Common use of EXPERTS Clause in Contracts

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and 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. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of elsewhere in the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 registration statement have been so incorporated by reference in reliance on upon the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGXxxxx Xxxxxxxx LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firmaccountants, given on upon the authority of said firm as experts in auditing accounting and accountingauditing. 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 business address public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of PricewaterhouseCoopers such firm given 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 00/Xpart of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, Xxxxxx’x Xxxxxxxxits exhibits and the documents incorporated by reference in this prospectus and their exhibits, Xxxxxxxall 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, Xxxx Xxxxthe reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We are currently subject to periodic reporting file annual, quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information filed statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website 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 obtained over the Internet at the SEC’s accessed through, our website at xxx.xxx.xxxwill not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. This prospectus supplement is part We will provide you without charge, upon your oral or written request, with an electronic or paper copy of a registration statement any or all reports, proxy statements and other documents we filed file with the SEC, using a shelf registration process 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 Securities Actheading “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, relating you should not rely upon it. We are not making an offer to the sell these securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulationsany jurisdiction where such offer or sale is not permitted. You should review assume that the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or prospects may have changed since 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 statementsdate.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus Prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 2020, have been so incorporated in reliance on the report of Xxxxxxxxx & Xxxxxxxxx, Certified Public Accountants (which contains an explanatory paragraph on the effectiveness Isr.), a member firm of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersPricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address We have filed with the SEC a registration statement on Form F-3 under the Securities Act, with respect to the securities offered by this prospectus. However, as is permitted by the rules and regulations of PricewaterhouseCoopers the SEC, this prospectus, which is 00/Xpart of our registration statement on Form F-3, Xxxxxx’x Xxxxxxxxomits certain non-material information, Xxxxxxxexhibits, Xxxx Xxxxschedules and undertakings set forth in the registration statement. For further information about us, and the securities offered by this prospectus, please refer to the registration statement. We are currently subject to periodic the reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or that are applicable to a foreign private issuer. In accordance with the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-FF by April 30 of each year. We also furnish to the SEC under cover of Form 6-K material information filed with and made public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information with the SEC. All information filed regarding issuers, such as us, that file electronically with the SEC can be obtained over (xxxx://xxx.xxx.xxx). These SEC filings are also available to the Internet at public from commercial document retrieval services. As a foreign private issuer, we are exempt from the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process rules under the Securities ActExchange Act prescribing the furnishing and content of proxy statements to shareholders and our officers, relating to directors and principal shareholders are exempt from the securities to be offered. This prospectus supplement omits some information “short-swing profits” reporting and liability provisions contained in Section 16 of the registration statement in accordance with SEC rules Exchange Act and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and 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 statementsrelated Exchange Act rules.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is Company included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited for the year ended March 31, 2020 K incorporated by reference in this prospectus supplement have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia, Canada (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers“PwC”), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PwC are the Company’s auditors and have advised that they are independent from the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC. PricewaterhouseCoopers LLP is registered with the Public Company Accounting Oversight Board (United States). The registered business address mineral resource estimate and related information of PricewaterhouseCoopers is 00the Company’s Lost Creek Property incorporated by reference herein are based upon analyses performed or overseen by TREC, Inc. Such estimates and related information have been incorporated by reference herein in reliance upon the authority of such firm as experts in such matters. The mineral resource estimate and related information of the Company’s Xxxxxxx Basin Project incorporated by reference herein are based upon analyses performed by Western Water Consultants, Inc., d/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxb/a WWC Engineering. Such estimates and related information have been incorporated by reference herein in reliance upon the authority of such firm as experts in such matters. We are currently subject to periodic reporting and other the informational requirements of the Securities Exchange Act of 1934, as amended, or amended (the U.S. “Exchange Act”), as applicable to foreign private issuers. Accordinglyand the rules and regulations thereunder and, in accordance therewith, we are required to file reports, including annual periodic reports on Form 20-F, and other information proxy statements with the SEC. All reports, proxy statements and the other information filed that we file with the SEC can be obtained over are available to the Internet at public from the SEC’s website at xxx.xxx.xxxxxx.xxx.xxx and our website at xxx.xx-xxxxxx.xxx. This prospectus supplement Information contained on our website is not part of this prospectus. We have filed with the SEC a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in (of which this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit are a part) on Form S-3 under the Securities Act with respect to our securities. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement or that we otherwise filed with statement, including the exhibits and schedules thereto, certain parts of which are omitted as permitted by the rules and regulations of the SEC. We also maintain an Internet website at xxx.xx-xxxxxx.xxx, which provides additional information about our company and through which you can also access our SEC filings. Our website and the information contained in and connected to it are not intended to be comprehensive and are qualified a part of or incorporated by reference to these filings. You should review into this prospectus supplement or the complete document to evaluate these statementsaccompanying prospectus.

