. Historical net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The represents historical net tangible book value of our Common Stock divided by the 22,705,994 ordinary shares outstanding as of June September 30, 2021 2024. Our pro forma net tangible book value as of September 30, 2024 was approximately $(15,490,000)4.8) million, or $(0.210.18) per share. Our pro forma net tangible book value is the amount of our total tangible assets less our total liabilities, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After after giving effect to our issuance and sale in this offering of an aggregate of 4,450,883 shares of our Common Stock ordinary shares between September 30, 2024 and the date of this prospectus supplement under our “at-the-market” offering program for net proceeds of approximately $6.7 million. Pro forma net tangible book value per share represents our pro forma net tangible book value divided by the total number of ordinary shares outstanding as of September 30, 2024, after giving effect to the pro forma adjustments described above. After giving further effect to the assumed sale by us of our ordinary shares in the aggregate amount of $48,537,500 25.0 million at an assumed public offering price of $8.74 2.91 per share (the last reported sale price of our Common Stock ordinary shares on December 9, 2024, as reported on Nasdaq), less the Nasdaq Capital Market on October 22, 2021) and after deducting the sales agent estimated commissions and our estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June at September 30, 2021 2024 would have been approximately $31,541,37519.4 million, or $0.40 0.54 per share of Common Stockshare. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.61 0.72 per share to existing stockholders and an immediate dilution in net tangible book value of $8.34 per share to new investors purchasing our Common Stock 2.37 in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical pro forma as adjusted net tangible book value per share as of June 30, 2021 $ (0.21) Increase to investors in net tangible book value this offering. Dilution per share attributable to this offering $ 0.61 As new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed public offering price per share paid by new investors. The following table illustrates this per share dilution. Assumed public offering price per share $ 0.40 2.91 Historical net tangible book value per share as of September 30, 2024 $(0.51) Increase per share attributable to the pro forma adjustments described above $ 0.33 Pro forma net tangible book value per share as of September 30, 2024 $(0.18) Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering $ 0.72 Pro forma as adjusted net tangible book value per share after giving effect to this offering $ 0.54 Dilution per share to new investors purchasing shares in this offering $ 8.34 2.37 The table above assumes for as adjusted information is illustrative purposes that an aggregate only and will adjust based on the actual price to the public, the actual number of 5,553,490 shares sold and other terms of the offering determined at the time shares of our Common Stock ordinary shares are sold pursuant to this prospectus supplement. The pro forma as adjusted information assumes that all of our ordinary shares in the aggregate amount of $25.0 million is sold at a the assumed offering price of $8.74 2.91 per share, for aggregate gross proceeds the last sale price of approximately $48,537,500our ordinary shares as reported on Nasdaq on December 9, 2024. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 22,705,994 shares of our Common Stock outstanding as of June September 30, 2021, which excludes as of such date2024 and exclude: • 1,071,782 913,988 ordinary shares of Common Stock reserved for issuance issuable upon the exercise of outstanding share options granted under our equity incentive plans with to purchase ordinary shares as of September 30, 2024, at a weighted average exercise price of $0.82 2.28 per share; • 4,665,000 178,996 additional ordinary shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved available for future issuance as of September 30, 2024 under our 2018 Equity Incentive Plan; • 272,942 314,766 additional ordinary shares available for future issuance as of Common Stock reserved for issuance September 30, 2024 under our 2018 Employee Stock Purchase 2021 Inducement Equity Incentive Plan; • 5,616,112 9,663,125 ordinary shares of Common Stock issuable upon exercise of outstanding warrants with as of September 30, 2024, at a weighted average exercise price of $8.40 1.79 per ordinary share; and • 2,060,000 2,541,786 ordinary shares issuable upon exchange of Common Stock outstanding Exchangeable Notes, including the additional ordinary shares issuable to satisfy accrued and unpaid interest due upon exchange as of September 30, 2024. We previously entered into a sales agreement with Xxxxxxxxxx dated October 7, 2022, pursuant to which we may issue and sell from time to time ordinary shares through Xxxxxxxxxx as our sales agent. In no event will we sell, pursuant to the registration statement of which this prospectus supplement forms a part, more ordinary shares or dollar amount registered on the registration statement pursuant to which the offering is being made. Sales of the ordinary shares, if any, will be made by any method permitted by law deemed to be issued an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. Xxxxxxxxxx will offer our ordinary shares at prevailing market prices subject to the terms and conditions of the sales agreement as agreed upon exercise by us and Xxxxxxxxxx. We will designate the number of outstanding warrants shares which we desire to sell, the time period during which sales are requested to be made, any limitation on October 22the number of shares that may be sold in one day and any minimum price below which sales may not be made. Upon receipt of a sales notice from us, 2021 at and subject to the terms and conditions of the sales agreement, Xxxxxxxxxx will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all of the ordinary shares requested to be sold by us. We or Xxxxxxxxxx may suspend the offering of the ordinary shares being made through Xxxxxxxxxx under the sales agreement upon proper notice to the other party. Settlement for sales of ordinary shares will occur on the first business day, or such shorter settlement cycle as may be in effect under Rule15c6-1 promulgated under the Exchange Act from time to time, following the date on which any sales are made, or on some other date that is agreed upon by us and Xxxxxxxxxx in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our ordinary shares as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and Xxxxxxxxxx may agree upon. There is no arrangement for funds to be received in an exercise price escrow, trust or similar arrangement. We will pay Xxxxxxxxxx in cash, upon each sale of $2.25 per share for aggregate our ordinary shares pursuant to the sales agreement, a commission of 3.0% of the gross proceeds from each sale of ordinary shares. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Pursuant to the terms of the sales agreement, we agreed to reimburse Xxxxxxxxxx for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the sales agreement in an amount not to exceed $35,000 in the aggregate, in addition to up to $2,500 per due diligence update session for Xxxxxxxxxx’x counsel’s fees and any incidental expenses to be reimbursed by us. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to Xxxxxxxxxx under the terms of the sales agreement, will be approximately $4.6 million15,000. We will report at least quarterly the number of ordinary shares sold through Xxxxxxxxxx under the sales agreement, the net proceeds to us and the compensation paid by us to Xxxxxxxxxx in connection with the sales of ordinary shares. In additionconnection with the sale of ordinary shares on our behalf, Xxxxxxxxxx will be deemed to be an “underwriter” within the above discussion meaning of the Securities Act, and table do not include the up compensation paid to approximately $24 million worth of shares Xxxxxxxxxx will be deemed to be underwriting commissions or discounts. We have agreed in the sales agreement to provide indemnification and contribution to Xxxxxxxxxx against certain liabilities, including liabilities under the Securities Act. The offering of our Common Stock that remained available ordinary shares pursuant to the sales agreement will terminate upon the earlier of the sale of all of our ordinary shares provided for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of in this prospectus supplement, we sold an aggregate supplement or termination of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stocksales agreement as permitted therein. To the extent that required by Regulation M, Xxxxxxxxxx will not engage in any market making activities involving our ordinary shares while the offering is ongoing under this prospectus supplement. Wainwright and its affiliates have provided and may in the future provide various investment banking and other financial services for us and our affiliates, for which services they have received and may in the future receive customary fees. This prospectus supplement and the accompanying prospectus may be made available in electronic format on a website maintained by Xxxxxxxxxx, and Xxxxxxxxxx may distribute this prospectus supplement and the accompanying prospectus electronically. The summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and holders of these outstanding options or warrants are exercised or we issue additional our ordinary shares should consult their own tax advisors about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions) of this offering, including the acquisition, ownership and disposal of our equity incentive plansordinary shares. The summary applies only to shareholders who will own our ordinary shares as capital assets and does not apply to other categories of shareholders, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt such as dealers in securities, the issuance trustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired our ordinary shares by virtue of these securities could result an Irish office or employment (performed or carried on in further dilution Ireland). Such persons may be subject to our stockholdersspecial rules.

Dilution. If you invest purchase shares of our common stock in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock common stock and the net tangible book value per share of our common stock after this offering. As of December 31, 2022, our net tangible book value was $236.6 million, or $0.67 per share of common stock. We calculate net tangible book value per share by dividing our net tangible assets (total tangible assets less total liabilities) by the number of outstanding shares of our common stock. The information presented below is based on recently reported sale prices of our common stock and is provided for illustrative purposes only. While you may experience accretion based on an assumed offering price of $0.52 per share, if you purchase shares of our common stock at a price that is above the net tangible book value per share, you will experience immediate dilution. As of April 6, 2023, we had offered and sold 36,348,934 shares of our common stock pursuant to the Sales Agreement for an aggregate offering price of $50,918,459, resulting in an aggregate amount of $149,081,540 remaining available for sale pursuant to the Sales Agreement. After giving effect to the sale by us of our common stock in the aggregate amount of $149,081,540 in this offering at an assumed offering price of $0.52 per share, which was the last reported sale price of our common stock on Nasdaq on April 6, 2023, and after deducting estimated commissions and estimated offering expenses payable by us, our adjusted net tangible book value as of December 31, 2022 would have been approximately $381.0 million, or $0.59 per share of common stock. This amount represents an immediate decrease in net tangible book value of $0.08 per share of our common stock to existing stockholders and an immediate accretion of $0.07 per share of our common stock to purchasers in this offering. The following table illustrates the accretion on a per share basis to new investors participating in this offering: Assumed public offering price per share $0.52 Net tangible book value per share as of December 31, 2022 $0.67 Decrease per share attributable to new investors in this offering $0.08 As adjusted net tangible book value per share after giving effect to this offering $0.59 Accretion per share to new investors in this offering $0.07 The table above assumes, for illustrative purposes, that an aggregate of 286,695,269 shares of our common stock are sold at a price of $0.52 per share, which was the last reported sale price of our common stock on Nasdaq on April 6, 2023, for aggregate gross proceeds of $149,081,540. An increase of $0.10 per share in the price at which the shares of our common stock are sold from the assumed offering price of $0.52 per share shown in the table above, assuming all of the shares of our common stock in the aggregate amount of $149,081,540 are sold at that price, would increase our as adjusted net tangible book value per share of our Common Stock immediately common stock after the offering. Our net tangible book value offering to $0.64 per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by would decrease the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our sale in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed offering price of $8.74 per share (the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 22, 2021) and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 would have been approximately $31,541,375, or $0.40 per share of Common Stock. This represents an immediate increase in net tangible book value of $0.61 per share to existing stockholders and immediate dilution in net tangible book value of $8.34 per share to new investors purchasing our Common Stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase accretion in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share of our common stock to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of to $8.74 0.02 per share, for after deducting estimated commissions and estimated aggregate gross proceeds of approximately $48,537,500offering expenses payable by us. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase A decrease of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 0.52 per share shown in the table above, assuming all of the shares of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 149,081,540 are sold at that price, would decrease our as adjusted net tangible book value per share of our common stock after the offering to $0.54 per share and would increase the dilution accretion in net tangible book value per share of our common stock to new investors in this offering to $9.33 0.12 per share, after deducting estimated commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion only and table are may differ based on 72,742,689 shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise actual offering price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth actual number of shares of our Common Stock common stock sold in this offering. The number of shares of our common stock expected to be outstanding immediately after this offering included in the table above is based on 475,087,541 shares of our common stock, reflective of the number of shares of our common stock outstanding as of April 6, 2023, and does not reflect issuances subsequent to April 6, 2023. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on then-existing conditions, including, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, business prospects and other factors that remained the Board of Directors may deem relevant. We entered into the Sales Agreement with Evercore Group L.L.C. and X.X. Xxxxxxxxxx & Co., LLC. On February 28, 2023, Evercore Group L.L.C. delivered to us a notice to terminate the Sales Agreement with respect to itself, which termination became effective on February 28, 2023. Under the Sales Agreement, we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $200,000,000 through the agent acting as sales agent. Sales of the shares of common stock, if any, may be made on Nasdaq at market prices and such other sales as agreed upon by us and the agent. As of April 6, 2023, we had offered and sold 36,348,934 shares of our common stock pursuant to the Sales Agreement for an aggregate offering price of $50,918,459, resulting in an aggregate amount of $149,081,540 remaining available for sale pursuant to the Sales Agreement. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the agent may offer and sell shares of our common stock by any method permitted by law deemed to be an “at June 30the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. We may instruct the agent not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We or the agent may suspend or terminate this offering of our common stock upon notice and subject to other conditions. We will pay the agent’s commissions, 2021in cash, for their services in acting as sales agent in the sale of our common stock. The agent will be entitled to a total commission of 3.0% of the gross sales price per share sold under the Sales Agreement. Between July 1Because there is no minimum offering amount required as a condition to this offering, 2021 the actual total public offering amount, commissions, and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse a portion of the date of this prospectus supplementagent’s expenses, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under including legal fees, in connection with entering into the transactions contemplated by the Sales Agreement. The above illustration We estimate that the total expenses for the offering, excluding commissions and expense reimbursement payable to the agent, will be approximately $145,000. Settlement for sales of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stockcommon stock will occur on the second trading day following the date on which any sales are made (or such earlier day as is industry practice for regular-way trading), or on some other date that is agreed upon by us and the agent in connection with a particular transaction, in return for payment of the net proceeds to us. To the extent that any There is no arrangement for funds to be received in an escrow, trust, or similar arrangement. Sales of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there common stock as contemplated in this prospectus will be further dilution settled through the facilities of The Depository Trust Company or by such other means as we and the agent may agree upon. There is no arrangement for funds to new investorsbe received in an escrow, trust or similar arrangement. Subject to the terms and conditions of the Sales Agreement, the agent will act as our sales agent and use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations to sell on our behalf all of the shares of our common stock designated for sale by us. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through connection with the sale of equity or convertible debt securitiesthe common stock on our behalf, the issuance agent may be deemed to be an “underwriter” within the meaning of these securities could result in further dilution the Securities Act, and the compensation of the agent may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the agent against certain civil liabilities, including liabilities under the Securities Act. The offering of shares of our stockholders.common stock pursuant to the Sales Agreement will terminate upon the earlier of

