Common use of EXPERTS Clause in Contracts

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included in our statements, incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20222015, have been audited by Whitley Penn LLP, an independent registered public accounting firm, as set forth stated in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy information filed by us with the SEC at the SEC’s public reference section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Information regarding the operation of the public reference section can be obtained by calling 0-000-XXX-0000. The SEC also maintains a website xxxxx.xxx.xxx an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsabout issuers, such as us, who file electronically with the SEC. We maintain an Internet site at xxx.xxxxxxxxxxxxxxxxxx.xxx. However, the information on our Internet sites is not incorporated by reference in this prospectus supplement and the accompanying prospectus and you should not consider it a part of this prospectus supplement or the accompanying prospectus. The SEC allows us to “incorporate by reference” into this prospectus supplement the information in other documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We incorporate by reference in this prospectus supplement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus supplement; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules: • Our Annual Report on Form 10-K for the year ended December 31, 2015 (filed on March 30, 2016); • Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 (filed on May 16, 2016) and June 30, 2016 (filed on August 15, 2016); • Our Current Reports on Form 8-K filed on May 17, 2016, August 9, 2016, August 16, 2016 and August 26, 2016; • Definitive Proxy Statement on Schedule 14A relating to the Company’s 2016 Annual Meeting of Shareholders (filed on April 6, 2016); and • the description of our common stock, par value $0.01 per share contained in our Registration Statement on Form 8-A, dated and filed with the SEC on November 4, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents. You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus supplement, except for exhibits to those documents (unless the exhibits are specifically incorporated by reference into those documents) at no cost to you by writing or telephoning us at the following address: Investor Relations, Abeona Therapeutics Inc., 0000 Xxx Xxxxxxx, Suite 600, Dallas, Texas 75219, telephone (000) 000-0000. We may offer or sell to the public from time to time in one or more series or issuances: • shares of our common stock; • shares of preferred stock; • warrants to purchase shares of our common stock, preferred stock and/or debt securities; • debt securities consisting of debentures, notes or other evidences of indebtedness; or • any combination of these securities. This prospectus provides a general description of the securities that we may offer. Each time that securities are sold under this prospectus, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read both this prospectus and the applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information” before you make your investment decision. Securities sold under this prospectus shall be sold directly to purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. Our SEC filingscommon stock is listed on The NASDAQ Capital Market under the symbol “PTBI.” Beginning on June 22, including 2015, our common stock will be listed on The NASDAQ Capital Market under the symbol “ABEO”, reflecting the change in our name from PlasmaTech Biopharmaceuticals, Inc. to Abeona Therapeutics Inc., as discussed elsewhere in this prospectus. On June 18, 2015, the closing price of our common stock was $6.53. As of June 18, 2015, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $96,389,000, based on 29,859,015 shares of outstanding common stock, of which approximately 14,760,908 shares are held by non- affiliates, and a per share price of $6.53 based on the closing sale price of our common stock on June 18, 2015. As of the date hereof, we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. In addition to the securities covered under this prospectus, our securities are currently also subject to ongoing public distribution pursuant to a prospectus covering the resale of an aggregate of 1,925,000 shares of our common stock issued to certain selling stockholders (pursuant to the registration statement on Form S-3, Registration No.333-204179). The mailing address of our principal executive offices is 0000 Xxx Xxxxxxx, Suite 600, Dallas, Texas 75219. Our telephone number is (000) 000-0000. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement. About This Prospectus 5 Risk Factors 11 The Company 5 Use of Proceeds 34 Cautionary Note Regarding Forward-Looking Statements 34 Plan of Distribution 34 Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends Description of Our Common Stock 37 General Description of Securities That We May Sell 37 Description of Our Warrants 40 Description of Our Preferred Stock 39 Where You Can Find More Information; Incorporation by Reference 46 Description of Our Debt Securities 42 Experts 47 Legal Matters 47 This prospectus is part of a “shelf” registration statement. Under this process, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our Registration Statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The Registration Statement and the exhibits can be obtained from the Securities and schedules theretoExchange Commission (“SEC”) as indicated under the heading “Where You Can Find More Information.” This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities and the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.” Abeona Therapeutics Inc. (“Abeona” or the “Company”) is focused on developing and delivering gene therapy and plasma-based products for severe and life-threatening rare diseases. Abeoxx’x lead program is a gene therapy for Xxxxxxxxxx syndrome (MPS IIIA and IIIB) in collaboration with patient advocate groups, researchers and clinicians. Clinical trials for Xxxxxxxxxx types A and B are available on anticipated to begin in 2015. The Company recently licensed a third gene therapy program in juvenile Xxxxxx disease from University of Nebraska Medical Center. In addition, the SEC Company is pursuing two additional proprietary platforms, Salt Diafiltration (SDF™) Process and Polymer Hydrogel Technology (PHT™), and is active in the development and commercialization of human plasma-derived therapeutics, including its proprietary alpha-1 protease inhibitor, SDF Alpha™. Our principal executive office is located at 0000 Xxx Xxxxxxx, Suite 600, Dallas, Texas 75129. Our website at xxx.xxx.xxxaddresses are xxx.xxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through do not incorporate by reference into this prospectus the information on our website does website, and you should not constitute a consider it as part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our the consolidated financial statements of Millendo Therapeutics, Inc. included in our its Annual Report on Form 10-K for the year ended December 31, 20222020, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our These financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus The financial statements of Tempestx, Inc. (formerly Tempest Therapeutics, Inc.) as of and for the years end December 31, 2020 and December 31, 2019, incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s Current Report on Form 8-K filed on July 16, 2021, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is part incorporated by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. We have filed with the SEC a registration statement we filed on Form S-3 under the Securities Act with respect to the SECsecurities offered by this prospectus supplement and the accompanying prospectus. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement statement, of which they are a part, and the exhibits to the such registration statement. For further information with respect to us and the securities we are offering under this prospectusour securities, we refer you to the registration statement and to the exhibits and schedules filed as a part of the to such registration statement. You should rely only on the information Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document referred to in, or incorporated by reference. We have reference in, this prospectus supplement and the accompanying prospectus are not authorized anyone else necessarily complete and, where that contract is an exhibit to provide you with different informationthe registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that subject to the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless and periodic reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, and we file annual, quarterly and current reports, proxy statements statements, and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the public over the Internet at the SEC’s website at xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxXxxxxxxxx.xxx. Information contained in or accessible through our website does is not constitute incorporated by reference in this prospectus supplement, the accompanying prospectus or the registration statement of which they form a part, and you should not consider it a part of this prospectusprospectus supplement, the accompanying prospectus or the registration statement.