EXPERTS. The audited consolidated financial statements of Flux Power Holdings, Inc. as of June 30, 2020 and 2019 and for each of the years in the two-year period ended June 30, 2020 incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current from the Flux Power Holdings, Inc. annual report on Form 610-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31June 30, 2020 have been so incorporated in reliance audited by Xxxxx Xxxxx US, LLP, (Squar Xxxxxx LLP merged with Xxxxx Xxxxx US, LLP on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31November 1, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on as stated in their report thereon, incorporated herein by reference, and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority of said such firm as experts in auditing accounting and accountingauditing. The registered business address This prospectus supplement and the accompanying prospectus are part of PricewaterhouseCoopers the registration statement on Form S-3 we filed with the Securities and Exchange Commission, or SEC, under the Securities Act, and do not contain all the information set forth in the registration statement. Whenever a reference is 00/Xmade in this prospectus supplement or the accompanying prospectus to any of our contracts, Xxxxxx’x Xxxxxxxxagreements or other documents, Xxxxxxxthe reference may not be complete, Xxxx Xxxxand you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We are currently subject to periodic reporting file annual, quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, DC. at 000 X Xxxxxx, XX, Xxxx 0000, Xxxxxxxxxx, XX 00000. You can request copies of these documents by writing to the SEC can be obtained over and paying a fee for the Internet copying cost. Please call the SEC at 0-000-XXX-0000 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and 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 statementsxxxx://xxx.xxx.xxx.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we have filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and 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. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 balance sheets of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. Applied Digital Corporation and its subsidiaries business the registrant acquired during the year ended March as of May 31, 2020) 2023 and 2022, and the related consolidated statements of PricewaterhouseCooperscomprehensive loss, an changes in shareholders’ equity, and cash flows for each of the years then ended have been audited by Xxxxxx XXX, independent registered public accounting firm, given as stated in their report which is incorporated by reference herein. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Common Stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our securities, reference is made to our SEC filings and the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site athttp://xxx.xxx.xxx. The registered business address of PricewaterhouseCoopers is 00/Xregistration statement, Xxxxxx’x Xxxxxxxxincluding all exhibits and amendments to the registration statement, Xxxxxxx, Xxxx Xxxxhas been filed electronically with the SEC. We are currently subject to the information and periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyand, we are required to in accordance with such requirements, will file periodic reports, including annual reports on Form 20-Fproxy statements, and other information with the SEC. All These periodic reports, proxy statements, and other information filed with will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at xxx.xxxxxxxxxxxxxx.xxx, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be obtained over the Internet at the SEC’s accessed through, our website at xxx.xxx.xxxis not part of, and is not incorporated into, this prospectus. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements We have included our website address in this prospectus supplement and the accompanying prospectus concerning any document we filed solely 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 statementsinactive textual reference.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 2023, have been so incorporated in reliance on the report of Xxxxxxxxx & Xxxxxxxxx, Certified Public Accountants (Isr.) (which contains an explanatory paragraph adverse opinion on the effectiveness of the Company’s internal control over financial reporting due and includes an explanatory paragraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern as described in Note 1a(3) to the exclusion financial statements), a member firm of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersPricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address We have filed with the SEC a registration statement on Form F-3 under the Securities Act, with respect to the securities offered by this prospectus supplement and the accompanying base prospectus. However, as is permitted by the rules and regulations of PricewaterhouseCoopers the SEC, this prospectus supplement, which is 00/Xpart of our registration statement on Form F-3, Xxxxxx’x Xxxxxxxxomits certain non-material information, Xxxxxxxexhibits, Xxxx Xxxxschedules and undertakings set forth in the registration statement. For further information about us, and the securities offered by this prospectus supplement and the accompanying base prospectus, please refer to the registration statement. We are currently subject to periodic the reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or that are applicable to a foreign private issuer. In accordance with the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-FF by April 30 of each year. We also furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, filed with and made public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information with the SEC. All information filed regarding issuers, such as us, that file electronically with the SEC can be obtained over (xxxx://xxx.xxx.xxx). These SEC filings are also available to the Internet at public from commercial document retrieval services. As a foreign private issuer, we are exempt from the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process rules under the Securities ActExchange Act prescribing the furnishing and content of proxy statements to shareholders and our officers, relating to directors and principal shareholders are exempt from the securities to be offered. This prospectus supplement omits some information “short-swing profits” reporting and liability provisions contained in Section 16 of the registration statement in accordance with SEC rules Exchange Act and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and 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 statementsrelated Exchange Act rules.

EXPERTS. The audited combined and consolidated financial statements incorporated of Immunovant, Inc. appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Immunovant, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementInc.’s Annual Report on Internal Control over Financial Reporting(Form 10-K) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 2020, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by Xxxxx & Young LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, 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 report of Xxxxx & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accountingauditing. The registered business address This prospectus is part of PricewaterhouseCoopers the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is 00/Xmade in this prospectus to any of our contracts, Xxxxxx’x Xxxxxxxxagreements or other documents, Xxxxxxxthe reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, Xxxx Xxxxagreement or other document. We Because we are currently subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This prospectus supplement 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, and other information that 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 the Media & Investor section of 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 website address is xxxx://xxx.xxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of a registration statement we filed with the SECthis prospectus and is not incorporated by reference herein, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements inclusion of our website address in this prospectus supplement and the accompanying prospectus concerning any document we filed as is an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by inactive textual reference to these filings. You should review the complete document to evaluate these statementsonly.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year years ended March December 31, 2020 2022 have been so incorporated in reliance on the report (which contains an explanatory paragraph on of Xxxxxxxxx Xxxxxxx Xxxxx & Co., a firm in the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersDeloitte Global Network, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting an Israeli company and other informational requirements of are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to . As a foreign private issuers. Accordinglyissuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file reportsannual, including quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual reports report on Form 20-FF containing financial statements audited by an independent registered public accounting firm, and other submit to the SEC, on a Form 6-K, unaudited interim financial information. The SEC also maintains a web site that contains information we file electronically with the SEC. All information filed with the SEC , which you can be obtained access over the Internet at the SEC’s website at xxx.xxx.xxxathttp://xxx.xxx.xxx. This prospectus supplement is part of a registration statement we on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this prospectus supplement does not contain all the information set forth in the registration statement and the exhibits thereto filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 For further information on with respect to us and the securities we are offeringOrdinary Shares offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from the locations described above in the immediately preceding paragraph. Statements contained in this prospectus supplement and supplement, the accompanying prospectus concerning or any document incorporated by reference herein or therein about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or that we otherwise filed with any other document incorporated by reference in the SEC are not intended to be comprehensive and are registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to these filings. You should review the complete document to evaluate these statementsactual document.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Ernst & Young LLP, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2020 and 2019, as set forth in their report, which is incorporated by reference in this prospectus supplement 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. The financial statements of Salarius Pharmaceuticals, LLC, a Delaware limited liability company and a wholly owned subsidiary of Salarius Pharmaceuticals, Inc. as of and for the year December 31, 2018 have been audited by Xxxxxx and Xxxxxxx, L.L.P., independent registered public accounting firm, as stated in their report dated March 25, 2019, except for the effects of the recast of equity to which the date is January 10, 2020 with respect to the audit of the balance sheet of Salarius Pharmaceuticals, LLC as of December 31, 2018 and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2018, which report appears in the December 31, 2019 annual report on Form 10-K of Salarius Pharmaceuticals, Inc. and is incorporated by reference in this prospectus supplement and the accompanying prospectus. Such financial statements are incorporated by reference in reliance upon the reports of Xxxxxx and Xxxxxxx, L.L.P., and upon the authority of said such firm as experts in auditing accounting and accountingauditing. We have filed a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus supplement and the accompanying prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The registered business SEC maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of PricewaterhouseCoopers that site on the worldwide web is 00/Xxxxx://xxx.xxx.xxx. The information on the SEC’s web site is not part of this prospectus, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxand any references to this web site or any other web site are inactive textual references only. We are currently subject to periodic reporting file annual, quarterly, and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-Fproxy statements, and other information with the SEC. All The SEC maintains a web site that contains reports, proxy, and information filed statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that site on the world wide web is xxxx://xxx.xxx.xxx. The information on the SEC’s web site is not part of this prospectus, and any references to this web site or any other web site are inactive textual references only. 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 supplement and the accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you should read it with the same care that you read this prospectus. Later information that we file with the SEC can be obtained over will automatically update and supersede the Internet at the SEC’s website at xxx.xxx.xxx. This information that is either contained, or incorporated by reference, in this prospectus supplement is and the accompanying prospectus, and will be considered to be a part of a registration statement we this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements incorporate by reference in this prospectus supplement and the accompanying prospectus concerning (excluding any document we portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350): • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed as an exhibit to on March 18, 2021); • our Quarterly Report on Form 10-Q for the registration statement or that we otherwise quarter ended March 31, 2021 (filed May 12, 2021); • our Current Reports on Form 8-K filed with the SEC on January 21, 2021, February 5, 2021, February 17, 2021, March 3, 2021, March 8, 2021, May 20, 2021, June 16, 2021 and July 1, 2021; • the information contained in our definitive proxy statement on Schedule 14A filed on April 27, 2021 and incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2020; and • the description of our common stock contained in our Registration Statement on Form 8-A filed on January 23, 2015, including any amendment or report filed for the purpose of updating such 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 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 (excluding any portions thereof furnished by the Registrant, including but not intended limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350). Any statement contained in this Registration Statement or in a document incorporated by reference in this Registration Statement shall be deemed to be comprehensive and are qualified modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. 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: 0000 Xxxxxxxx Xxxx., Suite X, Houston, TX 77021, and our telephone number is (000) 000-0000. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. We 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 and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission, or SEC. You may obtain a free copy of these filingsreports in the Investor Relations section of our website, xxx.xxxxxxxxxxxxxx.xxx. From time to time, we may offer up to $100,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should review carefully read this prospectus, the complete document applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “FLKS.” On April 22, 2019, the last reported sale price of our common stock was $0.55 per share. The applicable prospectus supplement will contain information, where applicable, as to evaluate any other listing on Nasdaq or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these statements.securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. The aggregate market value of our outstanding common stock held by non-affiliates was approximately $11.3 million which was calculated based on 18,043,229 shares of outstanding common stock held by non-affiliates as of April 1, 2019, and a price per share of $0.624, the closing price of our common stock on April 15, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this registration statement with a value more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. In the event that subsequent to the effective date of this registration statement, the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales shall not apply to additional sales made pursuant to this registration statement. We have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the date of this registration statement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. T THIS PROSPECTUS i PECTUS SUMMARY FACTORS AL NOTE REGARDING FORWARD-LOOKING STATEMENTS F PROCEEDS RIPTION OF CAPITAL STOCK RIPTION OF DEBT SECURITIES RIPTION OF WARRANTS L OWNERSHIP OF SECURITIES OF DISTRIBUTION L MATTERS RTS E YOU CAN FIND MORE INFORMATION RPORATION OF CERTAIN INFORMATION BY REFERENCE 1 0 1 5 2 2 2 4 2 8 3 0 3 0 3 0