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net tangible book value of our common stock as of December 31, 2023 was approximately $31.4 million, or approximately $3.00 per share of common stock based upon 10,468,815 shares outstanding as of such date. Net tangible book value per share is determined by subtracting our total liabilities from equal to our total tangible assets, which is less our total assets less intangible assetsliabilities, and dividing this amount divided by the total number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock outstanding as of June 30December 31, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212023. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 5.0 million at an assumed offering price of $8.74 3.87 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22March 1, 2021) 2024, and after deducting the sales agent offering commissions and our estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of June 30March 1, 2021 2024 would have been approximately $31,541,37536.1 million, or $0.40 3.45 per share of Common Stockcommon stock. This represents an immediate increase in net tangible book value of $0.61 0.45 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 0.42 per share to new investors purchasing our Common Stock in this offering at the assumed public offering price. The following table illustrates this dilution calculation on a per share basis: Assumed public offering price per share $ 8.74 Historical net $3.87 Net tangible book value per share as of June 30December 31, 2021 $ (0.21) 2023 $3.00 Increase in net tangible book value per share attributable to this the offering $ 0.61 $0.45 As adjusted net tangible book value per share after this giving effect to the offering $ 0.40 $3.45 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease 0.42 The number of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock common stock to be outstanding immediately after this offering is based on 10,468,815 shares of our common stock outstanding as of June 30December 31, 2021, which excludes as of such date2023 and excludes: • 1,071,782 2,104,167 shares of Common Stock reserved for issuance common stock issuable upon the exercise of options outstanding options granted under our equity incentive plans with as of December 31, 2023, at a weighted average exercise price of $0.82 10.20 per share; • 4,665,000 167,219 shares of Common Stock common stock issuable upon the vesting of outstanding restricted stock units grantedoutstanding as of December 31, 2023 under the 2021 Employment Inducement Incentive Award Plan (the Inducement Plan); • 1,190,332 additional 649,407 shares of Common Stock common stock issuable upon the vesting of restricted stock units outstanding as of December 31, 2023 under our 2016 Equity Incentive Plan (the 2016 Plan); and • 1,162,042 shares of common stock reserved for future issuance under our 2018 Equity Incentive 2016 Plan; • 272,942 shares of Common Stock reserved for issuance under , our 2018 2016 Employee Stock Purchase Plan; • 5,616,112 shares Plan (the 2016 ESPP) and our Inducement Plan as of Common Stock issuable upon December 31, 2023. The foregoing table does not give effect to the exercise of any outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stockoptions. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plansexercised, there will may be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest purchase shares of Common Stock in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the adjusted net tangible book value per share of our Common Stock immediately after the this offering. Our net tangible book value as of March 31, 2020 was approximately $21 million, or $0.41 per share. Net tangible book value per share is determined by subtracting our total liabilities from represents the amount of our total tangible assets, which is total assets less excluding goodwill and intangible assets, and dividing this amount less total liabilities divided by the total number of shares of our Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our the sale in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 10,000,000 at an assumed offering price of $8.74 1.52 per share (share, the last reported sale price of our Common Stock on the June 30, 2020 on The Nasdaq Capital Market on October 22Market, 2021) and after deducting the sales agent estimated commissions and our estimated offering expenses payable by usexpenses, our as adjusted net tangible book value as of June 30March 31, 2021 2020 would have been approximately $31,541,375, 30.8 million or approximately $0.40 0.52 per share of Common Stockshare. This represents an immediate increase in the net tangible book value of approximately $0.61 0.11 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $8.34 1.00 per share to new investors purchasing purchasers of our Common Stock in this offering at offering, as illustrated by the assumed public offering price. The following table illustrates this dilution on a per share basistable: Assumed offering price per share $ 8.74 Historical net 1.52 Net tangible book value per share as of June 30March 31, 2021 2020 $ (0.21) 0.41 Increase in net tangible book value per share attributable to this offering $ 0.61 0.11 As adjusted net tangible book value per share after this offering $ 0.40 0.52 Dilution per share to new investors in this offering $ 8.34 1.00 The table above assumes for illustrative purposes that only an aggregate of 5,553,490 6,548,948 shares of our Common Stock are sold at a price of $8.74 1.52 per share, for aggregate gross proceeds of approximately $48,537,50010 million. The shares sold in this offeringshares, if any, sold in this offering will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.52 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 10 million is sold at that price, would increase our adjusted net tangible book value per share after the offering to $0.63 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 1.89 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.52 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 10 million is sold at that price, would increase our adjusted net tangible book value per share after the offering to $0.42 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 0.1 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table calculations are based on 72,742,689 52,140,699 shares of our Common Stock outstanding as of June 30March 31, 20212020 and exclude, which excludes as of such that date: • 1,071,782 ● 243,375 shares of Common Stock reserved for issuance issuable upon the exercise of outstanding options granted under our equity incentive plans with warrants at a weighted average exercise price of $0.82 10.53 per share; • 4,665,000 ● 923,065 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of outstanding warrants with stock options at a weighted average exercise price of $8.40 4.15 per share; and • 2,060,000 ● 3,167,989 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, future grants under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common StockEquity Plan. To the extent that any of these outstanding options or warrants are exercised exercised, or we otherwise issue additional shares under our equity incentive plansof common stock in the future, at a price less than the public offering price, there will be further dilution to new the investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net tangible book value (deficit) of our common stock as of March 31, 2023 was approximately $(20.7) million, or $(1.57) per share is determined by subtracting of our total liabilities from our total common stock based upon 13,200,535 shares outstanding. “Net tangible assets, which book value (deficit)” is total assets less minus the sum of liabilities and intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical “Net tangible book value (deficit) per share” is net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21deficit) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our sale in this offering divided by the total number of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed offering price of $8.74 per share (the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 22, 2021) and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 would have been approximately $31,541,375, or $0.40 per share of Common Stockoutstanding. This represents an immediate increase “Dilution in net tangible book value of $0.61 (deficit) per share” represents the difference between the amount per share to existing stockholders paid by purchasers of shares of common stock in this offering and immediate dilution in the net tangible book value of $8.34 (deficit) per share to new investors purchasing of our Common Stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share common stock immediately after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500offering. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of $1.00 per share in shares sold and other terms of the price offering determined at which the time shares of our common stock are sold from pursuant to this prospectus supplement. Assuming that an aggregate of 2,913,731 shares of our common stock are sold during the term of the sales agreement at an assumed public offering price of $8.74 per share shown in 3.10, the table above, assuming all last reported sale price of our Common Stock in common stock on the aggregate amount of approximately $48,537,500 is sold at that priceNasdaq Capital Market on May 2, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share2023, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book deficit as of March 31, 2023 would have been approximately $(12.1) million, or $(0.75) per share of common stock. A decrease This represents an immediate increase in net tangible book value of $1.00 0.82 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the to existing stockholders and an immediate dilution in net tangible book deficit of $3.85 per share to new investors in this offering. The following table illustrates this calculation on a per share basis. Assumed public offering price per share $ 3.10 Net tangible book deficit per share as of March 31, 2023 $ (1.57) Increase in net tangible book value per share attributable to new investors 0.82 As adjusted net tangible book deficit per share as of March 31, 2023 after giving effect to this offering (0.75) Dilution per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. $ 3.85 The above discussion and table are based on 72,742,689 13,200,535 shares of our Common Stock common stock issued and outstanding as of June 30March 31, 20212023, which excludes as of such dateand excludes: • 1,071,782 1,393,679 shares of Common Stock reserved for issuance common stock issuable upon the exercise of stock options outstanding pursuant to the Third Amended and Restated 2016 Equity Incentive Plan, at a weighted-average exercise price of $17.63 per share; • 430,066 shares of common stock available for future issuance under the Third Amended and Restated 2016 Equity Incentive Plan; • 211,702 shares of common stock reserved for future issuance under the Employee Stock Purchase Plan; • 66,667 shares of common stock issuable upon the exercise of stock options granted under our outstanding pursuant to equity incentive compensation plans with not approved by stockholders, at a weighted-average exercise price of $47.76 per share; • 114,007 shares of common stock issuable upon the exercise of pre-funded warrants at an exercise price of $0.012 per share; and • 4,136,990 shares of common stock issuable upon the exercise of warrants at a weighted average exercise price of $0.82 16.90 per share; • 4,665,000 . We have entered into a sales agreement with Xxxxxxxxxxx & Co. Inc., the Agent, under which we may offer and sell up to $9,032,567 of our shares of Common Stock issuable upon vesting common stock from time to time through the Agent. Sales of outstanding restricted stock units granted; • 1,190,332 additional our shares of Common Stock reserved for future issuance common stock, if any, under our 2018 Equity Incentive Plan; • 272,942 this prospectus supplement and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Each time we wish to issue and sell shares of Common Stock reserved for issuance common stock under the sales agreement, we will notify the Agent of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once we have so instructed the Agent, unless the Agent declines to accept the terms of such notice, the Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Agent under the sales agreement to sell our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise common stock are subject to a number of outstanding warrants with a weighted average exercise price conditions that we must meet. The settlement of $8.40 per share; sales of shares between us and • 2,060,000 the Agent is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our shares of Common Stock common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the Agent may agree upon. There is no arrangement for funds to be issued upon exercise received in an escrow, trust or similar arrangement. We will pay the Agent a commission equal to 3.0% of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for the aggregate gross proceeds we receive from each sale of approximately $4.6 millionour shares of common stock. In additionBecause there is no minimum offering amount required as a condition to close this offering, the above discussion actual total public offering amount, commissions and table do proceeds to us, if any, are not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale determinable at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investorstime. In addition, we have agreed to reimburse the Agent for the fees and disbursements of its counsel (i) initially, in an amount not to exceed $60,000 in connection with the establishment of the at-the-market offering plus up to an additional $5,000 for the fees of counsel incurred in connection with FINRA filings, and (ii) thereafter, in an amount not to exceed $15,000 for due diligence on a quarterly basis. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to the Agent under the terms of the sales agreement, will be approximately $0.2 million. The remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares. We will report at least quarterly (i) the number of shares of common stock sold through the Agent under the sales agreement and (ii) the net proceeds to us. The Agent will provide written confirmation to us before the open on the Nasdaq Capital Market on the day following each day on which shares of common stock are sold under the sales agreement. Each confirmation will include the number of shares sold on that day, the corresponding sales price and the issuance price payable to us. In connection with the sale of the shares of common stock on our behalf, the Agent may choose be deemed to raise additional capital due be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have agreed to indemnify the Agent against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute to payments the Agent may be required to make in respect of such liabilities. The offering of our common stock pursuant to the sales agreement will terminate upon the termination of the sales agreement as permitted therein. We and the Agent may each terminate the sales agreement at any time with the termination going into effect at 4:05 P.M., New York City Time, on the date of notice, or by the Agent at any time in certain circumstances, including the occurrence of a material and adverse change in our business or financial condition that makes it impractical or inadvisable to market conditions our common stock or strategic considerations even if we believe we have sufficient funds to enforce contracts for the sale of our current common stock. This summary of the material provisions of the sales agreement does not purport to be a complete statement of its terms and conditions. A copy of the sales agreement is filed as an exhibit to a report filed under the Exchange Act with the SEC and is incorporated by reference into this prospectus supplement and the accompanying prospectus. The Agent and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, the Agent may actively trade our securities for their own account or future operating plansfor the accounts of customers, and, accordingly, the Agent may at any time hold long or short positions in such securities. To the extent that additional capital is raised through the sale of equity or convertible debt securitiesrequired by Regulation M, the issuance of these securities could result Agent will not engage in further dilution to any market making activities involving our stockholderscommon stock while the offering is ongoing under this prospectus supplement. A prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by the Agent, and the Agent may distribute the prospectus supplement and the accompanying prospectus electronically.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the as adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our net tangible book value as of September 30, 2020, was $438.4 million, or $4.48 per share share. Net tangible book value is determined by subtracting total tangible assets less our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount divided by the number of outstanding shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021common stock. After giving effect to our the sale of 3,397,508 shares of common stock in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed public offering price of $8.74 44.15 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Global Select Market on October 22January 13, 2021) , and after deducting the sales agent offering commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June September 30, 2021 2020 would have been approximately $31,541,375583.5 million, or $0.40 5.76 per share of Common Stockcommon stock. This represents an immediate increase in net tangible book value of $0.61 1.28 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 38.39 per share to new investors purchasing our Common Stock participating in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 participating in this offering. The table above assumes for as adjusted information is illustrative purposes that an aggregate only and will adjust based on the actual public offering prices per share in this offering, the actual number of 5,553,490 shares sold in this offering and other terms of the offering determined at the time our shares of common stock are sold pursuant to this prospectus. The as adjusted information assumes that all of our Common Stock shares of common stock in the aggregate amount of $150,000,000 are sold at a the assumed public offering price of $8.74 44.15 per share, for aggregate gross proceeds the last reported sale price of approximately $48,537,500our common stock on the Nasdaq Global Select Market on January 13, 2021. The shares of common stock sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed Assumed public offering price of $8.74 per share shown in the table above$ 44.15 Net tangible book value per share as of September 30, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution 2020 $ 4.48 Increase in net tangible book value per share attributable to new investors purchasing shares in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in 1.28 As adjusted net tangible book value per share after this offering 5.76 Dilution per share to new investors purchasing shares in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. $ 38.39 The above discussion and table are based on 72,742,689 shares of our Common Stock common stock issued and outstanding after this offering as of June September 30, 20212020, which excludes as of such dateand excludes: • 1,071,782 5,834,682 shares of Common Stock reserved for issuance common stock issuable upon the exercise of options outstanding options granted under our equity incentive plans as of September 30, 2020, with a weighted weighted-average exercise price of $0.82 14.27 per share; • 4,665,000 127,200 shares of Common Stock common stock issuable upon the vesting of restricted stock units outstanding as of September 30, 2020; • 5,101,557 shares of common stock reserved for future issuance under our 2019 Equity Incentive Plan as of September 30, 2020, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this plan; and • 10,000 shares of common stock issuable upon the conversion of an equal number of shares of Series A preferred stock outstanding as of September 30, 2020. To the extent that any outstanding options are exercised or any shares of common stock are issued upon the vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise or conversion of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plansSeries A preferred stock, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockcommon stock in this offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock in this offering common stock and the adjusted net tangible book value per share of our Common Stock immediately after the common stock upon consummation of this offering. Our net tangible Dilution results from the fact that the public offering price is substantially in excess of the book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by attributable to the number of shares of Common Stock outstandingexisting stockholders for the presently outstanding stock. The historical net tangible book value of our Common Stock common stock as of June 30March 31, 2021 2024, was approximately $(15,490,000)35.2 million, or approximately $(0.21) 1.50 per share. Net tangible book value per share represents the amount of our total tangible assets, based on 72,742,689 excluding goodwill and intangible assets, less total liabilities divided by the total number of shares of Common Stock outstanding at June 30, 2021our common stock outstanding. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount an assumed maximum offering of $48,537,500 17,000,000 at an assumed offering price of $8.74 2.53 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market May 29, 2024 on October 22Nasdaq, 2021) and after deducting the sales agent estimated commissions and our estimated offering expenses payable by usof approximately $0.755 million, our as adjusted net tangible book value as of June 30March 31, 2021 2024 would have been approximately $31,541,37551.4 million, or approximately $0.40 1.71 per share of Common Stockshare. This represents an immediate increase in net tangible book value of approximately $0.61 0.21 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $8.34 0.82 per share to new investors purchasing purchasers of our Common Stock common stock in this offering at offering, as illustrated by the assumed public offering price. The following table illustrates this dilution on a per share basistable: Assumed offering price per share $ 8.74 Historical net 2.53 Net tangible book value per share as of June 30March 31, 2021 2024 $ (0.21) 1.50 Increase in net tangible book value per share attributable to this offering $ 0.61 0.21 As adjusted net tangible book value per share after this offering $ 0.40 Dilution 1.71 Net dilution per share to new investors participating in this offering $ 8.34 0.82 The table above assumes for illustrative purposes that only an aggregate of 5,553,490 6,719,367 shares of our Common Stock common stock are sold at a price of $8.74 2.53 per share, the last reported sale price of our common stock on Nasdaq on May 29, 2024, for aggregate gross proceeds of approximately $48,537,50017,000,000. The shares sold in this offeringshares, if any, sold in this offering will be sold from time to time at various prices. An increase of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.53 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 17,000,000 is sold at that price, would increase our adjusted net tangible book value per share after the offering to $1.72 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 0.91 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.53 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 17,000,000 is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $1.69 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 0.74 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The calculations above discussion and table are based on 72,742,689 upon 23,412,385 shares of our Common Stock common stock outstanding as of June 30March 31, 2021, which excludes 2024. The number of shares outstanding as of such dateMarch 31, 2024 excludes: • 1,071,782 ● 15,254,623 shares of Common Stock reserved for issuance common stock issuable upon the exercise of outstanding options granted under our equity incentive plans pre-funded warrants, with an exercise price of $0.0001 per share; ● 53,396,008 shares of common stock issuable upon exercise of outstanding warrants (excluding pre-funded warrants) having a weighted average exercise price of $0.82 3.39 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.;

Dilution. If you invest purchase shares of common stock in our Common Stockthis offering, you will experience immediate and substantial dilution to the extent of the difference between the public offering price of our Common Stock per share in this offering and the our as adjusted net tangible book value per share of our Common Stock immediately after the this offering. Our net Net tangible book value per share is determined by subtracting our total liabilities from our represents total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by the number of shares of Common Stock common stock outstanding. The Our historical net tangible book value of our Common Stock as of June 30December 31, 2021 was approximately $(15,490,000), 20.3 million or $(0.21) 0.70 per share, based on 72,742,689 shares share of Common Stock outstanding at June 30, 2021common stock. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 14,500,000 at an assumed public offering price of $8.74 1.35 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22April 1, 2021) 2022, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30December 31, 2021 would have been approximately $31,541,37534.2 million, or $0.40 0.86 per share of Common Stockshare. This represents an immediate increase in net tangible book value of $0.61 0.16 per share to existing stockholders and an immediate dilution in as adjusted net tangible book value of $8.34 0.49 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed . The as adjusted information is illustrative only and will adjust based on the actual public offering price per share $ 8.74 Historical net tangible book value per share as price, the actual number of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this shares sold and other terms of the offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus supplement. The as adjusted information assumes that all of our common stock in the aggregate amount of $14,500,000 is sold at a the assumed public offering price of $8.74 1.35 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. Assumed public offering price per share $ 1.35 Historical net tangible book value per share as of December 31, 2021 $ 0.70 Increase in net tangible book value per share attributable to this offering $ 0.16 As adjusted net tangible book value per share, after giving effect to this offering $ 0.86 Dilution per share to new investors in this offering $ 0.49 This information is supplied for illustrative purposes only, and will adjust based on the actual offering prices, the actual number of shares that we offer and sell in this offering and other terms of each sale of shares in this offering. An increase of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.35 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 14,500,000 is sold at that price, would increase our as adjusted net tangible book value per share after the offering to $0.93 per share and would increase the dilution in as adjusted net tangible book value per share to new investors in this offering to $9.33 0.92 per share, after deducting commissions and estimated offering expenses and commissions payable by us. A decrease of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.35 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 14,500,000 is sold at that price, would decrease our as adjusted net tangible book value per share after the offering to $0.74 per share and would decrease the dilution in as adjusted net tangible book value per share to new investors in this offering to $7.34 0.11 per share, after deducting commissions and estimated offering expenses and commissions payable by us. This information is supplied for illustrative purposes only. The above discussion and table tables are based on 72,742,689 28,992,995 shares of our Common Stock common stock outstanding as of June 30December 31, 2021, which 2021 and excludes as of such datethe following: • 1,071,782 ● 2,296,913 shares of Common Stock reserved for issuance common stock issuable upon the exercise of outstanding options granted under our equity incentive plans with warrants at a weighted average exercise price of $0.82 7.14 per share; • 4,665,000 ● 2,320,097 shares of Common Stock common stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of outstanding warrants with stock options issued pursuant to our Incentive Plans at a weighted average exercise price of $8.40 4.19 per share; and • 2,060,000 ● 8,676 shares of Common Stock to be issued common stock issuable upon exercise the settlement of outstanding warrants on October 22, restricted stock units issued pursuant to our 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion Equity Incentive Plan; and table do not include the up to approximately $24 million worth of ● 3,075,734 shares of common stock reserved for future issuance under our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 Equity Incentive Plan; and the date of this prospectus supplement, we sold an aggregate of 12,164,728 ● 405,953 shares of our Common Stock for gross proceeds of approximately $24 million under common stock issued to Lincoln Park Capital Find, LLC pursuant to the Sales Purchase Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In additiondated March 28, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders2022.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the as adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our net tangible book value as of March 31, 2022, was approximately $8,569,000, or $0.22 per share of common stock. Net tangible book value per share is determined by subtracting our total liabilities from dividing our total tangible assets, which is less total assets less intangible assetsliabilities, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock outstanding as of June 30March 31, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212022. After giving effect to our the assumed sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 10,000,000 at an assumed public offering price of $8.74 1.22 per share (share, the last reported sale price of our Common Stock common stock on the The Nasdaq Capital Market on October 22May 13, 2021) 2022, and after deducting the sales placement agent commissions fees and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30March 31, 2021 2022, would have been approximately $31,541,37518,289,349, or approximately $0.40 0.38 per share of Common Stockcommon stock. This represents an immediate increase in as adjusted net tangible book value of $0.61 0.16 per share to our existing stockholders stockholders, and an immediate dilution in net tangible book value of $8.34 0.84 per share to new investors purchasing our Common Stock common stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: dilution. Assumed offering price per share $ 8.74 Historical net 1.22 Net tangible book value per share as of June 30March 31, 2021 2022 $ (0.21) 0.22 Increase in net tangible book value per share attributable to this the offering $ 0.61 0.16 As adjusted net tangible book value per share as of March 31, 2022 after this giving effect to the offering $ 0.40 0.38 Dilution in net tangible book value per share to new investors in the offering $ 8.34 0.84 The table above assumes for as adjusted information is illustrative purposes that an aggregate only and will adjust based on the actual price to the public, the actual number of 5,553,490 shares sold and other terms of the offering determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus. The as adjusted information assumes that all of our shares of common stock in the aggregate amount of $10,000,000 is sold at a the assumed offering price of $8.74 1.22 per share, for aggregate gross proceeds the last reported sale price of approximately $48,537,500our common stock on The Nasdaq Capital Market on May 13, 2022. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table above are based on 72,742,689 39,559,059 shares of our Common Stock common stock outstanding as of June 30March 31, 20212022, which and excludes the following potentially dilutive securities as of such that date: • 1,071,782 3,432,040 shares of Common Stock reserved for issuance common stock issuable upon the exercise of warrants outstanding options granted under our equity incentive plans with an exercise price ranging from $1.40 to $6.16 per share and having a weighted average exercise price of $0.82 2.44 per share; • 4,665,000 4,869,484 shares of Common Stock common stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of options outstanding warrants with exercise prices ranging from $1.28 to $10.49 and having a weighted average exercise price of $8.40 2.44 per share; • 2,612,523 shares of common stock available for future issuance under the 2012 Plan; • 82,500 shares of common stock issuable from time to time after this offering upon the settlement of restricted stock units outstanding; and • 2,060,000 162,634 shares of Common Stock to be issued common stock issuable upon exercise conversion of outstanding warrants Series C Preferred Stock, including the payment of the dividends accrued on October 22, 2021 the Series C Preferred Stock in an aggregate of 91,304 shares of common stock at an exercise the conversion price of $2.25 1.15 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution stated value per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock$1,000. To the extent that any of these outstanding exercisable options or warrants are exercised or we issue additional shares under our equity incentive plansexercised, there will be you may experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital is raised through the sale of by issuing equity or convertible debt securities, the issuance of these securities could result in your ownership will be further dilution to our stockholdersdiluted.