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has The audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on Ernst & Young LLP’s report, the report of such firm given on upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SECSEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information set forth in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits to the registration statement. For further information with respect to us and the securities we that are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained statement in this prospectus or incorporated by reference. We have not authorized anyone else order to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless review a copy of the time of delivery of this prospectus contract or any sale of the securities offered by this prospectusdocuments. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements statements, and other information regarding registrantsissuers, such as us, that file electronically with the SEC. Our SEC filingsAdditionally, including you may access our registration statement and the exhibits and schedules thereto, are available on filings with the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not constitute a be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectusprospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has The audited our consolidated financial statements included in our Annual Report on Form 10-K for and management’s assessment of the year ended December 31effectiveness of internal control over financial reporting of Sun Communities, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is Inc. incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are statement of which this prospectus is a part have been so incorporated by reference in reliance on Ernst & Young upon the reports of Xxxxx Xxxxxxxx LLP’s report, given on their independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. This prospectus is part of a registration statement we filed with We are subject to the SEC. This prospectus does not contain all informational requirements of the information set forth Exchange Act, and, in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusaccordance therewith, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx an Internet site that contains reports, proxy and information statements statements, and other information regarding registrantsissuers that file electronically with the SEC. Our The address of that site is xxxx://xxx.xxx.xxx. Additionally, we make these filings available, free of charge, through the “Investors & Media” section of our website at xxx.xxxxxx.xxx as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on the website listed above, except as described in the section titled “Incorporation of Certain Documents by Reference” below, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document. We have filed with the SEC filingsa registration statement on Form S-3 under the Securities Act with respect to the securities offered in connection with this prospectus. This prospectus, including our which is part of the registration statement, does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding us and the securities, please refer to the registration statement and the documents filed or incorporated by reference as exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement and schedules thereto, are available on its exhibits from the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in as indicated above or accessible through our website does not constitute a part of this prospectusfrom us.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included of NuZee, Inc. as of September 30, 2021 and 2020 and for each of the two years in our the period ended September 30, 2021, incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31September 30, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is 2021 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young the report of MaloneBailey, LLP’s report, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus is supplement and the accompanying prospectus are part of a that registration statement we filed with the SEC. This prospectus does statement, but do not contain all of the information set forth included in the registration statement and or the exhibits to the registration statementexhibits. For further information with respect to us and the securities we are offering under this prospectusabout us, we refer you to the registration statement and the to its exhibits and schedules filed as a part of the registration statementschedules. You should rely only on may obtain the information contained in this prospectus full registration statement and exhibits from the SEC or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate from us, as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusprovided below. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s website at xxx.xxx.xxx. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsissuers that file electronically with the SEC at xxxx://xxx.xxx.xxx. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at address is xxx.xxxxxxx.xxx. Information The information contained in on, or accessible through that can be accessed through, our website does is not constitute a part of this prospectus supplement or the accompanying prospectus or incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider information on our website to be part of this prospectus supplement or the accompanying prospectus. We have included our website address as an inactive textual reference only.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements as of and for the years ended December 31, 2021 and 2020, included in our Annual Report on Form 10-K for the year ended December 31, 20222021, have been audited by Xxxxx Xxxxxxx XxXxxx P.C., independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is and have been incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s reportthe report of Xxxxx Xxxxxxx XxXxxx P.C., given on their the authority of such firm as experts in auditing and accounting and auditingin giving said reports. This prospectus is part of a registration statement we filed with supplement and the SEC. This accompanying prospectus does do not contain all of the information set forth in the this registration statement and the exhibits to this registration statement or the registration statementdocuments incorporated by reference herein and therein. For further information with respect to us and the securities that we are offering under this prospectusprospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statementstatement and the documents incorporated by reference herein and therein. You should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by referencereference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectushereby. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsfilings are available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. We make available, including free of charge, through our registration statement investor relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The address for our website is xxxxx://xxx.xxxxxxxxxx.xxx The contents on our website are not part of this prospectus supplement, and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through reference to our website does not constitute a part incorporation by reference into this prospectus supplement of this prospectusthe information contained at that site.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31have been audited by Deloitte & Touche LLP, 2022an independent registered public accounting firm, as set forth stated in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC. This prospectus SEC under the Securities Act and does not contain all of the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement and or the exhibits to the registration statementreports or other documents incorporated by reference therein. For further information with respect to us and the securities common stock we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus Neither we nor any agent, underwriter or incorporated by reference. We have not dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities common stock offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The You may read and copy any document we file with the SEC maintains a website xxxxx.xxx.xxx that contains reportsat the SEC’s public reference room at 000 X Xxxxxx, proxy and X.X., Xxxxxxxxxx, X.X., 00000. Please call the SEC at 0.000.XXX.0000 for further information statements and other information regarding registrantson the operation of the public reference room. Our SEC filings, including our registration statement and filings are also available to the exhibits and schedules thereto, are available on public at the SEC SEC’s website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectusxxxx://xxx.xxx.xxx.