EXPERTS. The audited consolidated financial statements incorporated of Seaspan Corporation as of December 31, 2018 and 2017 and for each of the years in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6the three-K dated February 2year period ended December 31, 2021 2018, and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F as of Alibaba Group Holding Limited for the year ended March December 31, 2020 2018, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by KPMG LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, given on and have been incorporated by reference herein in reliance upon the reports of KPMG LLP, which reports are also incorporated herein by reference, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The registered business address audit report covering the consolidated financial statements of PricewaterhouseCoopers Seaspan Corporation as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018, refers to a change in the method of accounting for acquisitions in the year ended December 31, 2018 due to the adoption of Accounting Standards Update 2017-01, “Clarifying the Definition of a Business”. The consolidated financial statements of Greater China Intermodal Investments LLC as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018 have been audited by KPMG LLP, and have been incorporated by reference herein in reliance upon the report of KPMG LLP, which report is 00also incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. OTHER MATTERS As of the date of this proxy statement/Xprospectus, Xxxxxx’x Xxxxxxxxthe Seaspan board of directors knows of no matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement/prospectus. If any other matters properly come before holders of Seaspan common shares at the Special Meeting, Xxxxxxxor any adjournment or postponement thereof, Xxxx Xxxxand are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that are named as proxies to vote the shares represented by the proxy as to any of these matters in their best judgment. We Table of Contents WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, Xxxxx filed a registration statement relating to the securities offered by this proxy statement/prospectus with the SEC. This proxy statement/prospectus is a part of that registration statement, which includes additional information. For further information regarding Atlas, you may wish to review the full registration statement, including its exhibits. In addition, Seaspan files annual and other reports with, and furnishes information to, the SEC. Copies of this material can be obtained from Seaspan’s website at xxx.xxxxxxxxxxx.xxx or from the SEC’s web site at xxx.xxx.xxx free of charge. As a foreign private issuer, Seaspan is exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal security-holders are currently subject to periodic exempt from the reporting and other informational requirements short-swing profit recovery provisions contained in Section 16 of the Securities Exchange Act. In addition, Seaspan is not required under the Exchange Act of 1934, to file periodic reports and financial statements with the SEC as amended, frequently or as promptly as U.S. companies whose securities are registered under the U.S. Exchange Act, including the filing of quarterly reports on Form 10-Q or current reports on Form 8-K. The SEC allows Seaspan to “incorporate by reference” into this proxy statement/prospectus information that it files with the SEC. This means that Seaspan can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this proxy statement/prospectus. Certain information that Seaspan files later with the SEC prior to the date of the Special Meeting, as applicable it may be adjourned, will also be considered to foreign private issuers. Accordingly, we are required to file reportsbe part of this proxy statement/prospectus and will automatically update and supersede previously filed information, including annual reports information included in or incorporated by reference into this proxy statement/prospectus. Seaspan incorporates by reference into this proxy statement/prospectus the documents listed below: • Annual Report on Form 20-FF for the fiscal year ended December 31, and other information with the SEC. All information 2018, filed with the SEC can be obtained over on March 26, 2019; • Reports of Foreign Private Issuer on Form 6-K furnished to the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part SEC on January 15, 2019, January 17, 2019, May 3, 2019, May 13, 2019, May 16, 2019, June 14, 2019, August 14, 2019, August 23, 2019, September 20, 2019, November 18, 2019, November 22, 2019, January 14, 2020 and January 17, 2020; and • any subsequent Reports of a registration statement we Foreign Private Issuer on Form 6-K that are designated as being incorporated by reference into this proxy statement/prospectus, that are filed with the SEC, using a shelf registration process under the Securities Act, relating or furnished to the securities to be offered. This SEC after the date of this proxy statement/prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit prior to the registration statement date of the Special Meeting, as it may be adjourned or that we otherwise filed with the SEC are not intended to be comprehensive postponed. These reports contain important information about Seaspan, its financial condition and are qualified by reference to these filings. You should review the complete document to evaluate these statementsits results of operations.

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 supplement and management’s assessment of elsewhere in the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 registration statement have been so incorporated by reference in reliance on upon the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGXxxxx Xxxxxxxx LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firmaccountants, given on upon the authority of said firm as experts in auditing accounting and accountingauditing. 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 business public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given 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 XxxxxxXxxxx LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this prospectus supplement and elsewhere in the registration statement. We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 under the Securities Act, with respect to the securities 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 or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered by this prospectus supplement, please see the registration statement and the exhibits filed with the registration statement. The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of PricewaterhouseCoopers the website is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxxxxx://xxx.xxx.xxx. We are currently subject to the information and periodic reporting and other informational requirements of the Securities Exchange Act of 1934and, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyin accordance therewith, we are required to file periodic reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All Such periodic reports, proxy statements and other information are available for inspection and copying at the website of the SEC referred to above. We maintain a website at xxxx://xxx.XXXXXxxxxxx.xxx. 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 15(d) of the Exchange Act with the SEC can be obtained over the Internet free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC’s . Our website at xxx.xxx.xxx. This prospectus supplement is and the information contained on that site, or connected to that site, are not incorporated into and are not a part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and or 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 statementsprospectus.