Dilution. If you invest purchase shares of common stock in our Common Stockthis offering, you will experience immediate and substantial dilution to the extent of the difference between the public offering price of our Common Stock per share in this offering and the our as adjusted net tangible book value per share of our Common Stock immediately after the this offering. Our net tangible book value as of September 30, 2021 was approximately $(9.7) million or $(0.14) per share of common stock. Net tangible book value per share is determined by subtracting our total liabilities from our dividing the net of total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount by the aggregate number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock outstanding as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June September 30, 2021. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 30.0 million at an the assumed offering price of $8.74 1.99 per share (of common stock, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22November 15, 2021) , and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June September 30, 2021 would have been approximately $31,541,37519.6 million, or $0.40 0.23 per share of Common Stockcommon stock. This represents an immediate increase in net tangible book value of $0.61 0.37 per share to our existing stockholders and immediate dilution in net tangible book value of $8.34 1.76 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed . The as adjusted information is illustrative only and will adjust based on the actual public offering price per share $ 8.74 Historical net tangible book value per share as price, the actual number of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this shares sold and other terms of the offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus supplement. The as adjusted information assumes that all of our common stock in the aggregate amount of $30.0 million is sold at a the assumed public offering price of $8.74 1.99 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 Assumed offering price per share in the price at which the shares are sold from the assumed public offering price of $8.74 $ 1.99 Net tangible book value per share shown in the table aboveat September 30, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution 2021 $ (0.14) Increase in net tangible book value per share to new investors in the existing stockholders attributable to this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in $ 0.37 As adjusted net tangible book value per share attributable to this offering $ 0.23 Dilution per share to new investors in this offering to $7.34 per share, $ 1.76 The number of shares of common stock that will be outstanding immediately after deducting commissions and estimated this offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 the 70,169,666 shares of our Common Stock outstanding as of June September 30, 2021, which and excludes as of such datethe following: • 1,071,782 ● 5,528,405 shares of Common Stock reserved for issuance common stock issuable upon the exercise of outstanding stock options granted under our equity incentive plans as of September 30, 2021, with a weighted weighted-average exercise price of $0.82 1.70 per share; • 4,665,000 ● 2,109,999 shares of Common Stock common stock issuable upon vesting of outstanding restricted stock units grantedunit awards as of September 30, 2021, with a weighted-average grant date fair value of $1.41 per share; • 1,190,332 additional ● 5,673,601 shares of Common Stock common stock reserved for future issuance under our 2018 Equity the Incentive PlanPlan as of September 30, 2021; • 272,942 ● 11,008,302 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock common stock issuable upon exercise of warrants to purchase common stock outstanding warrants as of September 30, 2021, with a weighted weighted- average exercise price of $8.40 2.67 per share; and • 2,060,000 ● any additional shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, common stock we may choose issue from time to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent time after that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholdersdate.

Dilution. If you invest purchase our Ordinary Shares in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted or increase to the extent of the difference between the public offering price per share of our Common Stock in this offering Ordinary Shares and the adjusted net tangible book value per Ordinary Share after this offering. As of September 30, 2024, our net tangible book value was $9.9 million, or $0.86 per Ordinary Share. We calculate net tangible book value per share of by dividing our Common Stock immediately after the offering. Our net tangible book value per share is determined by subtracting our total liabilities from our assets (total tangible assets, which is total assets less intangible assets, and dividing this amount total liabilities) by the number of shares of Common Stock Ordinary Shares issued and outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our the assumed sale in this offering of shares by us of our Common Stock in the Ordinary Shares having an aggregate amount offering price of $48,537,500 75.0 million at an assumed offering price of $8.74 25.52 per share (share, which was the last reported sale price of our Common Stock Ordinary Shares on the The Nasdaq Capital Market on October 22January 27, 2021) 2025, and after deducting the sales agent estimated commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June September 30, 2021 2024 would have been $82.4 million, or approximately $31,541,375, or $0.40 5.69 per share of Common StockOrdinary Share. This represents an immediate increase in the net tangible book value of $0.61 4.83 per share Ordinary Share to our existing stockholders shareholders and an immediate dilution in of net tangible book value of approximately $8.34 19.83 per share Ordinary Share to new investors purchasing our Common Stock in this offering at the assumed public offering priceinvestors. The following table illustrates this dilution on a per share basisdilution: Assumed offering price per share $ 8.74 Historical net Ordinary Share $25.52 Net tangible book value per share Ordinary Share as of June September 30, 2021 2024 $ (0.21) 0.86 Increase in net tangible book value per share Ordinary Shares attributable to this offering $ 0.61 4.83 As adjusted net tangible book value per share Ordinary Share as of September 30, 2024, after giving effect to this offering $ 0.40 5.69 Dilution to net tangible book value per share Ordinary Share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of purchasing Ordinary Shares in this offering $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. 19.83 The shares sold in this offering, if any, will be sold from time to time at various prices. An increase Assuming all of the shares in an aggregate amount of $1.00 per share in the price at which the shares 75.0 million are sold from in this offering, a $5.00 increase in the assumed public offering price of $8.74 25.52 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in our as adjusted net tangible book value (or decrease as adjusted net tangible book deficit) per share to new investors in after this offering to $9.33 5.88 per share and the dilution to new investors to $24.64 per share, after deducting commissions and estimated offering expenses payable by us. A $5.00 decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 25.52 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in our as adjusted net tangible book value per share to new investors in after this offering to $7.34 5.42 per share and the dilution to new investors to $15.10 per share, after deducting commissions and estimated offering expenses payable by us. This The information discussed above is supplied for illustrative purposes onlyonly and will adjust based on the actual public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined at the time of each offer and sale. The above discussion and table are based on 72,742,689 shares of our Common Stock 11,545,354 Ordinary Shares outstanding as of June September 30, 20212024 and excludes, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance , Ordinary Shares issuable upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock share units granted; • 1,190,332 additional shares or exercise of Common Stock outstanding options, Ordinary Shares reserved for future issuance under our 2018 Equity 2021 Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock Award Plan and Ordinary Shares issuable upon the exercise of our outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholderswarrants.

Dilution. If you invest in our Common Stockcommon stock, you will experience immediate and substantial dilution to the extent of the difference between the public offering price of our Common Stock amount per share paid in this offering and the adjusted net tangible book value per share of our Common Stock common stock immediately after the giving effect to this offering. Our net tangible book value as of September 30, 2020 was $111.2 million, or $0.71 per share. Net tangible book value per share is determined by subtracting our total liabilities from dividing our total tangible assets, which is less total assets less intangible assetsliabilities, and dividing this amount by the number of shares of Common Stock outstandingour common stock outstanding as of September 30, 2020. The historical Dilution with respect to net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021common stock immediately after this offering. After giving effect to the assumed sale of 23,364,485 shares of our sale common stock in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed public offering price of $8.74 2.14 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22December 30, 2021) 2020, for aggregate gross proceeds of $50.0 million, and after deducting the sales agent estimated commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June September 30, 2021 2020 would have been approximately $31,541,375159.6 million, or $0.40 0.88 per share of Common Stockshare. This represents an immediate increase in net tangible book value of $0.61 0.17 per share to existing stockholders and immediate dilution in net tangible book value of $8.34 1.26 per share to new investors purchasing our Common Stock common stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed public offering price per share $ 8.74 Historical net $2.14 Net tangible book value per share as of June September 30, 2021 $ (0.21) 2020 $0.71 Increase in net tangible book value per share attributable to this offering $ 0.61 0.17 As adjusted net tangible book value per share as of September 30, 2020, after giving effect to this offering $ 0.40 0.88 Dilution per share to new investors $ 8.34 purchasing our common stock in this offering $1.26 The above discussion and table are based on 157,030,012 shares outstanding as of September 30, 2020, and excludes: • 7,601,238 shares of our common stock issuable upon the exercise of stock options outstanding as of September 30, 2020 under our 2013 Equity Incentive Plan, or the 2013 Plan, having a weighted-average exercise price of $3.29 per share; • 3,008,435 shares of our common stock issuable upon the vesting and settlement of restricted stock units outstanding as of September 30, 2020 under the 2013 Plan; • 7,695,623 shares of our common stock reserved for issuance under the 2013 Plan, plus any automatic increases in the number of shares of our common stock reserved under the 2013 Plan and any additional shares of our common stock that may become available under the 2013 Plan; • 247,500 shares of our common stock issuable upon the exercise of stock options outstanding as of September 30, 2020 under the Xxxxxxx, Inc. Inducement Plan, or the Inducement Plan, having a weighted- average exercise price of $1.78 per share; • 252,500 shares of our common stock reserved for issuance under the Inducement Plan; • 225,806 shares of our common stock reserved for issuance under our 2013 Employee Stock Purchase Plan, or ESPP, as well as any future increases in the number of shares of our common stock reserved for issuance under the ESPP; and • 295,591 shares of our common stock issuable upon the exercise of outstanding warrants having a weighted- average exercise price of $3.28 per share. The table above assumes for illustrative purposes that an aggregate of 5,553,490 23,364,485 shares of our Common Stock common stock are sold during the term of the sales agreement with X.X. Xxxxxxxxxx at a price of $8.74 2.14 per share, the last reported sale price of our common stock on Nasdaq on December 30, 2020, for aggregate gross proceeds of approximately $48,537,50050.0 million. The shares sold in this offering, if any, will be subject to the sales agreement with X.X. Xxxxxxxxxx are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.14 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 50.0 million during the term of the sales agreement with X.X. Xxxxxxxxxx is sold at that price, would increase our adjusted net tangible book value per share after the offering to $0.92 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 2.22 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.14 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 50.0 million during the term of the sales agreement with X.X. Xxxxxxxxxx is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $0.79 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 0.35 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are outstanding as of September 30, 2020 have been or may be exercised or we issue additional other shares under issued, investors purchasing our equity incentive plans, there will be common stock in this offering may experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. We have entered into a Sales Agreement with X.X. Xxxxxxxxxx under which we may issue and sell shares of our common stock having aggregate sales proceeds of up to $50.0 million from time to time through X.X. Xxxxxxxxxx acting as agent. X.X. Xxxxxxxxxx may sell the common stock by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act. X.X. Xxxxxxxxxx may also purchase shares of our common stock as principal if expressly authorized to do so by us.

Dilution. If you invest in our Common Stockthis offering, you your ownership interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock in this offering per share and the as adjusted net tangible book value per share of our Common Stock immediately common stock after the giving effect to this offering. Our net tangible book value as of March 31, 2022 was $(359.9) million, or $(0.90) per share, based on the total number of shares of our common stock outstanding as of March 31, 2022. Net tangible book value per share is determined by subtracting our total liabilities from the total book value of our total tangible assets, which is total assets less intangible assets, and dividing this amount the difference by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock common stock deemed to be outstanding at June 30, 2021that date. After giving effect to our the assumed sale in this offering of 86,823,092 shares of our Common Stock common stock in the aggregate amount of $48,537,500 330,795,982 at an assumed public offering price of $8.74 3.81 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22May 23, 2021) 2022, and after deducting the sales agent deduction of commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30March 31, 2021 2022 would have been approximately $31,541,375(36.6) million, or $0.40 (0.08) per share of Common Stockshare. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.61 0.82 per share to our existing stockholders and immediate dilution in net tangible book value of $8.34 3.89 per share to new investors purchasing our Common Stock common stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basisbasis to new investors: Assumed public offering price per share $ 8.74 Historical net 3.81 Net tangible book value per share as of June 30March 31, 2021 2022 $ (0.210.90) Increase in net tangible book value per share attributable to new investors purchasing shares in this offering $ 0.61 0.82 As adjusted net tangible book value per share after giving effect to this offering $ 0.40 (0.08) Dilution per share to new investors participating in this offering $ 8.34 The table above assumes for illustrative purposes that an 3.89 We may also increase or decrease the aggregate dollar amount of 5,553,490 shares of our Common Stock we are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500offering from the amount set forth above. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares sold that we offer in this offering, if anyand other terms of this offering determined at the time of each offer and sale. The foregoing table and calculations are based on 397,956,762 shares of common stock outstanding as of March 31, will 2022 and excludes the following: • 8,819,466 shares of our common stock issuable upon exercise of options to purchase common stock that were outstanding as of March 31, 2022; • 6,149,411 shares of our common stock issuable upon the vesting of restricted stock units that were outstanding as of March 31, 2022; • any shares of our common stock issuable to the former stockholders of Altor, including Dr. Xxxx-Xxxxxx and certain of his affiliates, in satisfaction of an aggregate of approximately $300.6 million in CVRs, which such stockholders may choose to receive in shares of our common stock, upon successful approval of a BLA or foreign equivalent for N-803 by December 31, 2022; • any shares of our common stock issuable to the former stockholders of Altor, including Dr. Soon-Shiong and certain affiliates, in satisfaction of an aggregate of approximately $300.6 million in CVRs, which such stockholders may choose to receive in shares of our common stock, upon the first calendar year prior to December 31, 2026 in which worldwide net sales of N-803 exceed $1.0 billion; and • any shares of common stock that may be sold issued upon conversion of a $300.0 million promissory note due December 17, 2022, issued to Nant Capital, LLC, an affiliate of Dr. Soon-Shiong, for unpaid principal and interest at a conversion price of $5.67 per share of common stock (subject to appropriate adjustment from time to time at various prices. An increase for any stock dividend, stock split, combination of $1.00 per share shares, reorganization, recapitalization, reclassification or other similar event), in the price at which event of a default on the shares are sold from the assumed public offering price of $8.74 per share shown loan (as defined in the table abovepromissory note), assuming all including if we do not repay the loan at maturity, and if we elect at our sole option, to settle the outstanding principal amount and accrued and unpaid interest due through conversion instead of our Common Stock payment in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 millioncash. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30unless we specifically state otherwise, 2021, under the Sales Agreement. Between July 1, 2021 and the date of all information in this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering supplement assumes no exercise of outstanding stock options subsequent to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plansMarch 31, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders2022.