EXPERTS. Ernst Rose, Xxxxxx & Young Xxxxxx LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report annual report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)2016, which is incorporated by reference in into this prospectus supplement and elsewhere in the registration statementstatement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Ernst Rose, Xxxxxx & Young Xxxxxx LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of We are a registration statement we filed reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering being offered under this prospectusprospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on may read and copy the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate registration statement, as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current well as our reports, proxy statements and other information with information, at the SEC’s Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for more information about the operation of the Public Reference Room. The SEC maintains a website xxxxx.xxx.xxx an Internet site that contains reports, proxy and information statements statements, and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules theretoCapricor Therapeutics, are available on the SEC website Inc. The SEC’s Internet site can be found at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectusxxxx://xxx.xxx.xxx.

EXPERTS. Ernst OUM & Young Co. LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, 2020 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst OUM & Young Co. LLP’s reportreports, given on their authority as experts in accounting and auditing. This prospectus is part of a the registration statement on Form S-3 we filed with the SECSEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules thereto, are available on company. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus supplement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 20222020 have been audited by XXXXX LLP, an independent registered public accounting firm, as set forth stated in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s website at xxx.xxx.xxx. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsissuers that file electronically with the SEC at xxxx://xxx.xxx.xxx. Our SEC filingswebsite address is xxx.xxxxxxxxx.xxx. The information contained on, including our registration statement and the exhibits and schedules theretoor that can be accessed through, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does is not constitute a part of this prospectusprospectus or incorporated by reference into this prospectus or any prospectus supplement. We have included our website address as an inactive textual reference only. This prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiary and the securities we are offering. Statements in this prospectus supplement and in the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. Ernst Our financial statements as of, and for each of the years ended, December 31, 2020 and 2019 have been so included in reliance on the report of Hoberman & Young Lesser, LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this Prospectus Supplement given on the authority of such firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares offered hereby. This Prospectus Supplement, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our shares offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this Prospectus Supplement regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We are a reporting company and file annual, quarterly and current reports, proxy statements and other material with the SEC. You may read and copy our reports, proxy statements and other information, including the registration statement of which this Prospectus Supplement is a part at the Public Reference Room of the SEC, 000 X Xxxxxx, X. X., Xxxx 0000, Xxxxxxxxxx X.X. 00000. You may obtain information on the operation of the public reference rooms by calling the SEC at 0-000-XXX-0000. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is xxx.xxx.xxx. The SEC allows us to “incorporate by reference” information into this Prospectus Supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Prospectus Supplement, except for any information superseded by information in this Prospectus Supplement or any document that we file in the future with the SEC. This Prospectus Supplement incorporates by reference the documents set forth below that we have previously filed with the SEC and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portion of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) after the date of this Prospectus Supplement from their respective filing dates. These documents contain important information about us, our business and our finances. Annual Report on Form 10-K for the year ended December 31, 20222020 Current Reports on Form 8-K April 5, as 2021 Description of Common Shares contained in our Registration Statement on Form 8-A Description of 7.75% September 2025 notes contained in Registration Statement on Form 8-A Description of 7.125% June 2024 notes contained in Registration Statement on Form 8-A Description of 6.875% December 2024 notes contained in Registration Statement on Form 8-A At your request, either orally or in writing, we will provide you with a copy of any or all documents which are incorporated by reference. Such documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are specifically incorporated by reference into those documents. Requests should be addressed to Sachem Capital Corp., 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Chief Financial Officer, telephone number (000) 000-0000. We may, from time to time, offer, in one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about one or more supplements to this prospectus, the Company's ability following securities: • common shares, par value $0.001 per share; • preferred shares, par value $0.001 per share; • warrants to continue as a going concern as described in Note 1 purchase common shares or preferred shares; • debt securities; • guarantees of debt securities; or • units consisting of two or more of the classes of securities listed above. We refer to the consolidated financial statements)common shares, which is incorporated by reference preferred shares, warrants, debt securities and units collectively as the “Securities” in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditingbase prospectus. This base prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all describes some of the information general terms that may apply to the Securities and the general manner in which they may be offered. The specific terms of any Securities to be offered, and the specific manner in which they may be offered will be set forth in the registration statement applicable prospectus supplement. The prospectus supplement will also contain information, where applicable, about the material federal income tax considerations relating to, and any listing on a securities exchange of, the Securities covered by such prospectus supplement. It is important that you read both this base prospectus and the exhibits applicable prospectus supplement before you invest in the Securities. The Securities may be offered and sold to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The prospectus supplement will describe the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part terms of the registration statement. You should rely only on plan of distribution and set forth the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as names of any date other than agents, dealers or underwriters involved in the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by securities. See “Plan of Distribution” beginning on page 58 for more information on this prospectustopic. We file annual, quarterly No Securities may be sold without delivery of a prospectus supplement describing the method and current reports, proxy statements and other information with terms of the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsoffering of the Securities. Our SEC filings, including our registration statement and the exhibits and schedules thereto, common shares are available listed on the SEC website at xxx.xxx.xxxNYSE American under the symbol “SACH.” On January 24, 2020, the closing sale price of the common shares on NYSE American was $4.34 per share. We maintain a website at xxx.xxxxxxx.xxxIn addition, we have two series of five-year unsecured unsubordinated notes listed upon the NYSE American under the symbols “SCCB” and “SACC”. Information contained in None of the other Securities are currently listed on any exchange or accessible through our website does not constitute a part of this prospectusquoted on any other trading venue or system.