EXPERTS. The Ernst & Young LLP, our independent registered public accounting firm, has audited the consolidated financial statements incorporated and financial statement schedule of BGC Partners, Inc. included in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report our Annual Report on Form 610-K dated February 2for the fiscal year ended December 31, 2021 2016, and management’s assessment of the effectiveness of internal control over financial reporting (of BGC Partners, Inc. as of December 31, 2016, as set forth in their reports, which is included are incorporated by reference herein. Such consolidated financial statements and financial statement schedule of BGC Partners, Inc. are incorporated by reference in Management’s Annual Report reliance on Internal Control over Financial Reporting) the reports of such firm, given on their authority as experts in accounting and auditing. The audited historical financial statements and financial statement schedule of GFI Group Inc. incorporated in this prospectus by reference to the Annual BGC Partners, Inc.’s Current Report on Form 208-F of Alibaba Group Holding Limited for the year ended K dated March 311, 2020 2017 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/XWe file annual, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with You may read and copy any document we file at the SEC’s Public Reference Room located at Xxx Xxxxxxx Xxxxx, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC can be obtained over at 0-000-XXX-0000 for further information on the Internet at Public Reference Room. These filings are also available to the public from the SEC’s website at xxx.xxx.xxxxxx.xxx.xxx . This prospectus supplement Our website address is part xxx.xxxxxxxxxxx.xxx . Through our website, we make available, free of a registration statement we charge, the following documents as soon as reasonably practicable after they are electronically filed with with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, using a shelf registration process under the Securities Act4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor, relating CFGM, our directors and our executive officers; and amendments to the securities to be offeredthose documents. This prospectus supplement omits some The information contained in the registration statement in accordance with SEC rules on, or that may be accessed through, our website is not part of, and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in is not incorporated into, this prospectus supplement and 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 statementssupplement.

EXPERTS. The audited consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2022, and for the year then ended, incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Prospectus Supplement, 2021 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which express an unqualified opinion on the financial statements and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Such financial statements are incorporated by reference in reliance upon the reports of such firm given on their authority as experts in accounting and auditing. The consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2021, and for each of the years in the two-year period ended December 31, 2021, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 (File No. 333-265488) under the Securities Act, of which this prospectus supplement and the accompanying prospectus form a part. The registered business address rules and regulations of PricewaterhouseCoopers 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 filed 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 00/Xqualified in all respects by the complete text of the agreement or document, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxa copy of which has been filed as an exhibit to the registration statement. We Because we are currently subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part We make available free of a registration statement charge on our website our annual, quarterly and current reports, proxy statements and other information, including amendments thereto, as soon as reasonably practicable after we filed with electronically file such material with, or furnish such material to, the SEC. Please note, using a shelf registration process however, that we have not incorporated any other information by reference from our website, other than the documents listed under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 heading “Incorporation of Certain Information by Reference” on us and the securities we are offering. Statements in page S-16 of this prospectus supplement and supplement. In addition, you may request copies of these filings at no cost by writing or telephoning us at the accompanying prospectus concerning any document we filed as an exhibit to the registration statement following address 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.telephone number:

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Millendo Therapeutics, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is Inc. included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the its Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. 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 so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, given 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 of said firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxxauditing. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some does not contain all of the information contained set forth in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in to the registration statement for statement. For further information on with respect to us and the securities we are offering. Statements in offering under this prospectus supplement and the accompanying prospectus concerning any document prospectus, we filed as an exhibit 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 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 we otherwise 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 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.xxxxxxxxx.xxx. Information contained in or accessible through our website does not intended to be comprehensive constitute a part of this prospectus and are qualified is not incorporated by reference to these filings. You should review the complete document to evaluate these statementsin this prospectus.

EXPERTS. The audited consolidated financial balance sheets of Matinas BioPharma Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements incorporated of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6the two-K dated February 2year period ended December 31, 2021 2019, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting (which is included in Managementhave been audited by EisnerAmper LLP, an independent registered public accounting firm. Such financial statements and the effectiveness of the Company’s internal control over financial reporting, have been incorporated herein by reference to the Company’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2019, and have been so incorporated in reliance on the report reports (which contains contain an explanatory paragraph adverse opinion on the effectiveness of the Company’s internal control over financial reporting due to the exclusion because of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020material weaknesses) of PricewaterhouseCoopers, an independent registered public accounting firm, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. The registered business address This prospectus constitutes a part of PricewaterhouseCoopers a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxincluded in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter. We are currently subject to periodic reporting file annual, quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at 000 X Xxxxxx, XX, Xxxx 0000, Xxxxxxxxxx, XX 00000. You can request copies of these documents by writing to the SEC can be obtained over and paying a fee for the Internet copying cost. Please call the SEC at 0-000-XXX-0000 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and 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 statementsxxxx://xxx.xxx.xxx.

EXPERTS. The audited consolidated financial balance sheets as of September 30, 2014, and the related consolidated statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2income and comprehensive income, 2021 shareholders’ equity, and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited cash flows for the year ended March 31September 30, 2020 have 2014 incorporated herein by reference from the Company’s Annual Reports on Form 10-K has been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by Xxxxx & Chia, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersLLP, an independent registered public accounting firm, as stated in its report, which is incorporated by reference and has been so incorporated in reliance upon the report of such firm given on the upon its authority of said firm as experts in auditing accounting and accountingauditing. The audited consolidated balance sheets as of September 30, 2013, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended September 30, 2013 incorporated herein by reference from the Company’s Annual Reports on Form 10-K has been audited by Xxxxxx and Company, Inc. an independent registered business address public accounting firm, as stated in its report, which is incorporated by reference and has been so incorporated in reliance upon the report of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxsuch firm given upon its authority as experts in accounting and auditing. We have filed a registration statement on Form S-3 with the SEC for the securities we are currently subject to periodic reporting and other informational requirements offering by this prospectus. This prospectus does not include all of the Securities Exchange Act information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of 1934any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. We will provide this information upon oral or written request, as amendedfree of charge. Any requests for this information should be made by calling or sending a letter to the Secretary of the Company, or c/o LiveDeal, Inc., at the U.S. Exchange Act, as applicable to foreign private issuersCompany’s office. Accordingly, we We are required to file annual and quarterly reports, including annual reports on Form 20-Fcurrent reports, proxy statements, and other information with the SEC. All information filed We make these documents publicly available, free of charge, on our website at xxx.xxxxxxx.xxx as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC can be obtained over filings, including the Internet at registration statement, on the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This prospectus supplement is part of a registration statement You also may read and copy any document we filed file with the SEC, using a shelf registration process under SEC at its public reference facility at: Please call the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 at 0-000-XXX-0000 for further information on us and the securities we are offering. Statements in this prospectus supplement and operation of 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 public reference to these filings. You should review the complete document to evaluate these statementsfacilities.