Dilution. If you invest in our Common Stockcommon stock in this offering, you your ownership interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock you pay in this offering and the adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. As of March 31, 2024, we had a net tangible book value of $(131.7) million, or $(0.54) per share of common stock, based on 246,061,379 shares of common stock outstanding as of such date. Our historical net tangible book value per share is determined by subtracting our total liabilities from our represents total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock common stock outstanding at June 30March 31, 20212024. After giving effect to our the assumed sale in this offering by us of $150.0 million of shares of our Common Stock in the aggregate amount of $48,537,500 common stock at an assumed public offering price of $8.74 1.48 per share (share, which was the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market NYSE on October 22May 9, 2021) and after deducting the sales agent 2024, less commissions and our estimated offering expenses payable by us, our as as-adjusted net tangible book value as of June 30at March 31, 2021 2024 would have been approximately $31,541,37518.3 million, or $0.40 0.05 per share of Common Stockcommon stock. This represents an immediate increase in net tangible book value of $0.61 0.59 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 1.43 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed dilution. The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares of common stock sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as determined at the time the shares of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable common stock are sold pursuant to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500prospectus supplement and accompanying prospectus. The shares of common stock sold in this offering, if any, will be sold from time to time at various prices. Assumed public offering price per share $1.48 Net tangible book value per share as of March 31, 2024 $(0.54) Increase per share attributable to new investors purchasing shares of our common stock in this offering $ 0.59 As adjusted net tangible book value per share after giving effect to this offering $0.05 Dilution per share to new investors $1.43 The shares of common stock subject to the Sales Agreement are being sold from time to time at various prices. An increase of $1.00 per share of common stock in the price at which the shares of common stock are sold from the assumed public offering price of $8.74 1.48 per share of common stock shown in the table above, assuming all of our Common Stock shares of common stock in the aggregate amount of approximately $48,537,500 is 150.0 million during the term of the Sales Agreement with Cantor are sold at that price, would increase our adjusted net tangible book value per share of common stock after the offering to $0.06 per share of common stock and would increase the dilution in net tangible book value per share of common stock to new investors in this offering to $9.33 2.42 per shareshare of common stock, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share of common stock in the price at which the shares of common stock are sold from the assumed public offering price of $8.74 1.48 per share of common stock shown in the table above, assuming all of our Common Stock shares of common stock in the aggregate amount of approximately $48,537,500 is 150.0 million during the term of the Sales Agreement with Cantor are sold at that price, would decrease our adjusted net tangible book value per share of common stock after the offering to $0.03 per share of common stock and would decrease the dilution in net tangible book value per share of common stock to new investors in this offering to $7.34 0.45 per shareshare of common stock, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion only and table are may differ based on 72,742,689 the actual offering price and the actual number of shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: common stock offered. • 1,071,782 4,550,753 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock common stock issuable upon vesting and exercise of stock options outstanding under the Plan (of which 1,382,936 shares are vested and exercisable); • 2,066,555 shares of common stock issuable upon the vesting of performance-based stock units outstanding under the Plan; • 7,477,618 shares of common stock issuable upon the vesting of restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance outstanding under our 2018 Equity Incentive the Plan; • 272,942 4,394,707 shares of Common Stock common stock reserved for issuance under our 2018 Employee Stock Purchase Plangrants and unsold pursuant to the ESPP; • 5,616,112 18,844,600 shares of Common Stock common stock issuable upon conversion of our outstanding convertible notes; and • 27,125,772 shares issuable upon exercise of our outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreementwarrants. The above illustration of dilution per share to the investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock common stock or outstanding warrants to purchase shares of our Common Stockcommon stock that will be outstanding after this offering. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plansexercised, there you will be experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these such securities could may result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price per share of our Common Stock in this offering common stock and the pro forma as adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock as of June September 30, 2021 2023 was approximately $(15,490,000)12.7 million, or approximately $(0.21) 2.37 per share, based on 72,742,689 . Net tangible book value per share represents the quotient calculated by dividing (i) our total tangible assets less total liabilities by (ii) the total number of shares of Common Stock outstanding at June 30, 2021our common stock outstanding. After giving effect to the issuance of 825,954 shares since September 30, 2023 (the vast majority of which were issued pursuant to the exercise of pre-funded warrants), our pro forma net tangible book value on September 30, 2023, would have been approximately $2.06 per share. After giving further effect to the sale of 1,873,925 shares of common stock in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed public offering price of $8.74 3.02 per share (the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 22share, 2021) and after deducting the sales agent commissions and our estimated aggregate offering expenses payable by us, our as adjusted pro forma net tangible book value as of June September 30, 2021 2023 would have been approximately $31,541,37517.9 million, or approximately $0.40 2.22 per share of Common Stockshare. This represents an immediate increase in net tangible book value of approximately $0.61 0.17 per share to our existing stockholders and an immediate dilution in as adjusted pro forma net tangible book value of approximately $8.34 0.80 per share to new investors purchasing our Common Stock participating in this offering at offering, as illustrated by the assumed public offering price. The following table illustrates this dilution on a per share basistable: Assumed public offering price per share $ 8.74 Historical 3.02 Pro forma net tangible book value per share after giving effect to the issuance of common stock since September 30, 2023 $ 2.06 Net tangible book value per share as of June September 30, 2021 2023 $ (0.21) 2.37 As adjusted pro forma net tangible book value per share after giving effect to this offering $ 2.22 Increase in pro forma net tangible book value per share attributable to investors participating in this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 0.16 The table above assumes for illustrative purposes that an aggregate of 5,553,490 1,873,925 shares of our Common Stock common stock are sold at a price of $8.74 3.02 per share, the last reported sales price of our Common Stock on the Nasdaq on January 31, 2024, for aggregate gross proceeds of approximately $48,537,5005.7 million. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 5,360,326 actual shares of our Common Stock common stock outstanding as of June September 30, 20212023, which excludes as of such date: • 1,071,782 and 6,186,280 shares of Common Stock reserved for common stock outstanding on a pro forma basis after giving effect to the issuance upon of 825,954 shares since September 30, 2023 (the vast majority of which were issued pursuant to the exercise of pre-funded warrants) on an as adjusted pro forma basis for this offering, and excludes in each case: • 839,522 shares of common stock issuable upon exercise of options outstanding options granted under our equity incentive plans as of February 1, 2024, with a weighted average exercise price of $0.82 12.04 per share; • 4,665,000 2,266,133 shares of Common Stock issuable upon vesting of outstanding restricted common stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of warrants outstanding warrants as of February 1, 2024, with a weighted average exercise price of $8.40 7.64 per share; and • 2,060,000 1,127,245 shares of Common Stock to be issued upon exercise common stock reserved for future grant or issuance as of outstanding warrants on October 22February 1, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 20212024, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stockequity incentive plan. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest in purchase shares of our Common StockStock in this offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock in this offering and the adjusted net tangible book value per share of our Common Stock immediately after the this offering. Our As of December 31, 2021, our net tangible book value was $119.9 million, or $1.20 per share of common stock. We calculate net tangible book value per share is determined by subtracting dividing our total liabilities from our net tangible assets (total tangible assets, which is total assets less intangible assets, and dividing this amount total liabilities) by 99,976,253 the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock issued and outstanding as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30December 31, 2021. After giving effect to our the sale in this offering of shares by us of our Common Stock in the aggregate amount of $48,537,500 200,000,000 in this offering at an assumed offering price of $8.74 4.51 per share (share, which was the last reported sale price of our Common Stock on the Nasdaq Capital Market on October April 22, 2021) 2022, and after deducting the sales agent estimated commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30December 31, 2021 would have been approximately $31,541,375313.6 million, or $0.40 2.17 per share of Common Stock. This amount represents an immediate increase in net tangible book value of $0.61 0.97 per share of our Common Stock to existing stockholders and an immediate dilution of $2.34 per share of our Common Stock to purchasers in this offering. The following table illustrates the dilution: Assumed public offering price per share of our Common Stock $4.51 Net tangible book value per share of our Common Stock as of December 31, 2021 $1.20 Increase per share of our Common Stock attributable to new investors $0.97 As adjusted net tangible book value of $8.34 per share of our Common Stock, after giving effect to this offering $2.17 Dilution per share of our Common Stock to new investors purchasing our Common Stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 $2.34 The table above assumes assumes, for illustrative purposes purposes, that an aggregate of 5,553,490 44,345,898 shares of our Common Stock are sold at a price of $8.74 4.51 per share, which was the last reported sale price of our Common Stock on Nasdaq on April 22, 2022, for aggregate gross proceeds of approximately $48,537,500200,000,000. The shares of our Common Stock sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares of our Common Stock are sold from the assumed public offering price of $8.74 4.51 per share shown in the table above, assuming all of the shares of our Common Stock in the aggregate amount of approximately $48,537,500 is 200,000,000 during the term of the Sales Agreement are sold at that price, would increase our as adjusted net tangible book value per share of our Common Stock after the offering to $2.30 per share and would increase the dilution in net tangible book value per share of our Common Stock to new investors in this offering to $9.33 3.21 per share, after deducting estimated commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 4.51 per share shown in the table above, assuming all of the shares of our Common Stock in the aggregate amount of approximately $48,537,500 is 200,000,000 during the term of the Sales Agreement are sold at that price, would decrease our as adjusted net tangible book value per share of our Common Stock after the offering to $2.00 per share and would decrease the dilution in net tangible book value per share of our Common Stock to new investors in this offering to $7.34 1.51 per share, after deducting estimated commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes onlyonly and may differ based on the actual offering price and the actual number of shares of our Common Stock sold in this offering. The number of shares of our Common Stock expected to be outstanding immediately after this offering included in the table above discussion and table are is based on 72,742,689 99,976,253 shares of our Common Stock, reflective of the number of shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22December 31, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of excludes 13,660,117 shares of our Common Stock issuable under our 2021 Omnibus Incentive Plan. To the extent that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 other shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to are issued, investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase purchasing shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be Stock in this offering could experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these those securities could result in further dilution to our stockholders. We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain any future earnings and do not expect to declare or pay any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors considers relevant.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our The net tangible book value of our common stock as of June 30, 2023, was approximately $66.7 million, or approximately $0.78 per share. Net tangible book value per share represents the amount of our total tangible assets, excluding goodwill and intangible assets, less total liabilities, divided by the total number of shares of our common stock outstanding. Dilution per share to new investors represents the difference between the amount per share paid by purchasers for each share of common stock in this offering and the net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as common stock immediately following the completion of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021this offering. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 100,000,000 at an assumed offering price of $8.74 4.74 per share (share, which was the last reported sale price of our Common Stock common stock on September 29, 2023 on the Nasdaq Capital Market on October 22NYSE, 2021) and after deducting the sales agent estimated commissions and our estimated offering expenses payable by usexpenses, our as as-adjusted net tangible book value as of June 30, 2021 2023 would have been approximately $31,541,375163.9 million, or approximately $0.40 1.53 per share of Common Stockshare. This represents an immediate increase in net tangible book value of approximately $0.61 0.75 per share to our existing stockholders and an immediate dilution in as-adjusted net tangible book value of approximately $8.34 3.21 per share to new investors purchasing purchasers of our Common Stock common stock in this offering at offering, as illustrated by the assumed public offering price. The following table illustrates this dilution on a per share basistable: Assumed offering price per share $ 8.74 Historical $4.74 Net tangible book value per share as of June 30, 2023 $0.78 Increase per share attributable to this offering $0.75 As-adjusted net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable 2023, after giving effect to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 $1.53 Dilution per share to new investors $ 8.34 participating in this offering $3.21 The table above assumes for illustrative purposes that an aggregate of 5,553,490 is based on 85,993,560 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock common stock outstanding as of June 30, 2021, which excludes as of such date2023 and excludes: • 1,071,782 13,822,769 shares of Common Stock reserved for issuance our common stock issuable upon the exercise of outstanding options granted under our equity incentive plans the 2016 Plan, with a weighted average exercise price of $0.82 1.35 per share; • 4,665,000 16,400,000 shares of Common Stock our common stock issuable upon the exercise of private warrants, with an exercise price of $11.50 per share; • 29,268,236 shares of our common stock issuable upon the exercise of our public warrants, with an exercise price of $11.50 per share; • 2,052,500 shares of our common stock issuable upon the exercise of warrants issued as part of units in a private placement, with an exercise price of $12.50 per share; • 13,733,248 shares of our common stock reserved for future issuance under the 2022 Plan; and • 479,646 shares of our common stock issuable upon the vesting of outstanding restricted stock units grantedgranted under the 2022 Plan; and • 1,190,332 additional 1,836,101 shares of Common Stock our common stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common StockESPP. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares exercised, outstanding restricted stock units vest, new equity awards are issued under our equity incentive plansplan, or we otherwise issue additional shares of common stock in the future at prices per share below the price per share for any shares sold in this offering, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockthis offering, you your ownership interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the as adjusted net tangible book value per share of our Common Stock immediately common stock after the giving effect to this offering. Our net tangible book value as of June 30, 2017, was approximately $(6.7) million, or $(0.30) per share of common stock. Our net tangible book value per share is determined by subtracting our total liabilities from our represents total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock common stock outstanding at June 30, 20212017. After giving effect to our the assumed sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 14,000,000 offered at an assumed offering price of $8.74 2.45 per share (share, the last reported sale sales price of for our Common Stock on the Nasdaq Capital Market common stock on October 2218, 2021) 2017, and after deducting the sales agent deduction of commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2017 would have been approximately $31,541,3756.8 million, or $0.40 0.24 per share of Common Stockcommon stock. This amount represents an immediate increase in as adjusted net tangible book value of approximately $0.61 0.54 per share to our existing stockholders and an immediate dilution in the as adjusted net tangible book value of approximately $8.34 2.21 per share to investors participating in this offering at an assumed offering price of $2.45 per share. Dilution per share to new investors purchasing our Common Stock is determined by subtracting the as adjusted net tangible book value per share after this offering from the public offering price per share paid by purchasers in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net 2.45 Net tangible book value per share as of June 30, 2021 2017 $ (0.210.30) Increase in as adjusted net tangible book value per share attributable to this offering $ 0.61 0.54 As adjusted net tangible book value per share after this offering $ 0.40 0.24 Dilution per share to new investors participating in this offering $ 8.34 2.21 The table above assumes for illustrative purposes that an aggregate of 5,553,490 5,714,285 shares of our Common Stock common stock are sold during the term of the Sales Agreement with Xxxxxxxxxx at a price of $8.74 2.45 per share, the last reported sales price for our common stock on The NASDAQ Capital Market on October 18, 2017, for aggregate gross proceeds of approximately $48,537,50014,000,000. The Pursuant to the Sales Agreement with Xxxxxxxxxx, the shares sold in this offering, if any, will be are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.45 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 14,000,000 are sold at that priceprice during the term of the Sales Agreement with Xxxxxxxxxx, would increase our pro forma net tangible book value per share after the offering to $0.26 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 3.19 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.45 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 14,000,000 are sold at that priceprice during the term of the Sales Agreement with Xxxxxxxxxx, would decrease our pro forma net tangible book value per share after the offering to $0.21 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 1.24 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The amounts above discussion and table are based on 72,742,689 22,595,310 shares of our Common Stock common stock outstanding as of June 30, 20212017 and do not take into account, which excludes as of such dateJune 30, 2017: • 1,071,782 · 7,095,579 shares of Common Stock reserved for issuance common stock issuable upon the exercise of options outstanding as of June 30, 2017 with a weighted-average exercise price of $1.66 per share; · 1,081,716 shares of common stock issuable upon the exercise of outstanding options granted under our equity incentive plans warrants as of June 30, 2017 with a weighted average exercise price of $0.82 4.01 per share; • 4,665,000 · 401,793 shares of Common Stock issuable upon vesting common stock reserved as of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved June 30, 2017 for future issuance under our 2018 (1) 2006 Stock Option Plan; (2) 2012 Restated Equity Incentive Plan; • 272,942 and (3) 2012 Non-Employee Director Stock Option Plan; and · 2,589,078 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock common stock issued subsequent to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 20212017, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution pursuant to our stockholdersprior at the market offering with Xxxxxxxxxx.

Dilution. If you invest in our Common Stockcommon stock in this offering, you your ownership interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the as adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net tangible book value (deficit) as of March 31, 2023 was approximately $(62.2) million or $(1.09) per share of common stock. Our net tangible book value (deficit) is the amount of our total tangible assets less our liabilities and our net tangible book value (deficit) per share is determined by subtracting our total liabilities from our total net tangible assets, which is total assets less intangible assets, and dividing this amount book value (deficit) divided by the number of shares of Common Stock common stock outstanding. The historical net tangible book value of our Common Stock , in each case as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021the date specified. After giving effect to our the sale in this offering by us of shares of our Common Stock common stock in this offering in the aggregate amount of $48,537,500 50.0 million, at an assumed offering price of $8.74 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Global Market on October 22June 6, 2021) 2023, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value (deficit) as of June 30March 31, 2021 2023 would have been approximately $31,541,375(13.79) million, or $0.40 (0.22) per share of Common Stockshare. This amount represents an immediate increase in as adjusted net tangible book value of $0.61 0.87 per share to our existing stockholders and an immediate dilution of $8.96 in net tangible book value (deficit) to new investors purchasing shares of $8.34 common stock in this offering. Dilution per share to new investors purchasing our Common Stock in is determined by subtracting as adjusted net tangible book value per share after this offering at from the assumed public offering priceprice per share paid by new investors. The following table illustrates this dilution on a per share basis: Assumed . The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus. The as adjusted information also assumes that all of our common stock in the aggregate amount of $50.0 million is sold at a an assumed offering price of $8.74 per share, for aggregate gross proceeds the last reported sale price of approximately $48,537,500our common stock on the Nasdaq Global Market on June 6, 2023. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed Assumed public offering price of per share $8.74 Net tangible book value (deficit) per share shown in the table aboveas of March 31, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution 2023 $ (1.09) Increase in net tangible book value (deficit) per share attributable to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in $ 0.87 As adjusted net tangible book value (deficit) per share after this offering (0.22) Dilution per share to new investors purchasing in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. $ 8.96 The above discussion and table are based on 72,742,689 number of shares of our Common Stock common stock to be outstanding after this offering is based on 56,883,271 shares of common stock outstanding as of June 30March 31, 20212023, which and excludes as of such that date: • 1,071,782 5,824,197 shares of Common Stock reserved for issuance our common stock issuable upon the exercise of outstanding stock options granted under our equity incentive plans with the 2017 Plan at a weighted average exercise price of $0.82 9.60 per share; • 4,665,000 , and 169,158 shares of Common Stock our common stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of outstanding warrants with inducement stock options outside the 2017 Plan at a weighted average exercise price of $8.40 9.06 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of 3,257,469 shares of our Common Stock that remained available for sale at June 30, 2021, common stock issuable upon the vesting and settlement of restricted stock units outstanding under the Sales Agreement. Between July 1, 2021 2017 Plan and the date of this prospectus supplement, we sold an aggregate of 12,164,728 36,443 shares of our Common Stock for gross proceeds common stock issuable upon the vesting and settlement of approximately $24 million under inducement restricted stock units outside of the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase 2017 Plan; • 1,277,515 shares of our Common Stockcommon stock reserved for future issuance under the 2017 Plan. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In additionFurthermore, we may choose to raise additional capital through the sale of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that any outstanding stock options are exercised, outstanding restricted stock units are settled, new stock options or restricted stock units are issued under the 2017 Plan or we issue additional capital is raised through the sale shares of common stock or other equity or convertible debt securitiessecurities in the future, the issuance of these securities could result in there will be further dilution to our stockholdersinvestors purchasing in this offering.