EXPERTS. Ernst & Young LLPThe financial statements of the Registrant as of and for the year ended December 30, 2023, incorporated by reference in this prospectus, have been audited by Hudgens, LLC, an independent registered public accounting firm, has audited our as stated in its report incorporated by reference herein, and have been incorporated in reliance upon the authority of such firm as experts in accounting and auditing. This report on the consolidated financial statements included in our Annual Report on Form 10-K contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. The consolidated financial statements of the Registrant as of and for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere prospectus, have been audited by Xxxxxxx & Xxxxxx, LLC, an independent registered public accounting firm, as stated in the registration statementtheir report. Our Such consolidated financial statements are incorporated by reference herein, and have been incorporated in reliance on Ernst & Young LLP’s report, upon the firm given on their authority as experts in accounting and auditing. This prospectus is part of report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a registration statement we filed with the SECgoing concern. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as Prospectus Supplement constitutes a part of the registration statementRegistration Statement. As permitted by the SEC’s rules, this Prospectus Supplement and the Base Prospectus, which form a part of the Registration Statement, do not contain all the information that is included in the Registration Statement and its exhibits. You should rely only on will find additional information about us in the information contained Registration Statement and its exhibits. Any statements made in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We Prospectus Supplement concerning legal documents are not making an offer necessarily complete and you should read the documents that are filed as exhibits to the Registration Statement or otherwise filed by us with the SEC for a more complete understanding of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus such documents or any sale of the securities offered by this prospectusmatter. We file annual, quarterly quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the SEC public at no cost from the SEC’s website at xxx.xxx.xxx. We maintain a Our corporate website at xxx.xxxxxxx.xxxis xxx.xxxxxx.xxx. Information contained The information on our corporate website is not incorporated by reference in this Prospectus Supplement, the Base Prospectus, or accessible through our website does any other prospectus supplement that we file, and you should not constitute consider it a part of this prospectusProspectus Supplement, the Base Prospectus or any other such prospectus supplement.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual ourAnnual Report on Form 10-K for the year ended December 31, 20222017, and the effectiveness of our internal control over financial reporting as of December 31, 2017, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report's reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference into this prospectus. We have not authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The You may read and copy any document we file with the SEC maintains a website xxxxx.xxx.xxx that contains reportsat the SEC's public reference room at 000 X Xxxxxx, proxy and X.X., Xxxxxxxxxx, X.X., 00000. Please call the SEC at 0.000.XXX.0000 for further information statements and other information regarding registrantson the operation of the public reference room. Our SEC filings, including our registration statement and filings are also available to the exhibits and schedules thereto, are available on public at the SEC SEC's website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectusxxxx://xxx.xxx.xxx.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222021, and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreports, given on their authority as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement we filed with on Form S-3 under the SECSecurities Act, of which this prospectus forms a part. This prospectus does not contain all The rules and regulations of the SEC allow us to omit from this prospectus certain information set forth included in the registration statement and the exhibits to the registration statement. For further information with respect to about us and the securities we are offering under this prospectus, we you should refer you to the registration statement and the exhibits and schedules filed as a part of with the registration statement. You should rely only on With respect to the information statements contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where regarding the offer is not permitted. You should not assume that the information in this prospectus is accurate as contents of any date agreement or any other than document, in each instance, the date on statement is qualified in all respects by the front page of this prospectus, regardless complete text of the time agreement or document, a copy of delivery of this prospectus which has been filed as an exhibit to the registration statement or any sale of otherwise filed with the securities offered by this prospectusSEC. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information from the Public Reference Room of the SEC, 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC also maintains a an Internet website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsabout issuers, like us, that file electronically with the SEC. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC The address of that website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a filings are available to the public over the Internet at the SEC’s website xxxxx.xxx.xxx that contains at xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, proxy and information statements and other information regarding registrantsthat we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website at xxx.xxxxxx.xxx under “Investors — Financial Information — SEC Filings.” These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our We have filed with the SEC filingsa Registration Statement on Form S-3 (File No. 333-248738) under the Securities Act, including our of which this prospectus supplement forms a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement certain information included in the registration statement. For further information about us and the securities we are offering under this prospectus supplement, you should refer to the registration statement and the exhibits and schedules theretofiled with the registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement or an item incorporated by reference in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the documents referred to below under “Incorporation by Reference” are also available on the SEC website at xxx.xxx.xxxour website, xxx.xxxxxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in have not incorporated by reference into this prospectus supplement or accessible through the accompanying prospectus the information on, or that can be accessed through, our website does website, and you should not constitute consider it to be a part of this prospectus supplement or the accompanying prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has The audited our consolidated financial statements included in our Annual Report on Form 10-K for and management’s assessment of the year ended December 31effectiveness of internal control over financial reporting of Sun Communities, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is Inc. incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are statement of which this prospectus supplement is a part have been so incorporated by reference in reliance on Ernst & Young upon the reports of Xxxxx Xxxxxxxx LLP’s report, given on their independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. This prospectus is part of a registration statement we filed with We are subject to the SEC. This prospectus does not contain all informational requirements of the information set forth Exchange Act, and, in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusaccordance therewith, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx an Internet site that contains reports, proxy and information statements statements, and other information regarding registrantsissuers that file electronically with the SEC. Our The address of that site is xxxx://xxx.xxx.xxx. Additionally, we make these filings available, free of charge, through the “Investors & Media” section of our website at xxx.xxxxxx.xxx as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on the website listed above, except as described in the section titled “Incorporation of Certain Documents by Reference” below, is not, and should not be, considered part of this prospectus supplement and the accompanying prospectus and is not incorporated by reference into this document. We have filed with the SEC filingsa registration statement on Form S-3 under the Securities Act with respect to the securities offered in connection with this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, including our which are part of the registration statement, do not contain all of the information set forth in the registration statement, or the exhibits and schedules to the registration statement. For further information regarding us, please refer to the registration statement and the documents filed or incorporated by reference as exhibits to the registration statement. Statements contained in this prospectus supplement and schedules theretothe accompanying prospectus as to the contents of any contract or other document are not necessarily complete and, are available on in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement and its exhibits from the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in as indicated above or accessible through our website does not constitute a part of this prospectusfrom us.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement we filed on Form S-3, including exhibits and schedules, under the Securities Act, with respect to the SECshares of common stock offered hereby. This prospectus prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits to the registration statementits exhibits. For further information with respect to us and the securities we are offering under this prospectuscommon stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus, including documents that we have incorporated by reference, regarding the contents of any contract or any other document that is filed or incorporated by reference as a part an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed or incorporated by reference as an exhibit to the registration statement. You should rely only on review the information contained in this prospectus or incorporated by reference. We have not authorized anyone else complete document to provide you with different information. We are not making an offer of evaluate these securities in any state where the offer is not permittedstatements. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless may obtain copies of the time of delivery of this prospectus or any sale of registration statement and its exhibits via the securities offered by this prospectusSEC’s XXXXX database. We file annual, quarterly and current reports, proxy statements and other information documents with the SECSEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers, including our registration statement company, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxxx://xxx.xxx.xxx. We also make these documents available on our website at xxx.xxxxxx.xxx. Our website and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information information contained in or accessible through connected to our website does is not constitute a incorporated by reference into this prospectus. The information contained in, or that can be accessed through, our website is not part of this prospectus. The prospectus included in this filing is part of a registration statement filed by us with the SEC. You may also request a copy of these filings, at no cost, by writing us at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: General Counsel or telephoning us at (000) 000-0000.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is 2018 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young the report of RSM US LLP’s report, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusaccounting. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsabout issuers, such as us, who file electronically with the SEC. The address of that website is xxxxx://xxx.xxx.xxx/. Our website address is xxxxx://xxx.xxxxxxxx.xxx/. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC filingsand do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Statements about documents in this prospectus supplement, the accompanying prospectus or any documents incorporated by reference are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompanying prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement or the accompanying prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Actâ€# in this prospectus supplement, between the date of this prospectus supplement and the termination of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019; • our Current Reports on Form 8-K filed with the SEC on February 19, 2019, February 28, 2019 and March 1, 2019; and • the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the description All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement. We may offer and schedules theretosell up to $150,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are available involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectusâ€# and “Plan of Distributionâ€# for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORSâ€# ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on The NASDAQ Global Market under the symbol “SPNE.â€# On August 10, 2016, the last reported sale price of our common stock on The NASDAQ Global Market was $10.22 per share. This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelfâ€# registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the SEC website at xxx.xxx.xxxprospectus supplement. We maintain a website at xxx.xxxxxxx.xxx. Information Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.â€# You should rely only on the information contained in or accessible through our website incorporated by reference in this prospectus or any related prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. When we refer to “SeaSpine,â€# “we,â€# “our,â€# “usâ€# and the “Companyâ€# in this prospectus, we mean SeaSpine Holdings Corporation and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,â€# we mean the holders of the applicable series of securities. Our material registered and unregistered trademarks include: Accell®, Evo3®, Accell Evo3®, Accell Evo3®C, DynaGraft® II , IsoTis®, IsoTis OrthoBiologics®, OrthoBlast® II , AtollTM, CapistranoTM, Coral®, Daytona®, HollywoodTM, MalibuTM, NanoMetalene®, NewPortTM, Vu aPODTM/Vu aPODTM Prime, OsteoSurge® 100 (or 300), SeaSpine®, SierraTM and SonomaTM. All other trademarks, trade names and service marks appearing in this prospectus or the documents incorporated by reference herein are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not constitute imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and TM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 0-000-XXX-0000. The SEC also maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is xxxx://xxx.xxx.xxx. Our web site address is xxx.xxxxxxxx.xxx. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Actâ€# in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: †¢ our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 16, 2016; †our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 16, 2016, and for the quarter ¢ ended June 30, 2016, filed with the SEC on August 10, 2016; †¢ our Current Reports on Form 8-K filed with the SEC on February 2, 2016, March 1, 2016, June 9, 2016; and †the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed ¢ with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.