EXPERTS. The audited consolidated financial statements incorporated of AMC Entertainment Holdings, Inc. and subsidiaries appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on AMC Entertainment Holdings, Inc. and subsidiaries’ Annual Report (Form 610-K dated February 2K) for the year ended December 31, 2021 2021, and management’s assessment of the effectiveness of AMC Entertainment Holdings, Inc. and subsidiaries’ internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F as of Alibaba Group Holding Limited for the year ended March December 31, 2020 2021 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by Xxxxx & Xxxxx, Inc. and its subsidiaries business the registrant acquired during the year ended March 31LLP, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon such reports of Xxxxx & Xxxxx LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing. The consolidated financial statements of AMC Entertainment Holdings, Inc. and subsidiaries for the year ended December 31, 2019 have been incorporated by reference herein, in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The registered business address AMC Entertainment Holdings, Inc. has agreed to indemnify and hold KPMG LLP harmless against and from any and all legal costs and expenses incurred by KPMG LLP in successful defense of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and other informational requirements any legal action or proceeding that arises as a result of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SECKPMG LLP’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating consent to the securities incorporation by reference of its audit report on the Company’s past financial statements incorporated by reference in this registration statement. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and 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 Carried Forward Fees to be comprehensive paid Equity Class A Common Stock, par value $0.01 Rule 457(c) and are qualified by reference to these filings. You should review the complete document to evaluate these statements.457(r) 40,000,000(1) $11.21(2) $448,400,000.00 .00011020 $49,413.68(3) N/A N/A N/A N/A Fees Previously Paid N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Carry Forward Securities N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Total Offering Amounts $448,400,000.00 $49,413.68 Total Fees Previously Paid N/A Total Fee Offsets N/A Net Fee Due $49,413.68

EXPERTS. The audited consolidated financial balance sheets of Matinas BioPharma Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements incorporated of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6the two-K dated February 2year period ended December 31, 2021 2019, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting (which is included in Managementhave been audited by EisnerAmper LLP, an independent registered public accounting firm. Such financial statements and the effectiveness of the Company’s internal control over financial reporting, have been incorporated herein by reference to the Company’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2019, and have been so incorporated in reliance on the report reports (which contains contain an explanatory paragraph adverse opinion on the effectiveness of the Company’s internal control over financial reporting due to the exclusion because of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020material weaknesses) of PricewaterhouseCoopers, an independent registered public accounting firm, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. The registered business address This prospectus supplement is part of PricewaterhouseCoopers the registration statement on Form S-3 we filed with the Securities and Exchange Commission, or SEC, under the Securities Act, and does not contain all the information set forth in the registration statement. Whenever a reference is 00/Xmade in this prospectus supplement to any of our contracts, Xxxxxx’x Xxxxxxxxagreements or other documents, Xxxxxxxthe reference may not be complete, Xxxx Xxxxand you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We are currently subject to periodic reporting file annual, quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at 000 X Xxxxxx, XX, Xxxx 0000, Xxxxxxxxxx, XX 00000. You can request copies of these documents by writing to the SEC can be obtained over and paying a fee for the Internet copying cost. Please call the SEC at 0-000-XXX-0000 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and 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 statementsxxxx://xxx.xxx.xxx.

EXPERTS. The audited consolidated financial statements incorporated of SpringWorks Therapeutics, Inc. appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limitedthe SpringWorks Therapeutics, Inc.’s current report on Annual Report (Form 610-K dated February 2K) for the year ended December 31, 2021 2022, and management’s assessment of the effectiveness of the SpringWorks Therapeutics, Inc.’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F as of Alibaba Group Holding Limited for the year ended March December 31, 2020 2022, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by Xxxxx & Xxxxx LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, as set forth in their reports 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 & Xxxxx LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the SEC can be obtained over a registration statement on Form S-3 under the Internet at Securities Act with respect to the SEC’s website at xxx.xxx.xxxsecurities offered by this prospectus. This prospectus supplement is prospectus, filed as part of a registration statement we filed with statement, does not contain all of the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained set forth in the registration statement and its exhibits and schedules in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for For further information on with respect to us and the securities we are offeringbeing offered by this prospectus, you should read the registration statement, including its exhibits and schedules. Statements contained in this prospectus supplement and prospectus, including documents that we have incorporated by reference, as to the accompanying prospectus concerning contents of any contract or other document we referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are any other such document, each such statement is qualified in all respects by reference to these filingsthe corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database or our website. We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at xxx.xxx.xxx. We also make these documents available on our website at xxx.xxxxxxxxxxxxx.xxx. Our website and the information contained or connected to our website is not incorporated by reference in this prospectus, and you should not consider it part of this prospectus.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on On Internal Control over Over Financial Reporting) incorporated in this prospectus Prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due relating to the exclusion of certain elements of Company’s requirement for additional financing to fund future operations as described in Note 3 to the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020statements) of PricewaterhouseCoopersPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to have on file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a an effective “shelf” registration statement we filed with the SEC, using a shelf registration process under the Securities Act, on Form S-3 relating to the securities to that may be offeredoffered and sold hereunder. This The full registration statement, including exhibits thereto, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus supplement omits some information contained in or the registration statement in accordance with SEC rules and regulationsaccompanying prospectus. You should review read the information and exhibits in the full registration statement for further information on about us and the securities we are offeringthese securities. Statements Any statement made in this prospectus supplement and or the accompanying prospectus concerning the contents of any contract, agreement or other document is only a summary of the actual contract, agreement or other document. If we have filed any contract, agreement or other document as an exhibit to the registration statement statement, then you should read the exhibit for a more complete understanding of the document or matter involved. We maintain a website at xxx.xxxxxxxxxxxxxx.xxx. We make our SEC filings available on our website, free of charge, as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC. Information presented or accessed through our website is not incorporated into, or made a part of, this prospectus supplement or the accompanying prospectus. Our SEC filings are available from the SEC’s Internet site at xxxx://xxx.xxx.xxx, which contains reports, proxy and information statements and other information regarding issuers that we otherwise filed file electronically with the SEC are not intended to SEC. In addition, our common stock is listed on The Nasdaq Global Select Market and similar information concerning us can be comprehensive inspected and are qualified by reference to these filings. You should review copied at the complete document to evaluate these statementsoffices of The Nasdaq Stock Market, One Liberty Plaza, 000 Xxxxxxxx, Xxx Xxxx, XX 00000.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus Prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 2020, have been so incorporated in reliance on the report of Xxxxxxxxx & Xxxxxxxxx, Certified Public Accountants (which contains an explanatory paragraph on the effectiveness Isr.), a member firm of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersPricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address We have filed with the SEC a registration statement on Form F-3 under the Securities Act, with respect to the securities offered by this prospectus. However, as is permitted by the rules and regulations of PricewaterhouseCoopers the SEC, this prospectus, which is 00/Xpart of our registration statement on Form F-3, Xxxxxx’x Xxxxxxxxomits certain non-material information, Xxxxxxxexhibits, Xxxx Xxxxschedules and undertakings set forth in the registration statement. For further information about us, and the securities offered by this prospectus, please refer to the registration statement. We are currently subject to periodic the reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or that are applicable to a foreign private issuer. In accordance with the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-FF by April 30 of each year. We also furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, filed with and made public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information with the SEC. All information filed regarding issuers, such as us, that file electronically with the SEC can be obtained over (xxxx://xxx.xxx.xxx). These SEC filings are also available to the Internet at public from commercial document retrieval services. As a foreign private issuer, we are exempt from the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process rules under the Securities ActExchange Act prescribing the furnishing and content of proxy statements to shareholders and our officers, relating to directors and principal shareholders are exempt from the securities to be offered. This prospectus supplement omits some information “short-swing profits” reporting and liability provisions contained in Section 16 of the registration statement in accordance with SEC rules Exchange Act and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and 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 statementsrelated Exchange Act rules.