Dilution. If you invest purchase shares of our common stock in our Common Stockthis offering, you will experience immediate and substantial dilution to the extent of the difference between the public offering price per share and the pro forma as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our Common Stock common stock. Dilution represents the difference between the public offering price per share paid by purchasers in this offering and the pro forma as adjusted net tangible book value per share of our Common Stock common stock immediately after the giving effect to this offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30December 31, 2021 2020 was approximately $(15,490,000)13.5) million, or $(0.211.24) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our the assumed sale in this offering of shares $40.0 million of our Common Stock in the aggregate amount of $48,537,500 common stock, at an assumed public offering price of $8.74 8.16 per share (share, the last reported sale price of our Common Stock common stock on the The Nasdaq Capital Market on October 22March 10, 2021) , and after deducting the sales agent commissions and our estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30December 31, 2021 2020 would have been approximately $31,541,37525.2 million, or $0.40 1.60 per share of Common Stockcommon stock. This represents an immediate increase in the pro forma as adjusted net tangible book value of $0.61 2.84 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 6.56 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceinvestors. The following table illustrates this dilution on a per share basisdilution: Assumed public offering price per share $ 8.74 Historical net $8.16 Net tangible book value per share as of June 30December 31, 2021 $ 2020 $(0.211.24) Increase in pro forma net tangible book value per share attributable to this offering $ 0.61 As 2.84 Pro forma as adjusted net tangible book value per share after giving effect to this offering $ 0.40 $1.60 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors participating in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. 6.56 The above table and discussion and table are is based on 72,742,689 10,882,495 shares of our Common Stock common stock outstanding as of June 30December 31, 20212020 and exclude the following, which excludes as of such dateall: • 1,071,782 1,784,321 shares of Common Stock reserved for issuance common stock issuable upon the exercise of outstanding stock options granted under our equity incentive plans with a weighted weighted-average exercise price of $0.82 2.20 per share; • 4,665,000 6,398,212 shares of Common Stock common stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted weighted- average exercise price of $8.40 4.52 per share; • 40,000 unvested restricted stock awards; and • 2,060,000 446,843 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, future issuance under the Sales Agreement. Between July 1, 2021 Ocuphire 2020 Equity Incentive Plan and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock2018 Equity Incentive Plan. To the extent that any of these outstanding options or warrants outstanding as of December 31, 2020 have been or are exercised exercised, or we issue additional other shares under our equity incentive plansare issued, there will be investors purchasing shares in this offering could experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. To date, we have paid no cash dividends to our stockholders, and we do not intend to pay cash dividends in the foreseeable future.

Dilution. If you invest in our Common Stockcommon stock, you will experience immediate and substantial dilution your interest may be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net tangible book value of our common stock as of December 31, 2023 was $111.3 million, or $2.03 per share of common stock based upon 54,944,130 shares outstanding. Net tangible book value per share is determined by subtracting our total liabilities from equal to our total tangible assets, which is less our total assets less intangible assetsliabilities, and dividing this amount divided by the total number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock outstanding as of June 30December 31, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212023. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 50,000,000 at an assumed offering price of $8.74 1.24 per share (share, the last reported sale price of our Common common stock on The Nasdaq Stock on the Nasdaq Capital Market on October 22April 16, 2021) 2024, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30December 31, 2021 2023 would have been approximately $31,541,375159.6 million, or $0.40 1.68 per share of Common Stockcommon stock. This represents an immediate decrease in net tangible book value of $0.35 per share to our existing stockholders and an immediate increase in net tangible book value of $0.61 per share to existing stockholders and immediate dilution in net tangible book value of $8.34 0.44 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution calculation on a per share basis: Assumed . The as-adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus. The as-adjusted information assumes that all of our common stock in the aggregate amount of $50,000,000 is sold at a the assumed offering price of $8.74 1.24 per share, for aggregate gross proceeds the last reported sale price of approximately $48,537,500our common stock on The Nasdaq Stock Market on April 16, 2024. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed Assumed public offering price of $8.74 per share shown $ 1.24 Historical net tangible book value per share as of December 31, 2023 $ 2.03 Decrease in net tangible book value per share attributable to the table above, assuming all of our Common Stock in offering (0.35) As adjusted net tangible book value per share after giving effect to the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution offering 1.68 Increase in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share participating in the price at which the shares are sold from the assumed public offering price $ 0.44 The number of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock common stock shown above to be outstanding after this offering is based on 54,944,130 shares of our common stock outstanding as of June 30December 31, 20212023, which excludes as of such dateand excludes: • 1,071,782 ■ 9,290,308 shares of Common Stock reserved for issuance common stock issuable upon the exercise of options outstanding options granted as of December 31, 2023 under our equity incentive plans the 2018 Plan, the 2020 Plan, and the 2021 Plan, with a weighted weighted- average exercise price of $0.82 5.63 per share; • 4,665,000 ■ 144,000 shares of Common Stock common stock issuable upon the exercise of options granted between January 1, 2024 and February 29, 2024, under our 2020 Plan, with a weighted-average exercise price of $1.09 per share; ■ 318,218 shares of common stock issuable upon the exercise of options forfeited or otherwise cancelled between January 1, 2024 and February 29, 2024, under our 2020 Plan, with a weighted-average exercise price of $9.33 per share; ■ 91,100 shares of common stock issuable upon the exercise of options forfeited or otherwise cancelled between January 1, 2024 and February 29, 2024, under our 2021 Plan, with a weighted-average exercise price of $9.17 per share; ■ 927,000 shares of common stock issuable upon the vesting and settlement of outstanding restricted stock units grantedoutstanding as of December 31, 2023, under our 2020 Plan and our 2021 Plan; • 1,190,332 ■ 60,000 shares of common stock issuable upon the vesting and settlement of restricted stock units granted between January 1, 2024 and February 29, 2024, under our 2020 Plan; ■ 654,666 shares of common stock issuable upon the vesting and settlement of restricted stock units vested between January 1, 2024 and February 29, 2024, under our 2020 Plan; and ■ 11,254,981 additional shares of Common Stock common stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 stock- based compensation plans as of December 31, 2023, consisting of (i) 8,666,526 shares of Common Stock common stock reserved for future issuance under our 2018 2020 Plan, (ii) 1,478,155 shares of common stock reserved for future issuance under our 2020 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.Plan and

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net tangible book value of our common stock as of March 31, 2022 was approximately $27.5 million, or approximately $1.19 per share of common stock based upon 23,173,297 shares outstanding. Net tangible book value per share is determined by subtracting our total liabilities from equal to our total tangible assets, which is less our total assets less intangible assetsliabilities, and dividing this amount divided by the total number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock outstanding as of June 30March 31, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212022. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 50.0 million at an assumed offering price of $8.74 6.38 per share (share, the last reported sale price of our Common Stock common stock on the The Nasdaq Capital Global Market on October 22May 23, 2021) 2022, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30March 31, 2021 2022 would have been approximately $31,541,37575.6 million, or $0.40 2.44 per share of Common Stockcommon stock. This represents an immediate increase in net tangible book value of $0.61 1.25 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 3.94 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution calculation on a per share basis: Assumed . The as-adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus. The as-adjusted information assumes that all of our common stock in the aggregate amount of $50.0 million is sold at a the assumed offering price of $8.74 6.38 per share, for aggregate gross proceeds the last reported sale price of approximately $48,537,500our common stock on The Nasdaq Global Market on May 23, 2022. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed Assumed public offering price of $8.74 per share shown in the table above$ 6.38 Historical net tangible book value per share as of March 31, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution 2022 $ 1.19 Increase in net tangible book value per share attributable to new investors in this the offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in $ 1.25 As adjusted net tangible book value per share after giving effect to the offering $ 2.44 Dilution per share to new investors participating in this the offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. $ 3.94 The above discussion and table are based on 72,742,689 number of shares of our Common Stock common stock to be outstanding after this offering is based on 23,173,297 shares of our common stock outstanding as of June 30March 31, 20212022, which excludes as of such dateand excludes: • 1,071,782 4,060,283 shares of Common Stock reserved for issuance common stock issuable upon the exercise of options outstanding options granted under our equity incentive plans as of March 31, 2022, with a weighted weighted-average exercise price of $0.82 8.30; • 42,600 shares of our common stock issuable upon the exercise of stock options granted after March 31, 2022, with a weighted-average exercise price of $6.77 per share; • 4,665,000 485,571 shares of Common Stock our common stock issuable upon the vesting and settlement of outstanding restricted stock units grantedunits, or RSUs, outstanding as of March 31, 2021; • 1,190,332 additional 94,688 shares of Common Stock our common stock issuable upon the exercise of warrants outstanding as of March 31, 2022, with a weighted-average exercise price of $9.51 per share; and • 1,838,895 shares of common stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 stock-based compensation plans as of March 31, 2022, consisting of (i) 1,331,665 shares of Common Stock common stock reserved for future issuance under our 2018 2021 Equity Incentive Plan as of March 31, 2022 and (ii) 507,230 shares of common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22. Except as otherwise indicated, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of all information in this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share does not assume or give effect to investors participating in this offering assumes no any exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plansafter March 31, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders2022.

Dilution. If you invest in our Common Stockthis offering, you your ownership interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock in this offering per share and the adjusted net tangible book value per share of our Common Stock common stock after this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock. Dilution represents the difference between the amount per share paid by purchasers of shares in this offering and the as adjusted net tangible book value per share of our common stock immediately after the giving effect to this offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June on April 30, 2021 2022 was approximately $(15,490,000), 29,634,292 or $(0.21) 1.17 per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our the sale in this offering of shares of our Common Stock common stock for aggregate gross proceeds in the aggregate amount of $48,537,500 3,000,000 in this offering at an assumed offering price of $8.74 1.27 per share (share, which was the last reported sale price of our Common Stock common stock on the Nasdaq Capital Global Market on October 22July 25, 2021) 2022 and after deducting the sales agent estimated offering commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June April 30, 2021 2022 would have been approximately $31,541,375, 32,430,042 or $0.40 1.17 per share of Common Stockcommon stock. This represents an immediate increase in no change to the net tangible book value of $0.61 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 0.10 per share to new investors purchasing our Common Stock participating in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basisto investors participating in this offering: Assumed offering price per share $ 8.74 Historical 1.27 Net tangible book value per share as of April 30, 2022 $ 1.17 Increase per share attributable to new investors $ 0.00 As-adjusted net tangible book value per share as of June April 30, 2021 $ (0.21) Increase in net tangible book value per share attributable 2022 after giving effect to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 1.17 Dilution per share to new investors purchasing shares in the offering $ 8.34 0.10 The table above assumes assumes, for illustrative purposes purposes, that an aggregate of 5,553,490 2,362,205 shares of our Common Stock common stock are sold at a price of $8.74 1.27 per share, the last reported sale price of our common stock on the Nasdaq Global Market on July 25, 2022, for aggregate gross proceeds of approximately $48,537,5003,000,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.27 per share shown in the table above, for aggregate gross proceeds of $3,000,000 assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 common stock is sold at that price, would increase our as adjusted net tangible book value per share after the offering to $1.20 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 0.57 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.27 per share shown in the table above, above for aggregate gross proceeds of $3,000,000 assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 common stock is sold at that price, would decrease result in an as adjusted net tangible book value per share after the dilution in offering of $1.11 per share and would increase the net tangible book value per share to new investors in this offering to $7.34 0.34 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion We have entered into the Distribution Agreement with Northland Securities, Inc., under which we may issue and table are based on 72,742,689 shares of sell our Common Stock outstanding common stock from time to time through or to the Agent acting as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 millionagent or principal. In addition, the above discussion and table do not include the up to approximately $24 million worth Sales of shares of our Common Stock that remained available for sale at June 30common stock, 2021if any, under this prospectus may be made by any method that is deemed an “at the Sales Agreementmarket offering” as defined in Rule 415 promulgated under the Securities Act. Between July 1We may instruct the Agent not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We or the Agent may suspend the offering of common stock upon notice and subject to other conditions. The Agent will offer our common stock, 2021 if any, subject to the terms and conditions of the Distribution Agreement as agreed upon by us and the date of this prospectus supplementAgent. Each time we wish to issue and sell common stock under the Distribution Agreement, we will notify an Agent of the number or dollar value of shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold an aggregate in one day, any minimum price below which sales may not be made and other sales parameters as we deem appropriate. Once we have so instructed such Agent, unless such Agent declines to accept the terms of 12,164,728 the notice, such Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of our Common Stock for gross proceeds of approximately $24 million the Agent under the Sales AgreementDistribution Agreement to sell our common stock are subject to a number of conditions that we must meet. The above illustration of dilution per share to investors participating We will pay the Agent commissions for its services in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through acting as agent in the sale of equity or convertible debt securitiescommon stock at a commission rate equal to 3.0% of the gross sales price per share sold. Because there is no minimum offering amount required as a condition to close this offering, the issuance actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Agent for certain specified expenses, including the fees and disbursements of these securities could result its legal counsel in further dilution an amount not to exceed $50,000, and periodic due diligence fees not to exceed $10,000 per calendar year. We estimate that the total expenses for the offering, excluding commissions and reimbursements of legal fees payable to the Agent under the terms of the Distribution Agreement, will be approximately $115,000. Settlement for sales of common stock will generally occur on the second business day following the date on which any sales are made, or on some other date that is agreed upon by us and the Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. In connection with the sale of the common stock on our stockholdersbehalf, each Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agent against certain civil liabilities, including liabilities under the Securities Act. This offering of our common stock pursuant to this prospectus will terminate upon the earlier of (i) the sale of all of our common stock subject to this prospectus, or (ii) termination of the Distribution Agreement as provided therein. The Agent and its respective affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees.

Dilution. If you invest purchase shares of our common stock in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our We calculate net tangible book value per share is determined by subtracting dividing our total liabilities from our total net tangible assets, which is total assets (tangible assets less intangible assets, and dividing this amount total liabilities) by the number of shares of Common Stock outstandingour common stock issued and outstanding as of March 31, 2020. The Our historical net tangible book value at March 31, 2020 was $113,159,533 or approximately $7.57 per share of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021common stock. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 75,000,000 in this offering, at an assumed offering price of $8.74 40.97 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22May 13, 2021) 2020, and after deducting the sales agent commissions and our estimated offering expenses and commissions payable by usus (net proceeds of $72,620,000), our as adjusted net tangible book value as of June 30March 31, 2021 2020 would have been approximately $31,541,375185,779,533, or approximately $0.40 11.08 per share of Common Stockour common stock. This represents an immediate increase in the net tangible book value of $0.61 3.50 per share of our common stock to our existing stockholders and an immediate dilution in net tangible book value of approximately $8.34 29.89 per share of our common stock to new investors purchasing our Common Stock in this offering at the assumed public offering priceinvestors. The following table illustrates this dilution on a per share basisdilution: Assumed public offering price per share $ 8.74 Historical net 40.97 Net tangible book value per share as of June 30March 31, 2021 2020 $ (0.21) 7.57 Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted 3.51 Adjusted net tangible book value per share as of March 31, 2020, after giving effect to this offering $ 0.40 11.08 Dilution per share to new investors purchasing shares in this offering $ 8.34 29.89 The table above assumes for illustrative purposes that an aggregate of 5,553,490 1,830,608 shares of our Common Stock common stock are sold at a price of $8.74 40.97 per share, the last reported sale price of our common stock on Nasdaq on May 13, 2020, for aggregate gross proceeds of approximately $48,537,50075,000,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 40.97 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 75,000,000 is sold at that price, would increase our adjusted net tangible book value per share after the offering to $11.11 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 30.86 per share, after deducting commissions and estimated offering expenses and commissions payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 40.97 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 75,000,000 is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $11.05 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 28.92 per share, after deducting commissions and estimated offering expenses and commissions payable by us. This information is supplied for illustrative purposes only. The above discussion and table are Unless we indicate otherwise, all information in this prospectus supplement is based on 72,742,689 14,940,668 shares of our Common Stock common stock outstanding as of June 30March 31, 20212020, which excludes as of such dateand excludes: • 1,071,782 ● 834,719 shares of Common Stock reserved for issuance our common stock issuable upon the exercise of stock options outstanding options granted under our equity incentive plans with at March 31, 2020, at a weighted average exercise price of $0.82 9.61 per share; • 4,665,000 ● 3,160,715 shares of Common Stock our common stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of warrants outstanding warrants with at March 31, 2020, at a weighted average exercise price of $8.40 6.79 per shareshare (of which warrants to purchase approximately 177,700 shares have been exercised since March 31, 2020, and such shares are outstanding); and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of ● 1,155,086 additional shares of our Common Stock that remained common stock available for sale at June 30future issuance as of March 31, 20212020, under the Sales Agreement. Between July 1, 2021 our 2014 Stock Option and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common StockEquity Incentive Plan. To the extent that any of these outstanding options or warrants are exercised exercised, or we issue additional other shares, investors purchasing shares under our equity incentive plans, there will be in this offering could experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital is raised through the sale of equity or convertible debt securities, the issuance of these those securities could result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our net tangible book value of our common stock as of June 30, 2024 was approximately $40.2 million, or approximately $1.17 per share of common stock based upon 34,341,303 shares outstanding as of that date. Net tangible book value per share is determined by subtracting our total liabilities from equal to our total tangible assets, which is less our total assets less intangible assetsliabilities, and dividing this amount divided by the total number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock outstanding as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212024. After giving effect to our the sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 50.0 million at an assumed offering price of $8.74 4.44 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market on October 22September 26, 2021) 2024, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2024 would have been approximately $31,541,37588.4 million, or $0.40 1.94 per share of Common Stockcommon stock. This represents an immediate increase in net tangible book value of $0.61 0.77 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 2.50 per share to new investors purchasing our Common Stock in this offering at the assumed offering. Assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net 4.44 Net tangible book value per share as of June 30, 2021 2024 $ (0.21) 1.17 Increase in net tangible book value per share attributable to this the offering $ 0.61 0.77 As adjusted net tangible book value per share after this giving effect to the offering $ 0.40 1.94 Dilution per share to new investors participating in the offering $ 8.34 2.50 The table above assumes for illustrates this calculation on a per share basis. The as-adjusted information is illustrative purposes that an aggregate only and will adjust based on the actual price to the public, the actual number of 5,553,490 shares sold and other terms of the offering determined at the time shares of our Common Stock common stock are sold pursuant to this prospectus supplement. The as-adjusted information assumes that all of our common stock in the aggregate amount of $50.0 million is sold at a the assumed offering price of $8.74 4.44 per share, for aggregate gross proceeds the last reported sale price of approximately $48,537,500. The shares sold in this offeringour common stock on the Nasdaq Capital Market on September 26, if any, will be sold from time to time at various prices2024. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of to $8.74 5.44 per share shown in the table aboveshare, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 50.0 million is sold at that price, would result in an adjusted net tangible book value per share after the offering of $2.03 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 3.41 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of to $8.74 3.44 per share shown in the table aboveshare, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 50.0 million is sold at that price, would result in an adjusted net tangible book value per share after the offering of $1.81 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 1.63 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 number of shares of our Common Stock common stock to be outstanding immediately after this offering is based on 34,341,303 shares of our common stock outstanding as of June 30, 2021, which excludes 2024. The number of shares outstanding as of such dateJune 30, 2024 excludes: • 1,071,782 1,928,439 shares of Common Stock reserved for issuance common stock issuable upon the exercise of options outstanding options granted under our equity incentive plans as of June 30, 2024, with a weighted average exercise price of $0.82 9.78 per share; • 4,665,000 1,115,750 shares of Common Stock issuable upon vesting of outstanding common stock subject to restricted stock units grantedoutstanding as of June 30, 2024; • 1,190,332 additional 18,032,322 shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock common stock issuable upon the exercise of warrants outstanding warrants as of June 30, 2024, with a weighted average exercise price of $8.40 5.06 per share; • 142,857 shares of common stock issuable upon the exercise of pre-funded warrants outstanding as of June 30, 2023, with an exercise price of $0.001 per share; and • 2,060,000 627,781 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion common stock reserved and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at future issuance under our equity incentive plans as of June 30, 20212024, consisting of (1) 61,761 shares available for issuance under the Sales Agreementour 2018 Equity Incentive Plan, (2) 9,750 shares available for issuance under our 2023 Non-Employee Director Plan and (3) 556,270 shares available for issuance under our 2017 Employee Stock Purchase Plan. Between July 1, 2021 and the date of Except as otherwise indicated all information in this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering supplement assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares and no vesting of our Common Stockrestricted stock units after June 30, 2024. To the extent that any of these outstanding options or warrants have been or may be exercised, or restricted stock units have vested or may vest, or other shares or securities convertible into or exchangeable for shares are exercised or we issue additional shares under our equity incentive plansissued, there will be new investors may experience further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholdersdilution.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock common stock you pay in this offering and the as adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our As of June 30, 2022, our historical net tangible book value was $96.4 million, or $4.92 per share of common stock. Historical net tangible book value per share is determined by subtracting our total liabilities from represents the amount of our total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by 19,602,445 the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock outstanding as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212022. After giving effect to our the assumed sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 100.0 million at an assumed offering price of $8.74 23.85 per share (share, the last reported sale price of our Common Stock common stock on the The Nasdaq Capital Market on October 22August 12, 2021) 2022, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2022 would have been approximately $31,541,375193.3 million, or $0.40 8.12 per share of Common Stockcommon stock. This amount represents an immediate increase in net tangible book value of $0.61 3.20 per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $8.34 15.73 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution calculation on a per share basis: Assumed . The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500pursuant to this prospectus. The shares sold in this offering, if any, will be sold from time to time at various prices. Assumed offering price per share $23.85 Historical net tangible book value per share as of June 30, 2022 $4.92 Increase in net tangible book value per share attributable to this offering 3.20 As adjusted net tangible book value per share after giving effect to this offering 8.12 Dilution per share to new investors participating in this offering $15.73 The table above assumes for illustrative purposes that an aggregate of 4,192,872 shares of our common stock are sold during the term of the sales agreement with Cowen at a price of $23.85 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on August 12, 2022, for aggregate gross proceeds of $100.0 million. The shares subject to the sales agreement with Cowen are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 23.85 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 100.0 million during the term of the sales agreement with Cowen is sold at that price, would increase our adjusted net tangible book value per share after the offering to $8.18 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 16.67 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 23.85 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 100.0 million during the term of the sales agreement with Cowen is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $8.06 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 14.79 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 number of shares of our Common Stock common stock to be outstanding after this offering is based on an aggregate of 19,602,445 shares of our common stock outstanding as of June 30, 2021, which excludes as of such date2022 and excludes: • 1,071,782 5,311 shares of Common Stock reserved for issuance common stock issuable upon the exercise of warrants outstanding as of June 30, 2022, at an exercise price of $18.83 per share; • 2,874,941 shares of our common stock issuable upon the exercise of stock options granted under our equity incentive plans with outstanding as of June 30, 2022, at a weighted average exercise price of $0.82 26.80 per share, of which 1,861,440 shares were vested as of such date; • 4,665,000 656,185 shares of Common Stock our common stock issuable upon the vesting of outstanding restricted stock units grantedoutstanding as of June 30, 2022; • 1,190,332 additional 148,564 shares of Common Stock common stock reserved for future issuance under our 2020 Inducement Plan as of June 30, 2022, and 3,277,083 shares of common stock reserved for future issuance under our 2018 Equity Incentive Plan as of June 30, 2022, plus up to an additional 472,658 shares subject to outstanding stock options granted under our 2017 Plan, 2016 Plan or 2010 Plan as of June 30, 2022, which may be issued under the 2018 Plan solely after the forfeiture, expiration or cancellation of such stock options; and • 272,942 226,550 shares of Common Stock common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares ESPP as of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock2022. To the extent that any shares are issued upon the exercise of these outstanding options or warrants are exercised outstanding warrants, the vesting of outstanding restricted stock units or we issue additional shares otherwise pursuant to any grants made in the future under our equity incentive plans2020 Inducement Plan and 2018 Plan or any shares are issued under our 2018 ESPP, there you will be experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could may result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock common stock you pay in this offering and the as adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our As of June 30, 2019, our historical net tangible book value was $256.8 million, or $4.65 per share of common stock. Historical net tangible book value per share is determined by subtracting our total liabilities from represents the amount of our total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by 55,186,745, the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock outstanding as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212019. After giving effect to our the assumed sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 75.0 million at an assumed offering price of $8.74 8.55 per share (share, the last reported sale price of our Common Stock common stock on the The Nasdaq Capital Global Select Market on October 22August 28, 2021) 2019, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2019 would have been approximately $31,541,375329.1 million, or $0.40 5.15 per share of Common Stockcommon stock. This amount represents an immediate increase in net tangible book value of $0.61 0.50 per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $8.34 3.40 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution calculation on a per share basis: Assumed . The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500pursuant to this prospectus. The shares sold in this offering, if any, will be sold from time to time at various prices. Assumed offering price per share $8.55 Historical net tangible book value per share as of June 30, 2019 $4.65 Increase in net tangible book value per share attributable to this offering 0.50 As adjusted net tangible book value per share after giving effect to this offering 5.15 Dilution per share to new investors participating in this offering $3.40 The table above assumes for illustrative purposes that an aggregate of 8,771,929 shares of our common stock are sold during the term of the Sales Agreement with SVB Leerink at a price of $8.55 per share, the last reported sale price of our common stock on The Nasdaq Global Select Market on August 28, 2019, for aggregate gross proceeds of $75.0 million. The shares subject to the sales agreement with SVB Leerink are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 8.55 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 75.0 million during the term of the Sales Agreement with SVB Leerink is sold at that price, would increase our adjusted net tangible book value per share after the offering to $5.22 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 4.33 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 8.55 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 75.0 million during the term of the Sales Agreement with SVB Leerink is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $5.05 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 2.50 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 number of shares of our Common Stock common stock to be outstanding immediately after this offering is based on an aggregate of 55,186,745 shares of common stock outstanding as of June 30, 2021, which excludes as of such date2019 and excludes: • 1,071,782 6,406,209 shares of Common Stock reserved for issuance our common stock issuable upon the exercise of stock options outstanding options granted under our equity incentive plans with as of June 30, 2019, at a weighted average exercise price of $0.82 16.78 per share, of which 3,450,350 shares were vested as of such date; • 4,665,000 1,565,395 shares of Common Stock our common stock issuable upon the vesting of outstanding restricted stock units grantedoutstanding as of June 30, 2019; and • 1,190,332 additional 1,941,086 shares of Common Stock common stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares , or the 2018 Plan, as of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock2019. To the extent that any shares are issued upon the exercise of these outstanding options options, the vesting of outstanding restricted stock units or warrants are exercised or we issue additional shares otherwise pursuant to any grants made in the future under our equity incentive plans2018 Plan, there you will be experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could may result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockcommon stock, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock common stock you pay in this offering and the as adjusted net tangible book value per share of our Common Stock common stock immediately after the this offering. Our As of September 30, 2017, our historical net tangible book value was $50.9 million, or $5.73 per share of common stock. Historical net tangible book value per share is determined by subtracting our total liabilities from represents the amount of our total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by 8,882,785, the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock common stock outstanding as of June September 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 20212017. After giving effect to our the assumed sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 50,000,000 at an assumed offering price of $8.74 36.00 per share (share, the last reported sale price of our Common Stock common stock on the The Nasdaq Capital Market on October 22February 7, 2021) 2018, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June September 30, 2021 2017 would have been approximately $31,541,37599.2 million, or $0.40 9.66 per share of Common Stockcommon stock. This amount represents an immediate increase in net tangible book value of $0.61 3.93 per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $8.34 26.34 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution calculation on a per share basis: Assumed . The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 determined at the time shares of our Common Stock common stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500pursuant to this prospectus. The shares sold in this offering, if any, will be sold from time to time at various prices. Assumed offering price per share $ 36.00 Historical net tangible book value per share as of September 30, 2017 $5.73 Increase in net tangible book value per share attributable to this offering 3.93 As adjusted net tangible book value per share after giving effect to this offering 9.66 Dilution per share to new investors participating in this offering $26.34 The table above assumes for illustrative purposes that an aggregate of 1,388,888 shares of our common stock are sold during the term of the sales agreement with Cowen at a price of $36.00 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on February 7, 2018, for aggregate gross proceeds of $50.0 million. The shares subject to the sales agreement with Cowen are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 36.00 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 50.0 million during the term of the sales agreement with Cowen is sold at that price, would increase our adjusted net tangible book value per share after the offering to $9.69 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 27.31 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 36.00 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 50.0 million during the term of the sales agreement with Cowen is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $9.62 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 25.38 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 number of shares of our Common Stock common stock to be outstanding after this offering is based on an aggregate of 8,882,785 shares of our common stock outstanding as of June September 30, 2021, which excludes as of such date2017 and excludes: • 1,071,782 ∎ 1,027,321 shares of Common Stock reserved for issuance our common stock issuable upon the exercise of stock options outstanding options granted under our equity incentive plans with as of September 30, 2017, at a weighted average exercise price of $0.82 17.81 per share, of which 331,832 shares were vested as of such date; • 4,665,000 and ∎ 67,260 shares of Common Stock issuable upon vesting of outstanding restricted common stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 2016 Equity Incentive Plan; • 272,942 , or the 2016 Plan, as of September 30, 2017, plus up to an additional 163,288 shares subject to outstanding stock options granted under the Biodel Inc. 2010 Stock Incentive Plan, as amended, or the 2010 Plan, as of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to September 30, 2017, which may be issued upon exercise under the 2016 Plan solely after the forfeiture, expiration or cancellation of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 millionsuch stock options. In addition, in September 2017, our board of directors adopted the above discussion Albireo Pharma, Inc. 2017 Inducement Equity Incentive Plan, or 2017 Inducement Plan, without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, pursuant to which we may grant stock options, stock awards and table do not include the other stock-based awards for up to approximately $24 million worth a total of 150,000 shares of common stock to new employees of the Company. Also, in January 2018, we issued 2,265,500 shares of our Common Stock that remained available for sale common stock in an underwritten public offering at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date a public offering price of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution 33.00 per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stockshare. To the extent that any shares are issued upon the exercise of these outstanding options or warrants are exercised or we issue additional shares otherwise pursuant to any grants made in the future under our equity incentive plans2016 Plan or 2017 Inducement Plan, there you will be experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could may result in further dilution to our stockholders.

Dilution. If you invest in purchase shares of our Common StockStock in this offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price per share of our Common Stock in this offering and the adjusted net tangible book value per share of our Common Stock immediately after the this offering. Our As of June 30, 2024, our net tangible book value was $196.3 million, or $2.6926 per share of Common Stock. We calculate net tangible book value per share is determined by subtracting dividing our total liabilities from our net tangible assets (total tangible assets, which is total assets less intangible assets, and dividing this amount total liabilities) by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021issued and outstanding. After giving effect to our the sale in this offering of shares by us of our Common Stock in the aggregate amount of $48,537,500 142,800,000 in this offering at an assumed offering price of $8.74 1.22 per share (share, which was the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 22September 11, 2021) 2024, and after deducting the sales agent commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021 2024 would have been approximately $31,541,375334.5 million, or $0.40 1.7608 per share of Common Stock. This amount represents an immediate increase in a decrease of $0.9318 per share to net tangible book value of $0.61 per share our Common Stock to existing stockholders and an immediate dilution accretion of $0.5408 per share of our Common Stock to purchasers in net this offering. The following table illustrates the dilution: Assumed public offering price per share of our Common Stock $ 1.22 Net tangible book value of $8.34 per share of our Common Stock as of June 30, 2024 $2.6926 Decrease per share of our Common Stock attributable to new investors in this offering $0.9318 Accretion per share of our Common Stock to new investors purchasing our Common Stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 $0.5408 The table above assumes assumes, for illustrative purposes purposes, that an aggregate of 5,553,490 117,049,180 shares of our Common Stock are sold at a price of $8.74 1.22, which was the last reported sale price of our Common Stock on Nasdaq on September 11, 2024, per share, share for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices142,800,000. An increase of $1.00 0.25 per share in the price at which the shares of our Common Stock are sold from the assumed offering price of $1.22 per share shown in the table above, assuming all of the shares of our Common Stock in the aggregate amount of $142,800,000 are sold at that price, would decrease our as adjusted net tangible book value per share of our Common Stock after the offering by $0.7257 per share and would result in accretion in net tangible book value per share of our Common Stock to new investors to $0.4969 per share, after deducting estimated aggregate offering expenses payable by us. A decrease of $0.25 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.22 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is 142,800,000 are sold at that price, would decrease our as adjusted net tangible book value per share of our Common Stock after the dilution offering by $1.1731 per share and would result in accretion in net tangible book value per share of our Common Stock to new investors in this offering to of $7.34 0.5495 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes onlyonly and may differ based on the actual offering price and the actual number of shares of our Common Stock sold in this offering. The number of shares of our Common Stock expected to be outstanding immediately after this offering included in the table above discussion and table are is based on 72,742,689 72,902,000 shares of our Common Stock, reflective of the number of shares of our Common Stock outstanding as of June 30, 20212024, which excludes as and does not reflect issuances subsequent to June 30, 2024. As of such date: • 1,071,782 September 11, 2024, there were 81,804,110 shares of our Common Stock reserved for issuance upon outstanding, and, assuming the exercise sale of outstanding options granted under 117,049,180 shares of our equity incentive plans with a weighted average exercise Common Stock in this offering at an offering price of $0.82 1.22 per share; • 4,665,000 share there will be approximately 198,853,290 shares of our Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 millionoutstanding. In addition, the above discussion and table do not include the up to approximately $24 million worth The actual number of shares of our Common Stock issued will vary depending on the sale price under this offering. To the extent that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 other shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to are issued, investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase purchasing shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be Stock in this offering could experience further dilution to new investorsdilution. In addition, we may choose to request additional Prepaid Advances or raise additional capital due to market conditions or strategic considerations considerations, even if we believe we have sufficient funds for our current or future operating plans. To We currently intend to retain all available funds and future earnings, if any, to fund the extent development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on then-existing conditions, including, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, business prospects and other factors that additional capital is raised through the sale board of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholdersdirectors may deem relevant.

Dilution. If you invest purchase our common stock in our Common Stockthis offering, you your interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the adjusted net tangible book value per share of our Common Stock immediately common stock after this offering. We calculate net tangible book value per share by dividing our net tangible assets (tangible assets less total liabilities) by the offeringnumber of shares of our common stock issued and outstanding as of June 30, 2023. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 2023, was approximately $(15,490,000)12,023,161, or approximately $(0.21) 0.23 per share, based on 72,742,689 53,077,436 shares of Common Stock our common stock outstanding at as of June 30, 20212023. After giving effect to our the sale in this offering of shares of our Common Stock common stock during the term of the Sales Agreement with the Sales Agent in the aggregate amount of $48,537,500 60,000,000 at an assumed offering price of $8.74 0.29 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Market NYSE American on October 2225, 2021) 2023, and after deducting the sales agent commissions and our estimated aggregate offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2021 2023, would have been approximately $31,541,37570,173,161, or $0.40 0.27 per share of Common Stockcommon stock. This represents an immediate increase in the net tangible book value of $0.61 58,15,000 or $0.04 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 0.02 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceinvestors. The following table illustrates this dilution on a per share basisdilution: Assumed public offering price per share $ 8.74 Historical net $ 0.29 Net tangible book value per share as of June 30, 2021 2023 $ (0.21) 0.23 Increase in net tangible book value per share attributable to this offering $ 0.61 As 0.04 Pro forma as adjusted net tangible book value per share as of June 30, 2023, after this offering giving effect to thisoffering $ 0.40 $ 0.27 Dilution per share to new investors purchasing shares in this offering $ 8.34 $ 0.02 The table above assumes for illustrative purposes that an aggregate of 5,553,490 206,896,552 shares of our Common Stock common stock are sold during the term of the Sales Agreement at a price of $8.74 0.29 per share, the last reported sale price of our common stock on the NYSE American on October 25, 2023, for aggregate gross proceeds of approximately $48,537,50060,000,000. The shares sold in this offering, if any, will be pursuant to the Sales Agreement are being sold from time to time at various prices. An increase of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 0.29 per share shown in share, the table abovelast reported sale price of our common stock on the NYSE American on October 25, 2023, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 60,000,000 during the term of the Sales Agreement is sold at that price, would increase our pro forma as adjusted net tangible book value per share after the offering to $0.34 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 0.05 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 0.29 per share shown in share, the table abovelast reported sale price of our common stock on the NYSE American on October 25, 2023, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 60,000,000 during the term of the Sales Agreement is sold at that price, would decrease our pro forma as adjusted net tangible book value per share after the dilution in offering to $0.19 per share and would not decrease the net tangible book value per share to new investors in this offering to $7.34 per shareoffering, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table tables are based on 72,742,689 53,077,436 shares of our Common Stock common stock issued and outstanding as of June 30, 20212023, which and excludes as of such datethat date the following: • 1,071,782 ● 5,058,655 shares of Common Stock common stock reserved for future issuance pursuant to grants outstanding under the IGC Pharma, Inc. 2018 Omnibus Incentive Plan; ● 9,147 shares of common stock pursuant to the conversion of 91,472 units that can be separated into common stock based on a ratio of one share of common stock for every ten units; ● 150,000 shares of common stock reserved for future issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 stock options; and ● 4,787,502 shares of Common Stock issuable upon vesting of outstanding restricted our common stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under to our 2018 Equity Incentive Plan; • 272,942 directors and executive officers pursuant to special grants approved by our stockholders. ● On June 30, 2023, the Company entered into a Share Purchase Agreement. Under the terms of the Agreement, IGC Pharma, Inc. will issue 10,000,000 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with unregistered common stock at a weighted average exercise price of $8.40 0.30 per share; and • 2,060,000 shares of Common Stock . Shares are intended to be issued upon exercise exempt from registration under the Securities Act, by virtue of outstanding warrants on October 22the provisions of Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S adopted thereunder. We have entered into the Sales Agreement with A.G.P./Alliance Global Partners (the “Sales Agent”), 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion under which we may issue and table do not include the up sell from time to approximately $24 million worth of time shares of our Common Stock common stock having an aggregate offering price of up to $60,000,000. The Sales Agent may sell the common stock by any method that remained available for sale is deemed to be an “at June 30, 2021, the market offering” as defined in Rule 415 under the Sales AgreementSecurities Act, including sales made directly on or through the NYSE American or any other existing trading market for the common stock in the U.S. or to or through a market maker, subject to the limitations imposed by General Instruction I.B.6. Between July 1to Form S-3, 2021 and the date as applicable. By means of this prospectus supplement, we are offering $8,978,437 of common stock pursuant to General Instruction I.B.6 of Form S-3. Each time we wish to issue and sell shares of common stock under the Sales Agreement, we will notify the Sales Agent of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold an aggregate in any one day and any minimum price below which sales may not be made. Once we have so instructed the Sales Agent, subject to the terms and conditions of 12,164,728 the Sales Agreement, the Sales Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Sales Agent under the Sales Agreement to sell our shares of common stock are subject to a number of conditions that we must meet. The Sales Agent will provide written confirmation to us no later than the opening of the trading day immediately following the trading day on which shares of our Common Stock for gross proceeds of approximately $24 million common stock are sold under the Sales Agreement. Each confirmation will include the number of shares sold, the volume-weighted average price of the shares sold, the compensation payable by us to the Sales Agent with respect to such sales, and the net proceeds payable to us. The above illustration settlement of dilution per share sales of shares between us and the Sales Agent is generally anticipated to investors participating occur on the second trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated in this offering assumes prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the Sales Agent may agree. There is no exercise arrangement for funds to be received in an escrow, trust, or similar arrangement. We will report at least quarterly the number of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of common stock sold through the Sales Agent under the Sales Agreement, the net proceeds to us, and the compensation paid by us to the Sales Agent in connection with the sales of common stock. We will pay the Sales Agent a commission equal to 3% of the aggregate gross proceeds we receive from each sale of our Common Stockshares of common stock. To Because there is no minimum offering amount required as a condition of this offering, the extent that any of these outstanding options or warrants actual total public offering amount, commissions, and proceeds to us, if any, are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investorsnot determinable at this time. In addition, we have agreed to reimburse the Sales Agent for certain of their expenses incurred in connection with acting as Sales Agent, including the fees and expenses of its counsel of up to $40,000 and pay an annual maintenance fee of $10,000. In connection with the sale of common stock on our behalf, the Sales Agent may choose be deemed to raise additional capital due be an “underwriter” within the meaning of the Securities Act, and the compensation paid to market conditions the Sales Agent may be deemed to be underwriting commissions or strategic considerations even if we believe we discounts. We have sufficient funds agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act. In the ordinary course of their business, the Sales Agent and/or their affiliates may in the future perform investment banking, broker-dealer, financial advisory, or other services for us, for which they may receive separate fees. The offering of shares of our current common stock pursuant to the Sales Agreement will terminate upon the earliest of (i) the sale of the maximum dollar amount of shares of common stock subject to the Sales Agreement, (ii) the termination of the Sales Agreement by us or future operating plansthe Sales Agent and (iii) the expiration of the shelf registration statement on Form S-3 (File No. 333-251654) on the third anniversary of the initial effective date of such registration statement. To the extent that additional capital is raised through the sale of equity or convertible debt securitiesrequired by Regulation M, the issuance Sales Agent will not engage in any market-making activities involving our shares while the offering is ongoing under this prospectus supplement. This summary of these securities could result in further dilution the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement was filed as an exhibit to our stockholdersCurrent Report on Form 8-K filed with the SEC on October 27, 2023, and is incorporated by reference into the registration statement of which this prospectus supplement is a part. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” below.

Dilution. If you invest in our Common Stockthis offering, you your ownership interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the as adjusted net tangible book value per share of our Common Stock immediately common stock after the giving effect to this offering. Our net tangible book value as of December 31, 2016 was approximately $(4.1) million, or $(0.19) per share of common stock. Our net tangible book value per share is determined by subtracting our total liabilities from our represents total tangible assets, which is total assets less intangible assetstotal liabilities, and dividing this amount divided by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock common stock outstanding at June 30December 31, 20212016. After giving effect to our the assumed sale in this offering of shares of our Common Stock common stock in the aggregate amount of $48,537,500 5,000,000 offered at an assumed offering price of $8.74 3.40 per share (share, the last reported sale sales price of for our Common Stock common stock on the Nasdaq Capital Market on October 22March 28, 2021) 2017, and after deducting the sales agent deduction of commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30December 31, 2021 2016 would have been approximately $31,541,3750.6 million, or $0.40 0.03 per share of Common Stockcommon stock. This amount represents an immediate increase in as adjusted net tangible book value of approximately $0.61 0.22 per share to our existing stockholders and an immediate dilution in the as adjusted net tangible book value of approximately $8.34 3.37 per share to investors participating in this offering at an assumed offering price of $3.40 per share. Dilution per share to new investors purchasing our Common Stock is determined by subtracting the as adjusted net tangible book value per share after this offering from the public offering price per share paid by purchasers in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net 3.40 Net tangible book value per share as of June 30December 31, 2021 2016 $ (0.210.19) Increase in as adjusted net tangible book value per share attributable to this offering $ 0.61 0.22 As adjusted net tangible book value per share after this offering $ 0.40 0.03 Dilution per share to new investors participating in this offering $ 8.34 3.37 The table above assumes for illustrative purposes that an aggregate of 5,553,490 1,470,588 shares of our Common Stock common stock are sold during the term of the Sales Agreement with Xxxxxxxxxx at a price of $8.74 $ 3.40 per share, the last reported sales price for our common stock on The NASDAQ Capital Market onMarch 28, 2017, for aggregate gross proceeds of approximately $48,537,5005,000,000. The Pursuant to the Sales Agreement with Xxxxxxxxxx, the shares sold in this offering, if any, will be are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 3.40 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 5,000,000 are sold at that priceprice during the term of the Sales Agreement with Xxxxxxxxxx, would increase our pro forma net tangible book value per share after the offering to $0.03 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 4.37 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $$ 1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 3.40 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 is 5,000,000 are sold at that priceprice during the term of the Sales Agreement with Xxxxxxxxxx, would decrease our pro forma net tangible book value per share after the offering to $0.03 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 2.37 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The amounts above discussion and table are based on 72,742,689 21,399,019 shares of our Common Stock common stock outstanding as ofDecember 31, 2016 and do not take into account, as of December 31, 2016: · 6,608,382 shares of common stock issuable upon the exercise of options outstanding as of June 30December 31, 2021, which excludes as 2016 with a weighted-average exercise price of such date: • 1,071,782 $1.62 per share; · 1,081,903 shares of Common Stock reserved for issuance common stock issuable upon the exercise of outstanding options granted under our equity incentive plans warrants as of December 31, 2016 with a weighted average exercise price of $0.82 4.01 per share; • 4,665,000 and · 461,010 shares of Common Stock issuable upon vesting common stock reserved as of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved December 31, 2016 for future issuance under our 2018 (1) 2006 Stock Option Plan; (2) 2012 Restated Equity Incentive Plan; • 272,942 and (3) 2012 Non-Employee Director Stock Option Plan. On June 2, 2016, the 2012 Restated Equity Incentive Plan was amended to automatically increase the number of shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares on January 1 of Common Stock issuable upon exercise each year, commencing with January 1, 2016, by 2% of the outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available common stock as of the last day of the immediately preceding fiscal year. Such increase is included in the number of the shares reserved for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholdersas shown above.

Dilution. If you invest in our Common Stock, you your ownership interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering price of our Common Stock in this offering per share and the as-adjusted net tangible book value per share of our Common Stock immediately after the this offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30on February 29, 2021 2024 was approximately $(15,490,000)7,592,000, or approximately $(0.21) 0.45 per share, share of our Common Stock based on 72,742,689 16,821,646 shares outstanding. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our Common Stock outstanding at June 30, 2021Stock. After giving effect to our the sale in this offering of 8,960,573 shares of our Common Stock in the aggregate amount of $48,537,500 pursuant to this prospectus supplement at an assumed public offering price of $8.74 0.6138 per share (share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on October 22May 9, 2021) 2024, and after deducting the sales agent commissions and our estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of June 30February 29, 2021 2024 would have been approximately $31,541,37512,922,000, or $0.40 0.50 per share of our Common Stock. This represents an immediate increase in the net tangible book value of $0.61 0.05 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 0.11 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceinvestors. The following table illustrates this dilution on a per share basisdilution: Assumed public offering price per share $ 8.74 Historical net 0.6138 Net tangible book value per share as of June 30February 29, 2021 2024 $ (0.21) 0.45 Increase in net tangible book value per share attributable to after this offering $ 0.61 As 0.05 As-adjusted net tangible book value per share after this offering $ 0.40 0.50 Dilution per share to new investors in this offering $ 8.34 0.11 The table above assumes for illustrative purposes that an aggregate of 5,553,490 8,960,573 additional shares of our Common Stock are sold pursuant to the Sales Agreement with the Sales Agents at a price of $8.74 0.6138 per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on May 9, 2024, for aggregate gross net proceeds of approximately $48,537,5005,330,000, after deducting commissions at an assumed rate of 2.0% and estimated aggregate offering expenses payable by us. The shares sold in this offering, if any, will be pursuant to the Sales Agreement with the Sales Agents are being sold from time to time at various prices. The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering determined at the time shares of our Common Stock are sold pursuant to this prospectus. An increase of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 0.6138 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 5,500,000 pursuant to the Sales Agreement with the Sales Agents is sold at that price, would increase our as adjusted net tangible book value per share after the offering to 0.53 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 0.08 per share, after deducting commissions at an assumed rate of 2.0% and estimated aggregate offering expenses payable by us. A decrease of $1.00 0.10 per share in the price at which the shares are sold from the assumed public offering price of $8.74 0.6138 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 5,500,000 pursuant to the Sales Agreement with the Sales Agents is sold at that price, would decrease our as adjusted net tangible book value per share after the offering to $0.47 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 0.04 per share, after deducting commissions at an assumed rate of 2.0% and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 16,821,646 shares of our Common Stock outstanding as of June 30February 29, 20212024, which and excludes as of such datethe following: • 1,071,782 ● 3,506,616 shares of our Common Stock reserved for issuance issuable upon the exercise of options outstanding options granted under our equity incentive plans with as of February 29, 2024, having a weighted average exercise price of $0.82 2.54 per share; • 4,665,000 ● 250 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of our Common Stock reserved for future issuance as of February 29, 2024 under our 2018 Equity 2014 Stock Incentive Plan; • 272,942 ● 6,667 shares of our Common Stock reserved for future issuance as of February 29, 2024 under our 2018 Employee 2017 Stock Purchase Incentive Plan; • 5,616,112 ● 10,384 shares of our Common Stock issuable upon exercise reserved for future issuance as of outstanding warrants February 29, 2024 under our 2020 Stock Incentive Plan; and ● 45,500 shares of our Common Stock reserved for future issuance as of February 29, 2024 under our 2023 Stock Incentive Plan. We do not currently anticipate declaring or paying cash dividends on our capital stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the operation and expansion of our business. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, future prospects, contractual restrictions and covenants and other factors that our board of directors may deem relevant. We have entered into the Sales Agreement with the Sales Agents. Under the terms of the Sales Agreement, we may offer and sell up to $5,500,000 of shares of our Common Stock under this prospectus supplement from time to time through the Sales Agents. A copy of the Sales Agreement was filed as Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on May 10, 2024, and is incorporated by reference into this prospectus supplement and the accompanying prospectus. The sales of our Common Stock, if any, under this prospectus will be made at market prices by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market, on any other existing trading market for our Common Stock or to or through a market maker. Each time that we wish to issue and sell shares of our Common Stock under the Sales Agreement, we will provide a Sales Agent with a weighted average exercise price placement notice describing the amount of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In additionsold, the above discussion and table do not include time period during which sales are requested to be made, any limitation on the up to approximately $24 million worth amount of shares of our Common Stock that remained available may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sale at June 30sales in a given time period and any other instructions relevant to such requested sales. Upon receipt of a placement notice, 2021the applicable Sales Agent, under the Sales Agreement. Between July 1acting as our sales agent, 2021 will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the date rules of this prospectus supplementthe Nasdaq Capital Market, we sold an aggregate of 12,164,728 to sell shares of our Common Stock under the terms and subject to the conditions of the placement notice and the Sales Agreement. We or each Sales Agent may suspend the offering of our Common Stock pursuant to a placement notice upon notice and subject to other conditions. We will pay the Sales agent commissions for its services in acting as agent in the sale of our Common Stock at a commission rate equal to 2.0% of the gross proceeds of approximately $24 million sale price per share sold. We estimate that the total expenses for the offering, excluding compensation and reimbursements payable to the Sales Agents under the Sales Agreement, will be approximately $25,000. We have also agreed to reimburse the Sales Agents for their reasonable out-of-pocket expenses, including attorney’s fees, in connection with the offering pursuant to this prospectus supplement in an amount not to exceed an aggregate of $35,000. Because there are no minimum sale requirements as a condition to this offering, the actual total public offering price, commissions and net proceeds to us, if any, are not determinable at this time. The above illustration actual dollar amount and number of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock we sell through this prospectus will be dependent, among other things, on market conditions and our capital raising requirements. Settlement for sales of our Common Stock, unless the parties agree otherwise, will occur on the second trading day following the date on which any sales are made in return for payment of the net proceeds to us. To the extent that There are no arrangements to place any of these outstanding options the proceeds of this offering in an escrow, trust or warrants are exercised or we issue additional shares under similar account. Sales of our equity incentive plans, there Common Stock as contemplated in this prospectus will be further dilution to new investorssettled through the facilities of The Depository Trust Company or by such other means as we and each Sales Agent may agree upon. In additionconnection with the sale of our Common Stock on our behalf, we may choose each Sales Agent will be deemed to raise additional capital due be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agents will be deemed to market conditions be underwriting commissions or strategic considerations even discounts. We have agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. Upon execution of the Sales Agreement, the Sales Agents will have an irrevocable right of first refusal (the “Right of First Refusal”), for a period that is the lesser of: (i) nine (9) months from the date of the executed Sales Agreement; or (ii) if we believe we the Sales Agreement is terminated for any reason during the initial nine (9) months of its term, the date which is ninety (90) days following the termination of the Sales Agreement (all together, the “ROFR Term”) During the ROFR Term, the Sales Agents will have sufficient funds a Right of First Refusal to act as the sole investment bankers, sole book-runners, and/or sole placement agents, at the Sales Agents’ sole discretion, for our each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), of the Company, or any successor to or any current or future operating planssubsidiary of the Company, on terms and conditions customary to the Sales Agents for such Subject Transactions. To The offering pursuant to the extent that additional capital is raised through Sales Agreement will terminate upon the earlier of (1) the issuance and sale of equity all shares of our Common Stock subject to the Sales Agreement; and (2) the termination of the Sales Agreement as permitted therein. We may terminate the Sales Agreement in our sole discretion at any time by giving ten days’ prior notice to the Sales Agents. Each Sales Agent may terminate the Sales Agreement with respect to itself under the circumstances specified in the Sales Agreement and in their sole discretion at any time by giving ten days’ prior notice to us. The Sales Agents and/or their affiliates have provided, and may in the future provide, various investment banking and other financial services for us, for which services they have received and may in the future receive customary fees. This prospectus in electronic format may be made available on a website maintained by any of the Sales Agents, and the Sales Agents may distribute this prospectus electronically. The Sales Agents will not engage in any market making activities involving our Common Stock while the offering is ongoing under this prospectus if such activity would be prohibited under Regulation M or convertible debt securitiesother anti-manipulation rules under the Securities Act. As our sales agents, the issuance of these securities could result Sales Agents will not engage in further dilution to any transactions that stabilize our stockholdersCommon Stock. Certain legal matters will be passed upon for us by Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP., Newport Beach, California. Xxxxxxxx, Xxxxxx, Xxxxxxx & Xxxxxxx LLP, New York, New York is counsel for the Sales Agents in connection with this offering.

Dilution. If you invest purchase common stock in our Common Stockthis offering, you your ownership interest will experience immediate and substantial dilution be diluted to the extent of the difference between the public offering purchase price per share and the as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our Common Stock common stock. Dilution represents the difference between the portion of the amount per share paid by purchasers of shares in this offering and the as adjusted net tangible book value per share of our Common Stock common stock immediately after the giving effect to this offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30March 31, 2021 2020, was approximately $(15,490,000)175.0 million, or $(0.21) 2.54 per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our the assumed sale in this offering of 22,590,361 shares of our Common Stock in the aggregate amount of $48,537,500 common stock at an assumed offering a sale price of $8.74 3.32 per share (share, the last reported sale price of our Common Stock common stock on the Nasdaq Capital Global Select Market on October 22July 13, 2021) and after deducting the sales agent commissions and our estimated offering expenses payable by us2020, our as adjusted net tangible book value as of June 30March 31, 2021 2020, would have been approximately $31,541,375247.4 million, or $0.40 2.70 per share of Common Stockcommon stock. This represents an immediate increase in the net tangible book value of $0.61 0.16 per share to our existing stockholders and an immediate dilution in net tangible book value of $8.34 0.62 per share to new investors purchasing our Common Stock shares in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basisdilution: Assumed offering price per share $ 8.74 Historical net $3.32 Net tangible book value per share as of June 30March 31, 2021 $ (0.21) 2020 $2.54 Increase in net tangible book value per share attributable to this new investors in offering $ 0.61 $0.16 As adjusted net tangible book value per share as of March 31, 2020, after giving effect to this offering $ 0.40 $2.70 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 purchasing shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 shares of our Common Stock outstanding as of June 30, 2021, which excludes as of such date: • 1,071,782 shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. 0.62 The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants common stock. Changes in the assumed public offering price of $3.32 per share would not affect our as adjusted net tangible book value after this offering because this offering is currently limited to purchase $75.0 million. However, a $0.50 increase in the assumed public offering price of $3.32 per share would increase the dilution per share to new investors by approximately $0.41 per share, and a $0.50 decrease in the assumed public offering price of $3.32 per share would decrease the dilution per share to new investors by approximately $0.39 per share, in each case assuming that the aggregate dollar amount of shares offered by us, as set forth above, remains at $75.0 million and after deducting the commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined at the time of each offer and sale. The above discussion and table are based on 68,882,459 shares of common stock outstanding as of March 31, 2020, and excludes the following, all as of March 31, 2020: • 6,117,090 shares of common stock issuable upon the exercise of outstanding stock options with a weighted-average exercise price of $7.66 per share; • 101,441 shares of common stock issuable upon the exercise of outstanding incentive awards with a weighted average exercise price of $5.00 per share; and • up to an aggregate of 2,925,332 shares of common stock available for future grant under our Common Stock2013 Equity Incentive Plan, as well as (i) any automatic increases in the number of shares of common stock reserved for future issuance under this plan, and (ii) upon the expiration or termination prior to exercise of any shares of common stock issuable upon the exercise of stock options outstanding under our 2003 Equity Incentive Plan, an equal number of shares of common stock. To the extent that any options outstanding as of these outstanding options March 31, 2020, have been or warrants are exercised exercised, or we issue additional other shares under our equity incentive plansare issued, there will be investors purchasing shares in this offering could experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Dilution. If you invest in our Common Stockordinary shares in this offering, you your ownership interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock you pay in this offering and the adjusted net tangible book value per ordinary share of our Common Stock immediately after the this offering. Our net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30December 31, 2021 2020 was approximately $(15,490,000)6.1 million, or $(0.21) 0.29 per ordinary share, based on 72,742,689 21,057,922 ordinary shares of Common Stock outstanding at June 30, 2021then outstanding. After giving effect to the assumed sale by us of 5,000,000 our sale in this offering of ordinary shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed public offering price of $8.74 3.09 per share (the last reported sale price of our Common Stock ordinary shares on the May 4, 2021 as reported on The Nasdaq Capital Market on October 22Market), 2021) and after deducting less the sales agent estimated commissions and our estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30at December 31, 2021 2020 would have been approximately $31,541,37520.95 million, or $0.40 0.80 per share of Common Stockordinary share. This represents an immediate increase in net tangible book value of $0.61 0.51 per share to existing stockholders shareholders and an immediate dilution in net tangible book value of $8.34 2.29 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a per share basis: Assumed dilution. The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering price per share $ 8.74 Historical net tangible book value per share as of June 30, 2021 $ (0.21) Increase in net tangible book value per share attributable determined at the time our ordinary shares are sold pursuant to this offering $ 0.61 As adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of $8.74 per share, for aggregate gross proceeds of approximately $48,537,500prospectus supplement and the accompanying prospectus. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed Assumed public offering price of $8.74 per share shown in the table above$ 3.09 Net tangible book value per share as of December 31, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution 2020 $ 0.29 Increase in net tangible book value per share after giving effect to new investors in this offering to $9.33 per share, after deducting commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in $ 0.51 Adjusted net tangible book value per share after giving effect to this offering $ 0.80 Dilution per share to new investors in this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. $ 2.29 The above discussion and table are is based on 72,742,689 our actual ordinary shares of our Common Stock outstanding as of June 30December 31, 2021, which excludes as of such date2020 and excludes: • 1,071,782 2,570,109 of our ordinary shares of Common Stock reserved for issuance issuable upon the exercise of options and RSUs outstanding options granted under our equity incentive plans with as of December 31, 2020, at a weighted average exercise price of $0.82 4.85 per ordinary share; • 4,665,000 4,244,025 of our ordinary shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares of Common Stock issuable upon the exercise of warrants outstanding warrants with as of December 31, 2020, at a weighted average exercise price of $8.40 2.67 per ordinary share; and • 2,060,000 1,263,454 ordinary shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained covered by awards available for sale at June 30issuance under our equity incentive plan as of December 31, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock2020. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plansexercised, there you will be experience further dilution to new investorsdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these such securities could may result in further dilution to our stockholdersshareholders.

Dilution. If you invest in our Common Stockshares of common stock, you your interest in our common stock will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock in this offering and the adjusted net tangible book value per share of our Common Stock immediately common stock after the this offering. Our Net tangible book value on June 30, 2020, was approximately $3.75 per share. “Net tangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount divided by the total number of shares of Common Stock outstanding. The historical net tangible book value of our Common Stock as of June 30, 2021 was approximately $(15,490,000), or $(0.21) per share, based on 72,742,689 shares of Common Stock outstanding at June 30, 2021. After giving effect to our the sale by us in this offering of 7,389,162 shares of our Common Stock in the aggregate amount of $48,537,500 common stock at an assumed public offering price of $8.74 4.06 per share (the last reported sale closing price of our Common Stock common stock as quoted on the The Nasdaq Capital Market on October 22August 12, 2021) 2020), and after deducting the sales agent estimated commissions and our estimated offering expenses payable by usthat we will pay, our as adjusted net tangible book value as of June 30, 2021 2020 would have been approximately $31,541,375237.2 million, or $0.40 3.77 per share of Common Stockcommon stock. This amount represents an immediate increase in net tangible book value of $0.61 0.02 per share to existing stockholders and an immediate dilution in net tangible book value of $8.34 0.29 per share to new investors purchasing our Common Stock purchasers in this offering at the assumed offering. Assumed public offering price. The following table illustrates this dilution on a per share basis: Assumed offering price per share $ 8.74 Historical net 4.06 Net tangible book value per share as of June 30, 2021 2020 $ (0.21) 3.75 Increase in net tangible book value per share attributable to this new investors in offering $ 0.61 0.02 As adjusted net tangible book value per share after giving effect to the offering $ 3.77 Dilution per share to new investors $ 0.29 A $0.50 increase in the assumed public offering price of the shares of common stock would increase our as adjusted net tangible book value per share after this offering $ 0.40 Dilution per share to by $0.07, assuming the number of shares of common stock offered by us remains the same and after deducting the estimated commissions and estimated offering expenses that we will pay, while diluting new investors $ 8.34 The table above assumes for illustrative purposes that an aggregate of 5,553,490 shares of our Common Stock are sold at a price of by $8.74 0.74 per share, for aggregate gross proceeds of approximately . A $48,537,500. The shares sold 0.50 decrease in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table above, assuming all shares of common stock would decrease our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would increase the dilution in as adjusted net tangible book value per share to new investors in after this offering to by $9.33 per share0.04, assuming the number of shares of common stock offered by us remains the same and after deducting the estimated commissions and estimated offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed public offering price of $8.74 per share shown in the table abovethat we will pay, assuming all of our Common Stock in the aggregate amount of approximately $48,537,500 is sold at that price, would decrease the dilution in net tangible book value per share while being accretive to new investors in by $0.15 per share. The number of shares of common stock to be outstanding immediately after this offering to $7.34 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only. The above discussion and table are based on 72,742,689 55,482,308, shares of our Common Stock common stock outstanding as of June 30, 20212020 and excludes the following securities outstanding on June 30, which excludes as of such date2020: • 1,071,782 ● 5,500,000 shares of Common Stock common stock reserved for issuance upon the exercise of outstanding options granted under our equity incentive plans with warrants at a weighted average exercise price of $0.82 per share1.00; • 4,665,000 ● 2,203,837 shares of Common Stock issuable upon vesting of outstanding restricted common stock units granted; • 1,190,332 additional shares of Common Stock reserved for future issuance under our 2018 Equity Incentive Plan; • 272,942 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase 2016 Plan; • 5,616,112 ● 228,707 shares of Common Stock issuable common stock reserved for issuance upon exercise of outstanding warrants with options granted under our 2006 Plan, at a weighted average exercise price of $8.40 4.12 per share; and • 2,060,000 ● 634,641 shares of Common Stock common stock reserved for issuance upon conversion of our Series B Preferred Stock; and ● any additional shares of common stock we may issue from time to be issued upon exercise time after that date. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of outstanding warrants on October 22shares that we offer in this offering, 2021 and other terms of this offering determined at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 millionpricing. In addition, the information discussed above discussion and table do not include the up to approximately $24 million worth of shares of our Common Stock that remained available for sale at June 30, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholdersunderwriter’s over-allotment option.

Dilution. If you invest in our Common Stockcommon stock in this offering, you your interest will experience immediate and substantial dilution be diluted immediately to the extent of the difference between the public offering price of our Common Stock per share you pay in this offering and the as adjusted net tangible book value per share of our Common common stock on an as adjusted basis to give effect to the conversion of 11,395.09 shares of our Series A Preferred Stock immediately into 5,426,233 shares of our common stock (the “Preferred Stock Conversion”) and after the giving effect to this offering. Our net tangible book value as of December 31, 2023 was approximately $(26.7) million, or $(0.29) per share of our common stock. Net tangible book value per share is determined calculated by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assetsassets (including goodwill), and dividing this amount by the number of shares of Common Stock common stock outstanding. The historical Our net tangible book value of our Common Stock as of June 30December 31, 2021 2023 pro forma as adjusted for the Preferred Stock Conversion was approximately $(15,490,000)26.7) million, or $(0.210.28) per share, based on 72,742,689 shares share of Common Stock outstanding at June 30, 2021our common stock. After giving effect to our the sale by us of the full $25.0 million of common stock that may be offered in this offering of shares of our Common Stock in the aggregate amount of $48,537,500 at an assumed offering price of $8.74 1.93 per share (share, which was the last reported sale closing price of our Common Stock common stock on the The Nasdaq Capital Market on October 22April 29, 2021) 2024, and after deducting the sales agent estimated offering commissions and our estimated offering expenses payable by us, our as as-adjusted net tangible book value as of June 30December 31, 2021 2023 would have been approximately $31,541,375(2.6) million, or $0.40 (0.02) per share of Common Stockcommon stock. This represents an immediate increase in the net tangible book value of $0.61 0.27 per share to our existing stockholders and an immediate and substantial dilution in net tangible book value of $8.34 1.95 per share to new investors purchasing our Common Stock in this offering at the assumed public offering priceoffering. The following table illustrates this dilution on a hypothetical per share basisdilution: Assumed public offering price per share $ 8.74 Historical net 1.93 Net tangible book value per share as of June 30December 31, 2021 2023 $ (0.210.29) Net tangible book value per share as of December 31, 2023 pro forma as adjusted for the Preferred Stock Conversion $ (0.28) Increase in net tangible book value per share attributable to this offering $ 0.61 0.27 As adjusted net tangible book value per share as of December 31, 2023, after giving effect to this offering $ 0.40 (0.02) Dilution per share to new investors purchasing shares in this offering $ 8.34 (1.95) The table above assumes for illustrative purposes that an aggregate of 5,553,490 12,953,368 shares of our Common Stock common stock are sold at a price of $8.74 1.93 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on April 29, 2024, for aggregate gross proceeds of approximately $48,537,50025.0 million. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 2.43 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 25.0 million is sold at that price, would increase our adjusted net tangible book value per share after the offering to $(0.03) per share and would increase the dilution in net tangible book value per share to new investors in this offering to $9.33 (1.95) per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 0.50 per share in the price at which the shares are sold from the assumed public offering price of $8.74 1.43 per share shown in the table above, assuming all of our Common Stock common stock in the aggregate amount of approximately $48,537,500 25.0 million is sold at that price, would decrease increase our adjusted net tangible book value per share after the offering to $(0.02) per share and the dilution in net tangible book value per share to new investors in this offering would decrease to $7.34 (1.95) per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only. The For purposes of calculating net tangible book value, the above discussion and table are is based on 72,742,689 91,625,688 shares issued and outstanding as of December 31, 2023, and assumes the sale of up to 12,953,368 shares of our Common Stock outstanding as of June 30common stock by the Sales Agent pursuant to the Sales Agreement, 2021, which excludes as of such dateand does not include the following: • 1,071,782 ● 17,600,000 shares of Common Stock reserved for issuance upon our common stock pursuant to our 2016 Equity Incentive Plan (as amended, the exercise of outstanding options granted under our equity incentive plans with a weighted average exercise price of $0.82 per share; • 4,665,000 shares of Common Stock issuable upon vesting of outstanding restricted stock units granted; • 1,190,332 additional shares of Common Stock “2016 Plan”), that are reserved for future issuance to our employees, directors and consultants, of which 5,155,666 shares of our common stock under our 2018 the 2016 Equity Incentive Plan; • 272,942 , as amended, are underlying outstanding awards under the plan as of December 31, 2023. ● Approximately 11,240,000 shares of Common Stock reserved for issuance under our 2018 Employee Stock Purchase Plan; • 5,616,112 shares common stock issuable in the event of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.40 per share; and • 2,060,000 shares of Common Stock to be issued upon exercise of outstanding warrants on October 22, 2021 at an exercise price of $2.25 per share for aggregate gross proceeds of approximately $4.6 million. In addition, the above discussion and table do not include the up to approximately $24 million worth of shares conversion of our Common Series A Perpetual Convertible Preferred Stock that remained available for sale at June 30issued and outstanding as of December 31, 2021, under the Sales Agreement. Between July 1, 2021 and the date of this prospectus supplement, we sold an aggregate of 12,164,728 shares of our Common Stock for gross proceeds of approximately $24 million under the Sales Agreement. The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options to purchase our Common Stock or outstanding warrants to purchase shares of our Common Stock. To the extent that any of these outstanding options or warrants are exercised or we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders2023.