EXPERTS. Ernst Our financial statements as of, and for each of the years ended, December 31, 2017 and 2016 have been so included in reliance on the report of Hoberman & Young Lesser, LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this prospectus given on the authority of such firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares offered hereby. This prospectus supplement, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our shares offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus supplement regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We are a reporting company and file annual, quarterly and current reports, proxy statements and other material with the SEC. You may read and copy our reports, proxy statements and other information, including the registration statement of which this prospectus supplement is a part at the Public Reference Room of the SEC, 000 X Xxxxxx, X. X., Xxxx 0000, Xxxxxxxxxx X. X. 00000. You may obtain information on the operation of the public reference rooms by calling the SEC at 0-000-XXX-0000. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is xxx.xxx.xxx. The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, except for any information superseded by information in this prospectus supplement or any document that we file in the future with the SEC. This prospectus supplement incorporates by reference the documents set forth below that we have previously filed with the SEC and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portion of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) after the date of this prospectus supplement from their respective filing dates. These documents contain important information about us, our business and our finances. Annual Report on Form 10-K for the year ended December 31, 20222017 April 2, as set forth 2018 Quarterly Report on Form 10-Q for the period ended March 31, 2018 May 15, 2018 Quarterly Report on Form 10-Q for the period ended June 30, 2018 August 14, 2018 Current Reports on Form 8-K January 18, 2018, May 24, 2018 and October 19, 2018 Schedule 14A Information Statement September 14, 2018 Description of Common Shares contained in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described our Registration Statement on Form 8-A January 25, 2017 At your request, either orally or in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectuswriting, we refer will provide you to the registration statement and the exhibits and schedules filed as with a part copy of the registration statement. You should rely only on the information contained in this prospectus any or all documents which are incorporated by reference. We have Such documents will be provided to you free of charge, but will not authorized anyone else contain any exhibits, unless those exhibits are specifically incorporated by reference into those documents. Requests should be addressed to provide you with different informationSachem Capital Corp., 00 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, attention: Chief Financial Officer, telephone number ( 000) 000-0000. We are not making an offer of these securities Sachem Capital Corp. may from time to time offer, in any state where the offer is not permitted. You should not assume that the information one or more series or classes, separately or together, and in this prospectus is accurate as of any date other than the date amounts, at prices and on the front page of terms to be set forth in one or more supplements to this prospectus, regardless of the time of delivery of this prospectus following securities: • common shares, par value $0.001 per share; • preferred shares, par value $0.001 per share; • warrants to purchase common shares or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.preferred shares; • debt securities; or

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222023, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's our ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement we filed with on Form S-3 under the SECSecurities Act, of which this prospectus supplement forms a part. This prospectus does not contain all The rules and regulations of the SEC allow us to omit from this prospectus supplement certain information set forth included in the registration statement and the exhibits to the registration statement. For further information with respect to about us and the securities we are offering under this prospectus, we you should refer you to the registration statement and the exhibits and schedules filed as a part of with the registration statement. You should rely only on With respect to the information statements contained in this prospectus supplement regarding the contents of any agreement or incorporated any other document, in each instance, the statement is qualified in all respects by referencethe complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement. We have not authorized anyone else Because we are subject to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless and reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the SEC public over the Internet at the SEC’s website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through make available free of charge on our website does our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Please note, however, that we have not constitute a part incorporated any other information by reference from our website, other than the documents listed under the heading “Incorporation of Certain Information by Reference” on page S-15 of this prospectus.prospectus supplement. In addition, you may request copies of these filings at no cost by writing or telephoning us at the following address or telephone number:

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our the consolidated financial statements of Millendo Therapeutics, Inc. included in our its Annual Report on Form 10-K for the year ended December 31, 20222020, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our These financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements of Tempestx, Inc. (formerly Tempest Therapeutics, Inc.) as of and for the years end December 31, 2020 and December 31, 2019 , incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s Current Report on Form 8-K filed on July 16, 2021, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is incorporated by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K 10‑K for the year ended December 31, 2022, 2016 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ’s ability to continue as a going concern as described in Note 1 2 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statementsupplement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with The financial statements for the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusyear ended December 31, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained 2014 incorporated in this prospectus or supplement by reference to the Annual Report on Form 10‑K for the year ended December 31, 2016 have been so incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date reliance on the front page report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the financial statements) of this prospectusPricewaterhouseCoopers LLP, regardless an independent registered public accounting firm, given on the authority of the time of delivery of this prospectus or any sale of the securities offered by this prospectussaid firm as experts in auditing and accounting. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a filings are available to the public over the Internet at the SEC’s website xxxxx.xxx.xxx that contains reports, proxy and at xxxx://xxx.xxx.xxx. Copies of certain information statements and other information regarding registrantsfiled by us with the SEC are also available on our website at xxxx://xxx.xxxxxxxxxx.xxx. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does is not constitute a part of this prospectusprospectus supplement and is not incorporated by reference in this prospectus supplement. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 1‑800‑SEC‑0330 for further information on the operation of the Public Reference Room. This prospectus supplement is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus supplement and the accompanying prospectus regarding us and the securities, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the address listed above or from the SEC’s internet site.

EXPERTS. Ernst The consolidated financial statements of Brickell Biotech, Inc. appearing in Brickell Biotech, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2019, have been audited by Xxxxx & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Xxxxx & Young LLP pertaining to such financial statements (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated extent covered by reference in this prospectus consents filed with the Securities and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, Exchange Commission) given on their the authority of such firm as experts in accounting and auditing. This prospectus is supplement and the accompanying prospectus are part of a registration statement we filed with the SEC. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus or incorporated by referencereference in prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectusprospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the public from commercial document retrieval services and over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and is not incorporated by reference in this prospectus supplement or the accompanying prospectus.

EXPERTS. Ernst The financial statements of Luminar Technologies, Inc. incorporated by reference in this prospectus, and the effectiveness of Luminar Technologies, Inc.’s internal control over financial reporting have been audited by Deloitte & Young Touche LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth stated in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statementreports. Our Such financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportupon the reports of such firm, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed Certain attorneys with Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP and certain funds affiliated with the SEC. This prospectus does not contain all firm own and/or have an indirect interest in shares of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusClass A common stock, we refer you to the registration statement and the exhibits and schedules filed as a part which represent less than 1% of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusour Class A common stock. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the SEC public free of charge at the SEC’s website at xxx.xxx.xxx. We maintain a Copies of certain information filed by us with the SEC are also available on the “Investors” page of our website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxxx.xxx. Information contained in or accessible through on our website does is not constitute incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement. We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectusprospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You may review a copy of the registration statement through the SEC’s website, as provided above.

EXPERTS. Ernst & Young The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of the Company’s internal control over financial reporting have been audited by KPMG LLP, an independent registered public accounting firm, has audited our as stated in their reports, which are incorporated herein by reference. Those consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated and financial statements), which is statement schedule have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, upon the reports of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the SEC public over the Internet at the SEC’s website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible You may also access the information we file electronically with the SEC through our website does at xxxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Please note that our website and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not constitute a incorporated by reference into this prospectus and should not be considered to be part of this prospectus, except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Reports on Form 10-Q for the quarters ended May 28, 2022, August 27, 2022 and November 26, 2022, filed with the SEC on June 29, 2022, September 30, 2022 and January 26, 2023, respectively; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on February 17, 2022, March 25, 2022, May 27, 2022, June 29, 2022, July 15, 2022, August 31, 2022 (SEC Accession No. 0001193125-22-235268), August 31, 2022 (SEC Accession No. 0001193125-22-234603), September 1, 2022, September 6, 2022, October 18, 2022, October 26, 2022, October 28, 2022, November 2, 2022, November 9, 2022, November 14, 2022, November 16, 2022, November 17, 2022, November 21, 2022, December 6, 2022, December 20, 2022, December 23, 2022, January 5, 2023, January 19, 2023 and January 26, 2023 (in each case, other than information furnished under Items 2.02 and 7.01); and • the description of our common stock contained in our Registration Statement on Form 8-A (p) filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You may request a copy of these filings at no cost, by writing or calling us at the following address: 000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxxxxx 00000, telephone: (000) 000-0000, Attention: Investor Relations.