EXPERTS. The audited consolidated financial statements incorporated of Pacific Ethanol as of and for the years ended December 31, 2019 and 2018 appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementPacific Ethanol’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 2019 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxauditing. We are currently subject have filed with the SEC a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated under the Securities Act, with respect to periodic reporting and other informational requirements the securities offered under this prospectus. This prospectus, which constitutes a part of the Securities Exchange Act registration statement, does not contain all of 1934the information contained in the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits. For further information with respect to us and the securities offered under this prospectus, as amended, or reference is made to the U.S. Exchange Act, as applicable to foreign private issuersregistration statement and its exhibits and schedules. Accordingly, we are required to We file reports, including annual reports on Form 2010-FK, quarterly reports on Form 10-Q and other information current reports on Form 8-K with the SEC. All The SEC maintains an Internet web site that contains reports, proxy and information filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed statements and other information regarding issuers, including Pacific Ethanol, that file electronically with the SEC, using a shelf registration process under the Securities Act, relating . The SEC’s Internet website address is xxxx://xxx.xxx.xxx. Our Internet website address is xxx.xxxxxxxxxxxxxx.xxx. We do not anticipate that we will send an annual report to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules our stockholders until and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities unless we are offeringrequired to do so by the rules of the SEC. Statements All trademarks or trade names referred to in this prospectus supplement and are 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 statementsproperty of their respective owners.

EXPERTS. The audited consolidated financial statements of Dermata Therapeutics, Inc. (the "Company") as of and for the year ended December 31, 2023 and the adjustments to the 2022 financial statements to retrospectively reflect the impact of a reverse stock split incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to from the Annual Report on Form 2010-F K of Alibaba Group Holding Limited the Company for the year ended March December 31, 2020 2023, have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Xxxx Xxxxx LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern uncertainty), which is incorporated herein by reference. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing. The financial statements, before the effects of the adjustments to retrospectively apply the reverse stock split described in Note 1, of Dermata Therapeutics, Inc. as of and for the year ended December 31, 2022, appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by Xxxxx Xxxxxxx XxXxxx, P.C., independent registered public accounting firm, as set forth in their report (which report includes an explanatory paragraph regarding the existence of substantial doubt about the Company's ability to continue as a going concern), and have been incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The registered business address of PricewaterhouseCoopers is 00/Xauditing, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxin giving said reports. We are currently subject to periodic reporting and other the informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Actand in accordance therewith file annual, as applicable to foreign private issuers. Accordingly, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the Securities and Exchange Commission’s website is xxx.xxx.xxx. We make available free of charge on or through our website 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 or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC. We have filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offeredoffering of these securities. This prospectus supplement omits some The registration statement, including the attached exhibits, contains additional relevant 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 on about us and the securities we are offeringsecurities. Statements in this This prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to do not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at xxx.xxx.xxx. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, xxxxx://xxx.xxxxxxxxx.xxx. We have not incorporated by reference into this prospectus supplement or that we otherwise filed with the SEC are accompanying prospectus the information on our website, and you should not intended consider it to be comprehensive and are qualified by reference to these filings. You should review a part of this prospectus supplement or the complete document to evaluate these statementsaccompanying prospectus.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the our Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March December 31, 2020 have been so incorporated 2023, as set forth in reliance on the their report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due describing conditions that raise substantial doubt about our ability to continue as a going concern as described in Note 1 to the exclusion of certain elements of consolidated financial statements), which is incorporated by reference in this prospectus supplement and elsewhere in the internal control over registration statement. Our financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firmstatements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus supplement forms a part. The registered business address rules and regulations of PricewaterhouseCoopers 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, you should refer to the registration statement and the exhibits and schedules filed 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 00/Xqualified in all respects by the complete text of the agreement or document, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxa copy of which has been filed as an exhibit to the registration statement. We Because we are currently subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part We make available free of a registration statement charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we filed with electronically file such material with, or furnish such material to, the SEC. Please note, using a shelf registration process however, that we have not incorporated any other information by reference from our website, other than the documents listed under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 heading “Incorporation of Certain Information by Reference” on us and the securities we are offering. Statements in page S-15 of this prospectus supplement and supplement. In addition, you may request copies of these filings at no cost by writing or telephoning us at the accompanying prospectus concerning any document we filed as an exhibit to the registration statement following address 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.telephone number:

EXPERTS. The audited consolidated financial statements incorporated of Chuy’s Holdings, Inc. and subsidiaries as of December 29, 2019 and December 30, 2018 and for each of the years in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6the three-K dated February 2year period ended December 29, 2021 2019 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) as of December 31, 2019 incorporated in this prospectus Prospectus Supplement by reference to from the Chuy’s Holdings, Inc. and subsidiaries Annual Report on Form 2010-F of Alibaba Group Holding Limited K for the year ended March 31December 29, 2020 2019 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by RSM US LLP, an independent registered public accounting firm, given on as stated in their reports thereon which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Accounting Standards Codification Topic 842, Leases, incorporated herein by reference, and have been incorporated in this Prospectus Supplement in reliance upon such reports and upon the authority of said such firm as experts in auditing accounting and accountingauditing. Chuy’s Holdings, Inc. files annual, quarterly and current reports, proxy statements and other information with the SEC. The registered business SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including Xxxx’s, that file electronically with the SEC. The public can obtain any document that Xxxx’s files electronically with the SEC at xxx.xxx.xxx. Our website address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxlocated at xxx.xxxxx.xxx. We are currently subject make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to periodic reporting those reports and other informational requirements information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act. Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, as applicable to foreign private issuers. Accordinglyor furnish it to, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All Except for the documents incorporated by reference as described under "Documents Incorporated by Reference," the information filed with the SEC contained on or that can be obtained over the Internet at the SEC’s accessed through our website at xxx.xxx.xxx. This prospectus supplement is does not constitute part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and supplement, the accompanying prospectus concerning any document we filed as an exhibit to or the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified documents incorporated by reference to these filings. You should review the complete document to evaluate these statementsherein or therein.