EXPERTS. Ernst & Young The consolidated financial statements of Xxxxx Life Sciences, Inc. as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus herein, and elsewhere in upon the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 consolidated financial statements refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting Standards Update 2016-02, Leases (Topic 842). This prospectus supplement is part of a registration statement we filed with the SEC. This prospectus SEC and does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus or incorporated by referencereference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectusprospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules thereto, are available on Xxxxx. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectusprospectus supplement or the accompanying prospectus and will not be deemed to be incorporated by reference.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222021, and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus and elsewhere in the this registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreports, given on their authority as experts in accounting and auditing. We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to but the registration statement includes and the exhibits incorporates by reference additional information and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusexhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantscompanies, such as ours, that file documents electronically with the SEC. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC The address of that website at is xxx.xxx.xxx. We maintain make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. You may also obtain a website at free copy of these reports in the Investor Relations section of our website, xxx.xxxxxxx.xxx. Information contained in or accessible through on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus.: • our Annual Report on Form 10-K for the year ended December 31, 2021; and • the description of our common stock set forth in Exhibit 4.2 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the termination of any offering of securities offered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus, at no cost, by writing or telephoning us at the following address and number: Investor Relations, Invitae Corporation, 0000 00xx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 and (000) 000-0000. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Carry Forward Securities Carry Forward Securities Equity Common Stock, $0.0001 par value per share 457(p) 415(a)(6) $400,000,000 $400,000,000 0.0001091 $43,640 S-3ASR 333-230053 March 4, 2019 $43,640 Total Offering Amounts $400,000,000 Total Fees Previously Paid $43,640 Total Fee Offsets $43,640 Net Fee Due $—(1)

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has The audited our consolidated financial statements of Oragenics, Inc. as of December 31, 2018 and 2017, and for the two-year period ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 20222018, incorporated by reference in this prospectus have been audited by Xxxxx Xxxxxxx XxXxxx P.C., an independent registered public accounting firm, as set forth stated in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)dated March 29, 2019, which is incorporated by reference in this prospectus herein, and elsewhere in the registration statement. Our financial statements are has been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the public at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. xxxxx.Xxxxxxxxx.xxx Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.

EXPERTS. Ernst The consolidated financial statements of Flex Pharma, Inc. appearing in Flex Pharma, Inc.’s Annual Report (Form 10K) for the year ended December 31, 2018, have been audited by Xxxxx & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the thereon, included therein, and incorporated herein by reference. Such consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s report, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a the registration statement on Form S-3 we filed with the SECSEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at 000 X Xxxxxx XX, Xxxxxxxxxx, X.X. 00000. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules thereto, are available on Flex. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxx-xxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements included as of June 30, 2023 and for the year ended June 30, 2023 incorporated in our this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31June 30, 2022, as set forth 2023 have been so incorporated in their reliance on the report (which contains an explanatory paragraph describing conditions that raise substantial doubt about relating to the Company's ’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements)statements as of June 30, which is 2022 and for the year then ended incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are accompanying prospectus have been so incorporated by reference in reliance on Ernst & Young LLP’s reportthe report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus is part of a registration statement we filed with supplement and the SEC. This accompanying prospectus does do not contain all of the information set forth included in the registration statement and the exhibits to the registration statement. For further information with respect pertaining to us and the securities our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the registration statement and the exhibits and schedules filed as a part copy of the registration statementcontract or document that has been filed. You should rely only on the information contained Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or incorporated document filed as an exhibit is qualified in all respects by reference. We have not authorized anyone else to provide you with different informationthe filed exhibit. We are not making an offer of these securities in any state where subject to the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless informational requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act and file annual, quarterly and current reports, proxy statements reports and other information with the SEC. The Our filings with the SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available to the public on the SEC SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxYou may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Information contained in Those filings are also available to the public on, or accessible through through, our website does under the heading “Investors” at xxx.0xxxxxxxxxxxxxxxxxx.xxx. The information on our web site, however, is not, and should not constitute be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. ‌ Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222017, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus Neither we nor any agent, underwriter or incorporated by reference. We have not dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at 000 X Xxxxxx XX, Xxxxxxxxxx, X.X. 00000. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules thereto, are available on Tocagen. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young The consolidated financial statements of Virgin Galactic Holdings, Inc. as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus herein, and elsewhere in upon the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority of said firm as experts in accounting and auditing. This prospectus is part The audit report on the effectiveness of internal control over financial reporting as of December 31, 2020, expresses an opinion that Virgin Galactic Holdings, Inc. did not maintain effective internal control over financial reporting as of December 31, 2020 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states a material weakness related to the identification and evaluation of the appropriate technical accounting pronouncements and other literature for the classification and measurement of the warrants related to the Company's business combination transaction did not include consideration of validating the conclusions with additional technical resources has been identified and included in management’s assessment. We have filed with the SEC a registration statement we filed on Form S-3 under the Securities Act with respect to, among other securities, the SECshares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth included in the registration statement and the exhibits to the registration statement. For further information with respect pertaining to us and the securities our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the registration statement and the exhibits and schedules filed as a part copy of the registration statementcontract or document that has been filed. You should rely only on the information contained Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or incorporated document filed as an exhibit is qualified in all respects by reference. We have not authorized anyone else to provide you with different informationthe filed exhibit. We are not making an offer of these securities in any state where subject to the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless informational requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act and file annual, quarterly and current reports, proxy statements reports and other information with the SEC. The Our filings with the SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available to the public on the SEC SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxYou may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Information contained in Those filings are also available to the public on, or accessible through through, our website does under the heading “Investor Information” at xxx.xxxxxxxxxxxxxx.xxx. The information on our web site, however, is not, and should not constitute be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222020, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsabout issuers, such as us, who file electronically with the SEC. The address of that website is xxx.xxx.xxx. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at address is xxx.xxxxxxx.xxx. Information contained in or accessible through The information on our website does website, however, is not, and shall not constitute be deemed to be, a part of this prospectusprospectus supplement. This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the SEC, and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus supplement or the accompanying base prospectus about these documents are summaries, and each such statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a filings are available to the public over the Internet at the SEC’s website xxxxx.xxx.xxx that contains at xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, proxy and information statements and other information regarding registrantsthat we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, can also be accessed free of charge on our website at xxx.xxxxxx.xxx under “Investors — Financial Information — SEC Filings.” These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our We have filed with the SEC filingsa registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including our the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the exhibits and schedules thereto, documents referred to below under “Incorporation by Reference” are also available on the SEC website at xxx.xxx.xxxour website, xxx.xxxxxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in have not incorporated by reference into this prospectus the information on, or accessible through that can be accessed through, our website does website, and you should not constitute consider it to be a part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022, as set forth 2018 have been so incorporated in their reliance on the report (which contains an explanatory paragraph describing conditions that raise substantial doubt about relating to the Company's ability ’s requirement for additional financing to continue as a going concern fund future operations as described in Note 1 to the consolidated financial statements)) of PricewaterhouseCoopers LLP, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules theretoSurface Oncology, are available on Inc. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2022, as set forth 2019 have been so incorporated in their reliance on the report (which contains an explanatory paragraph describing conditions that raise substantial doubt about relating to the Company's ability ’s requirement for additional financing to continue as a going concern fund future operations as described in Note 1 to the consolidated financial statements)) of PricewaterhouseCoopers LLP, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is supplement and the accompanying prospectus are part of a registration statement we filed with the SEC. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus or incorporated by referencereference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectusprospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules theretoSurface Oncology, are available on Inc. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxxxxxxx.xxx. Information contained in or accessible through We have included our website does not constitute a part of address in this prospectusprospectus supplement solely as an inactive textual reference.

EXPERTS. Ernst & Young LLPWithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, 2023 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus supplement and elsewhere in the registration statementstatement of which this prospectus supplement and the accompanying prospectus form a part. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLPWithumSmith+Xxxxx, PC’s reportreports, given on their authority as experts in accounting and auditing. This prospectus supplement is part of a registration statement on Form S-3 we filed with the SECSEC under the Securities Act. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusprospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement or incorporated by referencereference herein. We have not Neither we nor the sales agent has authorized anyone else to provide you with different information. We are not Neither we nor the sales agent is making an offer of these securities our common shares in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities shares offered by this prospectusprospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules thereto, are available on company. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectusprospectus supplement and is not incorporated by reference into this prospectus supplement.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222021, and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)reports, which is are incorporated by reference in this prospectus supplement and elsewhere in the this registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreports, given on their authority as experts in accounting and auditing. This prospectus is part of We have filed a registration statement we filed on Form S-3 with the SECSEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement supplement and the exhibits to the registration statement. For further information with respect to us and the securities we accompanying prospectus are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on statement but the registration statement includes and incorporates by reference additional information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusand exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx web site that contains reports, proxy and information statements and other information regarding registrantscompanies, such as ours, that file documents electronically with the SEC. Our The address of that site on the worldwide web is xxx.xxx.xxx. The SEC filingspermits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including our registration statement them in this prospectus supplement and the exhibits accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and schedules thereto, are available on the accompanying prospectus and you should read it with the same care that you read this prospectus supplement and the accompanying prospectus. Later information that we file with the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained will automatically update and supersede the information that is either contained, or incorporated by reference, in or accessible through our website does not constitute this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus supplement and the accompanying prospectus: ∎ our Annual Report on Form 10-K for the year ended December 31, 2021; and ∎ the description of our common stock set forth in Exhibit 4.2 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus supplement and the accompanying prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus supplement and the termination of any offering of securities offered by this prospectus supplement and the accompanying prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus supplement and the accompanying prospectus, at no cost, by writing or telephoning us at the following address and number: Investor Relations, Invitae Corporation, 0000 00xx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 and (000) 000-0000. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K 10‑K for the year ended December 31, 2022, 2016 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements for the year ended December 31, 2014 incorporated in this Prospectus by reference to the Annual Report on Form 10‑K for the year ended December 31, 2014 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at 000 X Xxxxxx XX, Xxxxxxxxxx, X.X. 00000. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC‑0330. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and the exhibits and schedules thereto, are available on us. The address of the SEC website at is xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxxxx.xxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.

EXPERTS. Ernst & Young The audited financial statements incorporated by reference in this prospectus supplement and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth stated in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statementherein. Our Such financial statements are have been incorporated by reference herein in reliance on Ernst & Young LLP’s report, the report of such firm given on upon their authority as experts in accounting and auditing. This MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of XxxxxxXxxxx LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this prospectus is part of supplement and elsewhere in the registration statement. We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement we filed on Form S-3 under the Securities Act, with respect to the SECsecurities covered by this prospectus. This prospectus supplement, which is a part of the registration statement, does not contain all of the information set forth in the registration statement and or the exhibits to the registration statementand schedules filed therewith. For further information with respect to us and the securities we are offering under covered by this prospectusprospectus supplement, we refer you to please see the registration statement and the exhibits and schedules filed as a part of with the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a an internet website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsregistrants that file electronically with the SEC. Our SEC filingsThe address of the website is xxxx://xxx.xxx.xxx. We are subject to the information and periodic reporting requirements of the Exchange Act and, including our registration statement in accordance therewith, we file periodic reports, proxy statements and other information with the exhibits SEC. Such periodic reports, proxy statements and schedules thereto, other information are available on for inspection and copying at the website of the SEC website at xxx.xxx.xxxreferred to above. We maintain a website at xxx.xxxxxxx.xxxxxxx://xxx.XXXXXxxxxxx.xxx. Information contained in You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or accessible through 15(d) of the Exchange Act with the SEC free of charge at our website does as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not constitute incorporated into and are not a part of this prospectus supplement or the accompanying prospectus.

EXPERTS. Ernst & Young The audited consolidated financial statements of MTBC, Inc. (now known as CareCloud, Inc.) incorporated by reference in this prospectus have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The audited financial statements of CareCloud Health, Inc., fka CareCloud Corporation (a company we purchased in January 2020 and whose name we took) have been incorporated by reference into this prospectus in reliance upon the report of Wojeski & Company CPAs, P.C., an independent registered public accounting firm, has upon the authority of said firm as experts in accounting and auditing. The audited our consolidated combined financial statements included in our Annual Report on Form 10-K for the year ended December 31of Meridian Billing Management and Origin Holdings, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is Inc. have been incorporated by reference in into this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst upon the report of Xxxxxxxx & Young LLP’s reportXxxxxxxx CPAs, given on their P.C., an independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing. This prospectus is supplement constitutes a part of a registration statement we on Form S-3 filed by us with the SECSEC under the Securities Act with respect to the Series B Preferred Stock offered by this prospectus supplement. This prospectus supplement does not contain all of the information set forth included in the registration statement and the accompanying exhibits. This prospectus contains descriptions of certain agreements or documents that are exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you The statements as to the registration statement contents of such exhibits, however, are brief descriptions and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities necessarily complete, and each statement is qualified in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus all respects by reference to such agreement or any sale of the securities offered by this prospectusdocument. We file annual, quarterly and current other reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements, registration statements and other information regarding registrants. Our SEC filingsissuers that file electronically with the SEC, including our registration statement and filings with the exhibits and schedules thereto, are available on the SEC. The SEC website address is at xxx.xxx.xxx. We maintain a make available free of charge through our website at xxx.xxxxxxx.xxxour Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Our website address is xxx.xxxxxxxxx.xxx. Please note that our website address is provided as an inactive textual reference only. Information contained in on or accessible through our website does is not constitute a part of this prospectus, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this prospectus.