EXPERTS. The audited consolidated financial statements incorporated of Global Medical REIT Inc. appearing in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Global Medical REIT Inc. Annual Report on Internal Control over Financial Reporting(Form 10-K) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March December 31, 2020 2017 (including schedules appearing therein), have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGaudited by MaloneBailey, Inc. and its subsidiaries business the registrant acquired during the year ended March 31LLP, 2020) of PricewaterhouseCoopers, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accountingauditing. The historical statements of revenues and certain operating expenses of the Belpre portfolio for the year ended December 31, 2017 appearing in the Global Medical REIT Inc. Current Report (Form 8-K/A) dated June 22, 2018, have been audited by XxxxxxXxxxxx, LLP, independent registered business address public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated statements of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxrevenues and certain operating expenses are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. We are currently subject may offer, issue and sell from time to periodic reporting time, together or separately, the securities described in this prospectus, at an aggregate public offering price that will not exceed $500,000,000. We will provide the specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and other informational requirements any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer and sell any securities unless accompanied by a prospectus supplement describing the amount of and terms of the Securities Exchange Act offering of 1934those securities. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We reserve the sole right to accept, and together with any underwriters, dealers and agents, reserve the right to reject, in whole or in part, any proposed purchase of securities. The names of any underwriters, dealers or agents involved in the sale of any securities, the specific manner in which they may be offered and any applicable commissions or discounts will be set forth in the prospectus supplement covering the sales of those securities. We expect to elect to be taxed as amendeda real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2016. To assist us in complying with certain federal income tax requirements applicable to REITs, among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer.” Our common stock is listed on the New York Stock Exchange, or the U.S. Exchange ActNYSE, under the symbol “GMRE.” The last reported sale price of our common stock on the NYSE on June 14, 2017 was $9.41 per share. We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter system. If we decide to seek a listing for any of those securities, that will be disclosed in a prospectus supplement. Incorporation by Reference of Information Filed with the SEC 1 About This Prospectus 1 Cautionary Note Regarding Forward-Looking Statements 3 Where You Can Find More Information 2 Risk Factors 6 Global Medical REIT Inc. 5 Description of Capital Stock 8 Use of Proceeds 7 Legal Ownership of Securities 24 Description of Debt Securities 13 Plan of Distribution 60 Certain Provisions of Maryland Law and of Our Charter and Bylaws 27 Legal Matters 62 Experts 62 Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus or any accompanying prospectus supplement to “we,” “our,” “us” and “our company” refer to Global Medical REIT Inc., a Maryland corporation (the “Company”), together with its consolidated subsidiaries, including: (1) Global Medical REIT L.P. (the “Operating Partnership”), a Delaware limited partnership and (2) Global Medical REIT GP LLC (the “GP”), a Delaware limited liability company that is our wholly owned subsidiary and the sole general partner of our Operating Partnership. You should rely only on the information contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information contained in this prospectus and any accompanying prospectus supplement, as applicable to foreign private issuers. Accordingly, well as information that we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have previously filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with U.S. Securities and Exchange Commission, or the SEC, using a shelf registration process under and incorporated by reference, is accurate only as of the Securities Actdate of the applicable document. Our business, relating to the securities to be offeredfinancial condition, results of operations and prospects may have changed since those dates. This The distribution of this prospectus supplement omits 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 on us and the securities we are offering. Statements in this any accompanying prospectus supplement and the offering of our securities in certain jurisdictions may be restricted by law. If you possess this prospectus or any accompanying prospectus concerning supplement, you should find out about and observe these restrictions. This prospectus and any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC accompanying prospectus supplement are not intended an offer to be comprehensive sell our securities and are not soliciting an offer to buy our securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified by reference to these filingsdo so or to any person to whom it is not permitted to make such offer or sale. You should review the complete document to evaluate these statementsSee “Plan of Distribution” in this prospectus.

EXPERTS. The audited consolidated financial statements of LXP Industrial Trust incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2Prospectus, 2021 and management’s assessment of the effectiveness of LXP Industrial Trust’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm, given on the their authority of said firm as experts in auditing accounting and accountingauditing. The registered business address of PricewaterhouseCoopers is 00/XLXP files annual, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting quarterly and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file current reports, including annual reports on Form 20-F, proxy statements (as applicable) and other information with the SEC. All information filed Our filings with the SEC can be obtained over are available to the public on the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This prospectus supplement is We also maintain a website at xxxx://xxx.xxx.xxx through which you can obtain copies of documents that we file with the SEC. The contents of that website are not incorporated by reference in or otherwise a part of a registration statement this prospectus. The SEC allows LXP to “incorporate by reference” the information we filed file with the SEC, using which means we can disclose important information to you by referring you to those documents. The information incorporated by reference herein is an important part of this prospectus. Any statement contained herein or in a shelf registration process under prospectus supplement hereto or in any document incorporated by reference will be deemed to be amended, modified or superseded for the Securities Act, relating purpose of this prospectus to the securities extent that a statement contained in this prospectus, any prospectus supplement or a later document that is or is considered to be offeredincorporated by reference herein amends, modifies or supersedes such statement. This Any statements so amended, modified or superseded will not be deemed to constitute a part of this prospectus, except as so amended, modified or superseded. LXP incorporates by reference in this prospectus supplement omits some information contained in the documents listed below and any future filings that LXP may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the termination of the offering under this prospectus; 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 and regulations. You should review rules: • our Annual Report on Form 10-K for the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise year ended December 31, 2023, filed with the SEC on February 15, 2024; • the description of our common shares contained in Exhibit 4.12 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024; • our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2023; and • our Registration Statement on Form 8-A, filed with the SEC on December 8, 2004. To receive a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are not intended specifically incorporated by reference in the documents), write us at the following address or call us at the telephone number listed below: Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be comprehensive and are qualified by reference Carried Forward Newly Registered Securities Fees to these filings. You should review the complete document to evaluate these statements.Be Paid Equity Shares of beneficial interest classified as common stock, par value $0.0001 per share 457(o) $55,015,161 $0.00014760 $8,120.24 Carry Forward Securities Carry Forward Securities Equity Shares of beneficial interest classified as common stock, par value $0.0001 per share 415(a)(6) $294,984,839 S-3 333- 253297 February 19, 2021 $32,182.85(1) Total Offering Amounts $350,000,000 $8,120.24 Total Fees Previously Paid $0 Total Fee Offsets $0 Net Fee Due $8,120.24

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 supplement and management’s assessment of elsewhere in the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 registration statement have been so incorporated by reference in reliance on upon the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGXxxxx Xxxxxxxx LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firmaccountants, given on upon the authority of said firm as experts in auditing accounting and accountingauditing. 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 business public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given 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 XxxxxxXxxxx LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this prospectus supplement and elsewhere in the registration statement. We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 under the Securities Act, with respect to the securities 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 or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered by this prospectus supplement, please see the registration statement and the exhibits filed with the registration statement. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of PricewaterhouseCoopers the website is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxxxxx://xxx.xxx.xxx. We are currently subject to the information and periodic reporting and other informational requirements of the Securities Exchange Act of 1934and, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyin accordance therewith, we are required to file periodic reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All Such periodic reports, proxy statements and other information are available for inspection and copying at the website of the SEC referred to above. We maintain a website at xxxx://xxx.XXXXXxxxxxx.xxx. 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 15(d) of the Exchange Act with the SEC can be obtained over the Internet free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC’s . Our website at xxx.xxx.xxx. This prospectus supplement is and the information contained on that site, or connected to that site, are not incorporated into and are not a part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in this prospectus supplement and or 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 statementsprospectus.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus supplement by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2from Torchlight Energy Resources, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in ManagementInc.’s Annual Report on Internal Control over Financial Reporting) Form 10-K for the year ended December 31, 2020 have been audited by Xxxxxx & Xxxxxxx Co., our independent registered public accounting firm, as stated in its report included in such consolidated financial statements, and have been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing. The financial statements of Metamaterial, Inc. incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited our Definitive Proxy Statement for the year ended March 312021 special meeting of stockholders on Schedule 14A, 2020 filed on May 7, 2021 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness reports of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQGKPMG LLP and Ernst & Young LLP, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accounting firmauditors, given on the authority of said firm firms as experts in auditing and accounting. The registered business address of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information have filed with the SEC can be obtained over the Internet at the SEC’s website at xxx.xxx.xxx. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process on Form S-3 under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements in of which this prospectus supplement and the accompanying prospectus concerning form 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 filed with the registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any document we 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 that we otherwise filed statement. We file annual, quarterly and current reports, proxy statements and other documents with the SEC are electronically. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can access the electronic versions of these filings on the SEC’s website found at xxx.xxx.xxx. We make available free of charge on our website 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 intended to be comprehensive and are qualified incorporated any other information by reference to these filings. You should review from our website, other than the complete document to evaluate these statementsdocuments listed under the heading “Incorporation of Certain Information by Reference” below.

EXPERTS. The audited consolidated financial statements incorporated in this prospectus supplement by reference to Exhibit 99.2 of Alibaba Group Holding Limitedfrom the Company’s current report Annual Report on Form 610-K dated February 2for the year ended June 30, 2021 2016 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersaudited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus supplement forms a part. The registered business address rules and regulations of PricewaterhouseCoopers 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, you should refer to the registration statement and the exhibits and schedules filed 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 00/Xqualified in all respects by the complete text of the agreement or document, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxa copy of which has been filed as an exhibit to the registration statement. We Because we are currently subject to periodic the information and reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglywe file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All information filed with Our SEC filings are available to the SEC can be obtained public over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. This prospectus supplement is part of a registration statement You may also read and copy any document we filed with file at the SEC’s Public Reference Room at 000 X Xxxxxx, using a shelf registration process under X.X., Xxxxxxxxxx, X.X. 00000. Please call the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 at 0- 000-XXX-0000 for further information on us the operation of the Public Reference Room. We make available free of charge on our website 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 securities SEC. Please note, however, that we are offering. Statements in have not 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- 13 of this prospectus supplement and supplement. In addition, you may request copies of these filings at no cost by writing or telephoning us at the accompanying prospectus concerning any document we filed as an exhibit to the registration statement following address 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.telephone number:

EXPERTS. The audited consolidated financial statements incorporated in this prospectus by reference to Exhibit 99.2 balance sheets of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. Applied Digital Corporation and its subsidiaries business the registrant acquired during the year ended March as of May 31, 2020) 2023 and 2022, and the related consolidated statements of PricewaterhouseCooperscomprehensive loss, an changes in shareholders’ equity, and cash flows for each of the years then ended have been audited by Xxxxxx XXX, independent registered public accounting firm, given as stated in their report which is incorporated by reference herein. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus supplement, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our securities, reference is made to our SEC filings and the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at xxxx://xxx.xxx.xxx. The registered business address of PricewaterhouseCoopers is 00/Xregistration statement, Xxxxxx’x Xxxxxxxxincluding all exhibits and amendments to the registration statement, Xxxxxxx, Xxxx Xxxxhas been filed electronically with the SEC. We are currently subject to the information and periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyand, we are required to in accordance with such requirements, will file periodic reports, including annual reports on Form 20-Fproxy statements, and other information with the SEC. All These periodic reports, proxy statements, and other information filed with will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at xxx.xxxxxxxxxxxxxx.xxx, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be obtained over the Internet at the SEC’s accessed through, our website at xxx.xxx.xxxis not part of, and is not incorporated into, this prospectus. This prospectus supplement is part of a registration statement we filed with the SEC, using a shelf registration process under the Securities Act, relating to the securities to be offered. This prospectus supplement omits 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 on us and the securities we are offering. Statements We have included our website address in this prospectus supplement and the accompanying prospectus concerning any document we filed solely 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 statementsinactive textual reference.

EXPERTS. The audited consolidated financial statements as of March 31, 2023 and for the year then ended incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 supplement and management’s assessment of in the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 Registration Statement have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopersXxxxxx Xxxx & X’Xxxxxxx LLP, an independent registered public accounting firmfirm and our current auditor, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding our ability to continue as a going concern. The consolidated financial statements as of March 31, 2022 and for the year then ended incorporated by reference in this prospectus supplement and in the Registration Statement have been so incorporated in reliance on the report of BDO USA P.A., an independent registered business address public accounting firm and our former auditor, incorporated herein by reference, given on the authority of PricewaterhouseCoopers is 00/X, Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxxsaid firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding our ability to continue as a going concern. We are currently subject to periodic the reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, as applicable to foreign private issuers. Accordinglyand file annual, we are required to file quarterly and current reports, including annual reports on Form 20-F, proxy statements and other information with the SEC. All You may read and copy these reports, proxy statements and other information filed with the SEC can be obtained over the Internet at the SEC’s website public reference facilities at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 0-000-XXX-0000 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at xxx.xxx.xxx. This prospectus supplement is only part of a registration statement on Form S-3 that we have filed with the SEC, using a shelf registration process SEC under the Securities Act, relating to the securities to be offered. This prospectus supplement Act and therefore omits some certain information contained in the registration statement in accordance statement. We have also filed exhibits and schedules with SEC rules and regulations. You should review the information and exhibits in the registration statement that are excluded from this prospectus supplement, and you should refer to the applicable exhibit or schedule for further information on us a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We also maintain a website at xxx.xxxxxxx.xxx, through which you can access our SEC filings. The website addresses referenced herein are not intended to function as hyperlinks, and the securities we are offering. Statements information contained in our website, the SEC’s website or any other website referenced herein is not incorporated by reference into this prospectus supplement and the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are should not intended be considered to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statementspart of this prospectus supplement.