EXPERTS. Ernst & Young The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of the Company’s internal control over financial reporting have been audited by KPMG LLP, an independent registered public accounting firm, has audited our as stated in their reports, which are incorporated herein by reference. Those consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated and financial statements), which is statement schedule have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, upon the reports of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, filings are available on to the SEC public over the Internet at the SEC’s website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible You may also access the information we file electronically with the SEC through our website does at xxxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Please note that our website and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not constitute a incorporated by reference into this prospectus and should not be considered to be part of this prospectus., except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Report on Form 10-Q for the quarter ended May 28, 2022, filed with the SEC on June 29, 2022; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on May 27, 2022, June 29, 2022 and July 15, 2022; and • the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You may request a copy of these filings at no cost, by writing or calling us at the following address: 000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxxxxx 00000, telephone: (000) 000-0000, Attention: Investor Relations. Fees to be Paid Equity Common Stock, par value $0.01 per share(1) 457(r) 12,000,000 $9.88 $118,560,000 .0000927 $10,990.51

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222021, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a the registration statement on Form S-3 we filed with the SEC. This prospectus SEC under the Securities Act and does not contain all of the information set forth or incorporated by reference in the registration statement and the exhibits to the registration statement. For further information with respect Whenever a reference is made in this prospectus to us any of our contracts, agreements or other documents, the reference may not be complete and the securities we are offering under this prospectus, we you should refer you to the registration statement and the exhibits and schedules filed as that are a part of the registration statementstatement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You should rely only on Because we are subject to the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless and reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a filings are available to the public over the Internet at the SEC’s website xxxxx.xxx.xxx that contains at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, proxy and information statements and other information regarding registrantsthat we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxxaddress is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained in on or accessible through our website does is not constitute a part of this prospectusprospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. Ernst & Young LLPThe financial statements of Moleculin Biotech, Inc. as of December 31, 2015 and for the period from July 28, 2015 (inception) to December 31, 2015 incorporated by reference in this prospectus have been audited by GBH CPAs, PC, an independent registered public accounting firm, has audited our consolidated as stated in their report appearing therein. Such financial statements have been so included in our Annual Report on Form 10-K reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The audited financial statements of Moleculin Biotech, Inc. as of December 31, 2016 and for the year then ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are statement have been incorporated by reference in reliance on Ernst & Young upon the report of Xxxxx Xxxxxxxx LLP’s report, given on their independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. This prospectus is supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC. This prospectus does SEC under the Securities Act and do not contain all of the information set forth or incorporated by reference in the registration statement and the exhibits to the registration statement. For further information with respect Whenever a reference is made in this prospectus supplement or the accompanying prospectus to us any of our contracts, agreements or other documents, the reference may not be complete and the securities we are offering under this prospectus, we you should refer you to the registration statement and the exhibits and schedules filed as that are a part of the registration statementstatement or the exhibits to the reports or other documents incorporated by reference into this prospectus supplement or the accompanying prospectus for a copy of such contract, agreement or other document. You should rely only on Because we are subject to the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless and reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy information filed by us with the SEC at the SEC’s public reference section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Information regarding the operation of the public reference section can be obtained by calling 0-000-XXX-0000. The SEC also maintains a website xxxxx.xxx.xxx an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrantsabout issuers, such as us, who file electronically with the SEC. Our The SEC filings, including our registration statement and allows us to “incorporate by reference” into this prospectus supplement the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxxinformation in other documents that we file with it. We maintain a website at xxx.xxxxxxx.xxxThis means that we can disclose important information to you by referring you to those documents. Information contained in or accessible through our website does not constitute The information incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We incorporate by reference in this prospectus supplement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus supplement; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules: • Our Annual Report on Form 10-K for the year ended December 31, 2016 (filed on April 3, 2017); • Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 (filed on May 12, 2017) and June 30, 2017 (filed on August 11, 2017); • Our Current Reports on Form 8-K filed on February 9, 2017; February 23, 2017; March 14, 2017; March 22, 2017; April 17, 2017; May 19, 2017; May 31, 2017; June 27, 2017; June 30, 2017; July 12, 2017; July 27, 2017; August 25, 2017; and September 15, 2017; • Definitive Proxy Statement on Schedule 14A relating to the Company’s 2017 Annual Meeting of Stockholders (filed on April 28, 2017); and • the description of our common stock, par value $0.001 per share contained in our Registration Statement on Form 8-A, dated and filed with the SEC on April 28, 2016, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of this prospectus supplement and accompanying prospectus, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents. You may obtain a copy of any or all of the documents referred to above, which may have been or may be incorporated by reference into this prospectus supplement, including exhibits, at no cost to you by writing or telephoning us at the following address: Attention: Corporate Secretary, 0000 Xxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, telephone (000) 000-0000.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222018, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements)report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statementstatement of which this prospectus forms a part. Our financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference in reliance on Ernst & Young LLP’s report's reports pertaining to such financial statements as of their respective dates, given on their authority as experts in accounting and auditing. This prospectus is supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the SEC. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statementstatement or the documents incorporated by reference herein and therein. For further information with respect to us and the securities that we are offering under this prospectusprospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statementstatement and the documents incorporated by reference herein and therein. You should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by referencereference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectushereby. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement with the Securities and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.Exchange

EXPERTS. Ernst & Young LLPThe consolidated financial statements of Vincerx Pharma, Inc. as of and for the periods ended December 31, 2023 and 2022 incorporated by reference herein, have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus herein, and elsewhere in the registration statement. Our financial statements are incorporated by reference included in reliance on Ernst & Young LLP’s report, upon such report given on their the authority of said firm as experts in accounting and auditing. This prospectus is part of We have filed a registration statement we filed on Form S-3 with the SECSEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement supplement and the exhibits to the registration statement. For further information with respect to us and the securities we accompanying prospectus are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on , but the registration statement includes and incorporates by reference additional information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusand exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx web site that contains reports, proxy and information statements and other information regarding registrantscompanies, such as ours, that file documents electronically with the SEC. Our The address of that site on the worldwide web is xxx.xxx.xxx. The information on the SEC’s web site is not part of this prospectus supplement or the accompanying prospectus, and any references to this web site or any other web site are inactive textual references only. The SEC filingspermits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including our registration statement them in this prospectus supplement and the exhibits accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and schedules thereto, are available on the accompanying prospectus and you should read it with the same care that you read this prospectus supplement and the accompanying prospectus. Later information that we file with the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained will automatically update and supersede the information that is either contained, or incorporated by reference, in or accessible through our website does not constitute this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus supplement and the accompanying prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2023; • our Current Report on Form 8-K filed with the SEC on January 16, 2024; and • the description of our securities set forth in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2021, together with any amendment or report filed for the purposes of updating this description. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and the termination of any offering of securities offered by this prospectus supplement and the accompanying prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus supplement and the accompanying prospectus, at no cost, by writing or telephoning us at the following address and number: Vincerx Pharma, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000, telephone (000) 000-0000. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20222020, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website xxxxx.xxx.xxx that contains reports, proxy and information statements and other information regarding registrants. Our SEC filings, including our registration statement and the exhibits and schedules thereto, are available on the SEC website at xxx.xxx.xxx. We maintain a website at xxx.xxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus.