Common use of EXPERTS Clause in Contracts

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, 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. 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 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.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31dated March 4, 20212020 have been audited by Xxxxx Xxxxxxx XxXxxx P.C., an independent registered public accounting firm, as set forth stated in their report, report which is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our consolidated Such financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of 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 auditing Xxxxx Xxxxxxx XxXxxx P.C. has no interest in the registration statement. Whenever a reference is made shares being registered in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that filing. We 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. Because we are subject to the information public company and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SECSecurities and Exchange Commission (“SEC”).You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Our SEC filings are also available to the public over the Internet at the SEC’s website web site at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-KIn addition, Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kwe maintain a web site that contains information regarding our company, including any amendments to those copies of reports, proxy statements 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 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 The address of our web site is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxx.xxxxxxxxx.xxx. Information Except for the documents specifically incorporated by reference into this prospectus, information contained on our website or accessible that can be accessed through our website is does not constitute a part of this prospectus and is not incorporated by reference herein, and the inclusion of prospectus. We have included our website address in this prospectus is only as an inactive textual reference onlyand do not intend it to be an active link to our website. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. The 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 or the accompanying prospectus. A copy of the registration statement can be obtained at the address set forth above. You should read the registration statement for further information about us and these securities.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, and the effectiveness of our internal control over financial reporting as of December 31, 2021, as set forth in their reportreports, which is are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreports, given on their authority as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities Act Act, of which this prospectus forms a part. The rules and does not contain all regulations of the SEC allow us to omit from this prospectus certain information set forth or incorporated by reference included in the registration statement. Whenever a reference is made in For further information about us and the securities we are offering under this prospectus to any of our contractsprospectus, agreements or other documents, the reference may not be complete and you should refer to the registration statement and the exhibits that are and schedules filed with the registration statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a part copy of which has been filed as an exhibit to the registration statement or otherwise filed with the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other documentSEC. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements and other information with the SECSEC under the Exchange Act. Our SEC filings are available to You may read and copy this information from the public over the Internet at Public Reference Room of the SEC’s , 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC also maintains an Internet website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those that contains reports, proxy statements and other information about issuers, like us, that we file electronically with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website The address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our of that website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyxxx.xxx.xxx.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements of India Globalization Capital, Inc. included in our Annual Report annual report on Form 10-K for the fiscal year ended December March 31, 20212020 and March 31, 2019, have been audited by Xxxxxxx Xxxxxxxx & Associates, independent registered public accountants, as set forth in their reportreports thereon, which is included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statement. Our Such consolidated financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s report, upon such reports given on their the authority of said firm as experts in accounting and auditing. This prospectus is part Xxxxxx Frome Xxxxxxx LLP, New York, New York, as our counsel, will pass upon certain legal matters, including the legality of the registration statement on Form S-3 we filed with securities offered by this prospectus and any prospectus supplement. If the SEC under securities are distributed in an underwritten offering, certain legal matters will be passed upon for the Securities Act and does not contain all the information set forth or incorporated underwriters by reference counsel identified in the registration statementapplicable prospectus supplement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements and other information documents with the SEC. You may read and copy any document we file at the SEC’s public reference room at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000, subject to restrictions that may be imposed from time to time as a result of the COVID-19 pandemic. You should call 0-000-XXX-0000 for more information on the operation of the public reference room, including any restrictions imposed as a result of the COVID-19 pandemic. Our SEC filings are also available to the public over the Internet at you on the SEC’s website 's Internet site at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-KThe SEC’s Internet site contains reports, Quarterly Reports on Form 10-Q proxy and Current Reports on Form 8-K, including any amendments to those reportsinformation statements, and other information regarding issuers that we file electronically with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. The registration statement contains more information than this prospectus regarding us and our common stock, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the address listed above or from the SEC’s Internet site. Our website Internet address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxx.xxxxxx.xx. Information contained The information on or accessible through our Internet website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included in our Annual Report on Form 10-K of iBio, Inc. and Subsidiaries as of June 30, 2019 and 2018, and for the year ended December 31years then ended, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are statement of which this prospectus is a part, have been so included in reliance on the audit report, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, of CohnReznick LLP, an independent registered public accounting firm, incorporated by reference in reliance on Ernst & Young LLP’s reportthis prospectus and the registration statement of which this prospectus is a part, given on their the authority of that firm as experts in accounting and auditing. This prospectus is part We file quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You can inspect and copy these reports, proxy statements and other information without charge at the public reference facilities of the registration statement SEC at the SEC’s Public Reference Room located at the SEC’s principal office at Room 0000, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on Form S-3 we the operation of this public reference room by calling 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (xxxx://xxx.xxx.xxx). The Registration Statement, including all exhibits and schedules and amendments, has been filed with the SEC under through the Securities Act Electronic Data Gathering Analysis and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference Retrieval system and is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer available to the exhibits that are a part of public from 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 documentSEC’s web site at xxxx://xxx.xxx.xxx. Because we are subject to the information and reporting requirements of the Exchange Act, we file We also make our 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. 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 our investor website. These filings will be available ,xxxxx://xx.xxxxxxx.xxx/sec-filings, as soon as reasonably practicable after we electronically file such material these materials with, or furnish it them to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through We use our website is not as a part channel of this prospectus and is not incorporated by reference hereindistribution for material company information. Important information, including financial information, analyst presentations, financial news releases, and the inclusion of our website address in this prospectus other material information about us is an inactive textual reference only.routinely posted on and accessible at xxxxx://xx.xxxxxxx.xxx/.

EXPERTS. Ernst & Young The financial statements as of December 31, 2018 and 2017, and for the years then ended, included in this Prospectus have been so included in reliance on the report of BPM LLP, an independent registered public accounting firm, has audited our consolidated financial statements included given on the authority of said firm as experts in our Annual Report auditing and accounting. We have filed with the SEC a shelf registration statement on Form 10-K for S-3 under the year ended December 31, 2021, as set forth in their report, which is incorporated Securities Act with respect to the Common Stock we are offering by reference in this prospectus. This prospectus and elsewhere does not contain all of the information included in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportFor further information pertaining to us and our Common Stock, given on their authority as experts in accounting and auditing. This prospectus is part of you should refer to 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 statementto its exhibits. Whenever a we make reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may references are not be complete necessarily complete, and you should refer to the exhibits that are a part of attached to the registration statement or for copies of the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such actual contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, information statements and proxy statements and other information with the SEC. Our You can read our SEC filings are available to filings, including the public over the Internet registration statement, at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our Annual Report You may also read and copy any document we file with the SEC at its public reference facility at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. We also maintain a website at xxxx://xxx.xxxxxxxxx.xxx. You may access, free of charge, our annual reports on Form 10-K, Quarterly Reports quarterly reports on Form 10-Q and Current Reports 10- Q, current reports on Form 8-K, including any K and amendments to those reports, and other information that we file with reports filed or furnish to the SEC furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material is electronically filed with, or furnish it furnished to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information The information contained on on, or accessible through that can be accessed through, our website is not a part of this prospectus of, and is should not be construed as being incorporated by reference hereininto, and the inclusion of our website address in this prospectus is an inactive textual or the accompanying prospectus supplement. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, D.C. 20549. Please call the SEC at 0-000-XXX-0000 for further information on the operation of the public reference onlyfacilities.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included of NuZee, Inc. as of September 30, 2021 and 2020 and for each of the two years in our the period ended September 30, 2021, incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31September 30, 2021, as set forth in their report, which is 2021 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young the report of MaloneBailey, LLP’s report, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities Act with respect to the common stock offered by this prospectus supplement and does the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of that registration statement, but do not contain all of the information set forth or incorporated by reference included in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits exhibits. For further information about us, we refer you to the reports registration statement and to its exhibits and schedules. You may obtain the full registration statement and exhibits from the SEC or other documents incorporated by reference into this prospectus for a copy of such contractfrom us, agreement or other documentas provided below. Because we are subject to the information and reporting requirements of the Exchange Act, we 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.xxxxxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that we file electronically with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SECat xxxx://xxx.xxx.xxx. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxx.xxxxxxx.xxx. Information The information contained on on, or accessible through that can be accessed through, our website is not a part of this prospectus and is not supplement or the accompanying prospectus or incorporated by reference hereininto this prospectus supplement or the accompanying prospectus, and you should not consider information on our website to be part of this prospectus supplement or the inclusion of accompanying prospectus. We have included our website address in this prospectus is as an inactive textual reference only.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in our the Report of Management on Internal Controls over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is 2018 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young the report of PricewaterhouseCoopers LLP’s report, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that We 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. Because we are subject to the information public company and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are also available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our We also make available free of charge through our website our Annual Report Reports on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K, including any K and amendments to those reports, and other information that we file with reports filed or furnish to the SEC furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge as well as our definitive proxy statement and Section 16 reports on our website. These filings will be available as soon as reasonably practicable after we electronically file such material withForms 3, or furnish it to, the SEC4 and 5. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxx.XxxxxxxxxXxxxxxxxxx.xxx. Information contained on However, the information located on, or accessible through from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus or any accompanying prospectus supplement or incorporated into any other filings that we make with the SEC. This prospectus comprises only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and, therefore, omits some of the information contained in the registration statement. We have also filed exhibits and is not incorporated by reference hereinschedules to the registration statement which are excluded from this prospectus, and you should refer to the inclusion applicable exhibit or schedule for a complete description of our website address any statement referring to any contract or other document. You may inspect or obtain a copy of the registration statement, including the exhibits and schedules, as described in this prospectus is an inactive textual reference onlythe previous paragraph.

EXPERTS. Ernst & Young The consolidated financial statements as of December 31, 2014 and 2013, and for each of the two years in the period ended December 31, 2014, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated by reference in this prospectus supplement have been so incorporated in reliance on the reports of BDO USA, LLP, an independent registered public accounting firm, has audited our (the report on the consolidated financial statements included in our Annual Report on Form 10-K for contains an explanatory paragraph regarding the year ended December 31, 2021, Company’s ability to continue as set forth in their report, which is a going concern) incorporated herein by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is supplement and the accompanying prospectus are part of the a registration statement on Form S-3 that we filed with the SEC under the Securities Act Act. This prospectus supplement and does the accompanying prospectus do not contain all of the information set forth or incorporated by reference included in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part We have omitted certain parts of the registration statement or in accordance with the exhibits rules and regulations of the SEC. For further information, we refer you to the reports or other documents incorporated by reference into registration statement, including its exhibits and schedules. Statements contained in this prospectus for a copy supplement and the accompanying prospectus about the provisions or contents of such any contract, agreement or any other documentdocument referred to are not necessarily complete. Because we are subject Please refer to the information and reporting requirements actual exhibit for a more complete description of the Exchange Act, we matters involved. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings filings, including the registration statement and exhibits, are available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-KYou may also read, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reportswithout charge, and other information that copy the documents we file with or furnish file, at the SEC’s public reference rooms at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. You can request copies of these documents by writing to the SEC pursuant to Section 13(a) and paying a fee for the copying cost. Please call the SEC at 0-000-XXX-0000 for further information on the public reference rooms. We maintain an Internet site at xxx.xxxxxxxxxxxx.xxx. We have not incorporated by reference into this prospectus supplement or 15(d) of the Exchange Act can also be accessed free of charge accompanying prospectus the information on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, and you should not consider any of the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained information posted on or accessible through hyper-linked to our website is not to be a part of this prospectus and is not incorporated by reference herein, and supplement or the inclusion of our website address in this prospectus is an inactive textual reference onlyaccompanying prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in this prospectus by reference from our Annual Report on Form 10-K for the years ended December 31, 2020 and 2019, and for each of the years in the period ended December 31, 2020, have been so incorporated in reliance on the report of Xxxxxx, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Enertec, as of December 31, 2020 and December 31, 2019, and for the year ended December 31, 2021, as set forth in their report, which is 2020 incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s reportthe report of BDO XXX XXXX, an independent registered public accounting firm, incorporated herein by reference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is supplement and the accompanying prospectus are part of the registration statement on Form S-3 we filed with the SEC under the Securities Act Act, and does do not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents, the reference may not be complete 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 supplement and the accompanying prospectus for a copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements You may inspect a copy of the Exchange Actregistration statement, we 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 file annual, quarterly and current reports, proxy statements and other information with the SEC. 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 and paying a fee for the 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 over the Internet at no cost from the SEC’s website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, 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 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.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. Ernst & Young The financial statements as of December 31, 2018 and 2017, and for the years then ended, included in this Prospectus have been so included in reliance on the report of BPM LLP, an independent registered public accounting firm, has audited our consolidated financial statements included given on the authority of said firm as experts in our Annual Report auditing and accounting. We have filed with the SEC this shelf registration statement on Form 10-K for S-3 under the year ended December 31, 2021, as set forth in their report, which is incorporated Securities Act with respect to our Common Stock we are offering by reference in this prospectus. This prospectus and elsewhere does not contain all of the information included in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportFor further information pertaining to us and our Common Stock, given on their authority as experts in accounting and auditing. This prospectus is part of you should refer to 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 statementto its exhibits. Whenever a we make reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may references are not be complete necessarily complete, and you should refer to the exhibits that are a part of attached to the registration statement or for copies of the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such actual contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, information statements and proxy statements and other information with the SEC. Our You can read our SEC filings are available to filings, including the public over the Internet registration statement, at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our Annual Report You may also read and copy any document we file with the SEC at its public reference facility at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. We also maintain a website at xxxx://xxx.xxxxxxxxx.xxx. You may access, free of charge, our annual reports on Form 10-K, Quarterly Reports quarterly reports on Form 10-Q and Current Reports 10- Q, current reports on Form 8-K, including any K and amendments to those reports, and other information that we file with reports filed or furnish to the SEC furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material is electronically filed with, or furnish it furnished to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information The information contained on on, or accessible through that can be accessed through, our website is not a part of this prospectus of, and is should not be construed as being incorporated by reference hereininto, and the inclusion of our website address in this prospectus is an inactive textual or the accompanying prospectus supplement. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for further information on the operation of the public reference onlyfacilities.

EXPERTS. Ernst & Young The financial statements as of December 31, 2018 and 2017, and for the years then ended, included in this Prospectus have been so included in reliance on the report of BPM LLP, an independent registered public accounting firm, has audited our consolidated financial statements included given on the authority of said firm as experts in our Annual Report auditing and accounting. We have filed with the SEC this shelf registration statement on Form 10-K for S-3 under the year ended December 31, 2021, as set forth in their report, which is incorporated Securities Act with respect to our Common Stock we are offering by reference in this prospectus. This prospectus and elsewhere does not contain all of the information included in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportFor further information pertaining to us and our Common Stock, given on their authority as experts in accounting and auditing. This prospectus is part of you should refer to 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 statementto its exhibits. Whenever a we make reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may references are not be complete necessarily complete, and you should refer to the exhibits that are a part of attached to the registration statement or for copies of the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such actual contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, information statements and proxy statements and other information with the SEC. Our You can read our SEC filings are available to filings, including the public over the Internet registration statement, at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our Annual Report You may also read and copy any document we file with the SEC at its public reference facility at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. We also maintain a website at xxxx://xxx.xxxxxxxxx.xxx. You may access, free of charge, our annual reports on Form 10-K, Quarterly Reports quarterly reports on Form 10-Q and Current Reports 10- Q, current reports on Form 8-K, including any K and amendments to those reports, and other information that we file with reports filed or furnish to the SEC furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material is electronically filed with, or furnish it furnished to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information The information contained on on, or accessible through that can be accessed through, our website is not a part of this prospectus of, and is should not be construed as being incorporated by reference hereininto, and the inclusion of our website address in this prospectus is an inactive textual or the accompanying prospectus supplement. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 20549. Please call the SEC at 0-000-XXX-0000 for further information on the operation of the public reference onlyfacilities.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus supplement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 20212019 and the effectiveness of our internal control over financial reporting as of December 31, 2019 have been audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their reportreports thereon, which is included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s report, upon such reports given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of the We have filed a registration statement on Form S-3 we filed with the SEC under for the Securities Act shares of common stock offered by this prospectus supplement and does not contain all the accompanying prospectus. This prospectus supplement and the accompanying prospectus, including the information set forth or incorporated by reference herein and therein, do not include all of the information contained in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you You should refer to the exhibits that are a part of the registration statement or and its exhibits for additional information. We file annual, quarterly and periodic reports, proxy statements and other information with the exhibits SEC. Many of our SEC filings are available to the reports or other documents incorporated by reference into this prospectus for a copy public from the SEC’s website: xxx.xxx.xxx. We make available free of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file charge our annual, quarterly and current reports, proxy statements and other information with upon request. To request such materials, please contact us at the SEC. Our SEC filings are available following address or telephone number: ADMA Biologics, Inc. 000 Xxxxx 00, Xxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxx Xxxx, Executive Vice President and Chief Financial Officer, (000) 000-0000 .. Exhibits to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxxdocuments will not be sent, unless those exhibits have specifically been incorporated by reference in this prospectus. 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 You may also obtain reports, and statements or other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of by accessing our website at xxx.xxxxxxxxxxxxx.xxx, under the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material withInvestors tab, or furnish it to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxSEC Filings. Information contained on in, or accessible through through, our website is does not constitute a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this or any accompanying prospectus is an inactive textual reference onlysupplement.

EXPERTS. Ernst & Young The consolidated financial statements as of December 31, 2019 and 2018 and for the years then ended incorporated by reference in this prospectus supplement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated herein by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportreference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities Act with respect to the securities being offered hereby. This prospectus supplement and does the accompanying prospectus, which constitute a part of the registration statement, do not contain all of the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities offered hereby, we refer you to the reports registration statement and the exhibits filed thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we are subject document filed as an exhibit to the information and reporting requirements of the Exchange Act, we registration statement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our The SEC filings are available to the public over the maintains an Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-Ksite that contains reports, Quarterly Reports on Form 10-Q proxy and Current Reports on Form 8-K, including any amendments to those reportsinformation statements, and other information regarding issuers that file electronically with the SEC, including us. The SEC’s Internet site can be found at xxxx://xxx.xxx.xxx. In addition, we file with make available on or furnish to the SEC pursuant to Section 13(a) or 15(d) through our Internet site copies of the Exchange Act can also be accessed free of charge on our website. These filings will be available these reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, furnished them to the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxInternet site can be found at xxxx://xxx.xxxxxxxxxxxxxxx.xxx. Information The information contained on in, or accessible through that can be accessed through, our website is not a part of this prospectus and is not incorporated by reference hereinin, and the inclusion of our website address in is not part of, this prospectus is an inactive textual reference onlysupplement or the accompanying prospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included of Sonoma Pharmaceuticals, Inc. appearing in our Annual Report Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for the year ended December March 31, 2021, filed on July 14, 2021, have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their reportreport included therein, which is and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s report, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our The SEC filings are available to maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the public over the Internet at SEC. The address of the SEC’s website at is xxxx://xxx.xxx.xxx. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at xxx.xxxxxxxxxxxx.xxx. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at xxx.xxxxxxxxxxxx.xxx copies of our Annual Report Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including K and 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 our website. These filings will be available such document as soon as reasonably practicable after we electronically file such material with, with or furnish it to, such documents to the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements of Calidi Biotherapeutics, Inc., as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023, included in our Calidi Biotherapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 20212023 have been audited by Xxxxxx LLP, independent registered public accounting firm, as set forth in their reportreport thereon, which is includes an explanatory paragraph as to the Company’s ability to continue as a going concern, included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s report, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of the We have filed our 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 statementof 1933, as may be amended. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file with the SEC, including the registration statement and the exhibits to the registration statement, at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx X.X. 00000. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. Our SEC filings are also available to the public over the Internet at the SEC’s website web site at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, 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 These documents may also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxweb site at xxx.xxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and web site is not incorporated by reference herein, and the inclusion of our website address in into this prospectus is and you should not consider information contained on our web site to be part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an inactive textual reference onlyamendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus by reference from Xenetic Biosciences, Inc.’s and subsidiaries’ Annual Report on Form 10-K for the year ended December 31, 2021, as set forth amended, have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report, which is are incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. We have filed a registration statement, of which this prospectus is a part, covering the securities offered hereby. As allowed by SEC rules, this prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto. We refer you to the registration statement and the exhibits thereto for further information. This prospectus is part qualified in its entirety by such other information. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, XX 00000. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800- SEC-0330. Copies of all or a portion of the registration statement on Form S-3 we filed with can be obtained from the public reference room of the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you on the SEC’s website at xxx.xxx.xxx. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements and other information with the SECSEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our SEC filings Those reports, proxy statements and other information are available to for inspection and copying at the public over the Internet at Public Reference Room and on the SEC’s website at xxxx://xxx.xxx.xxxreferred to above. Our Annual Report We maintain a website 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 the Internet with the address xxxxx.xxxxxxxxxx.xxx. We are not incorporating by reference into this prospectus the 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 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.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through and you should not consider our website is not to be a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst & Young The consolidated financial statements of Galectin Therapeutics, Inc. and subsidiaries as of December 31, 2012 and 2011 and for the years then ended, and the cumulative period ended December 31, 2012, have been incorporated by reference herein in reliance upon the report of XxXxxxxxx LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for and upon the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority of said firm as experts in accounting and auditing. We file reports with the SEC on an annual basis using Form 10–K, quarterly reports on Form 10–Q and current reports on Form 8–K. You may read and copy any such reports and amendments thereto at the SECs Public Reference Room at 100 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 xn official business days during the hours of 10:00 a.m. to 3:00 p.m. Please call the SEC at 1–800–SEC–0330 for information on the Public Reference Room. Additionally, the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements, and other information that issuers (including us) file electronically with the SEC. The SECs website address is xxxx://xxx.xxx.xxx. You can also obtain copies of materials we file with the SEC from our Internet website found at xxx.xxxxxxxxxxxxxxxxxxxx.xxx. Our stock is quoted on the NASDAQ Capital Market under the symbol “GALT.” This prospectus is supplement and the related prospectus are only part of the a registration statement on Form S-3 S–3 that we have filed with the SEC under the Securities Act and does not contain all the therefore omits certain information set forth or incorporated by reference contained in the registration statement. Whenever a reference is made in We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus to any of our contractssupplement, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement applicable exhibit or the exhibits to the reports or other documents incorporated by reference into this prospectus schedule for a copy complete description of such contract, agreement any statement referring to any contract or other document. Because we are subject to the information and reporting requirements You may inspect a copy of the Exchange Actregistration statement, we file annualincluding the exhibits and schedules, quarterly and current reportswithout charge, proxy statements and other information with at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, 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 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.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. Ernst The consolidated financial statements of Verb Technology Company, Inc. as of and for the years ended December 31, 2019 and 2018 appearing in this prospectus and registration statement of which this prospectus is a part have been audited by Xxxxxxxx & Young LLPCompany, P.A., an independent registered public accounting firm, has audited our consolidated financial statements as stated in its report thereon, included therein, and are included in our Annual Report on Form 10-K for reliance upon such report and upon the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority of such firm as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements statements, and other information with the SEC. The SEC maintains a website that contains these reports, proxy and information statements, and other information we file electronically with the SEC. Our SEC filings are available to the public over the Internet free of charge at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our Annual Report You can obtain copies of any of the documents incorporated by reference in this prospectus from us, or as described above, through the SEC’s website. Documents incorporated by reference are available from us, without charge, excluding all exhibits unless specifically incorporated by reference in the documents. You may obtain documents incorporated by reference in this prospectus by writing to us at the following address: 000 Xxxxx Xxxx Xxxx Xxxxx, Xxxxxxxx Xxxx, Xxxx 00000, Attention: Investor Relations, by emailing us at xxxx@xxxx.xxxx, or by calling us at 000.000.0000. We also maintain a section on Form 10-Kour website, Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kxxxxx://xxx.xxxx.xxxx/investor-relations/sec-filings, through which you can obtain copies of the documents that we have filed with the SEC. We use our website as a channel of distribution for material company information. Important information, including any amendments to those reportsfinancial information, analyst presentations, financial news releases, and other material 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 about us is routinely posted on our websiteand accessible at xxxxx://xxx.xxxx.xxxx. These filings will be available as soon as reasonably practicable after we electronically file such material withThe information set forth on, or furnish it toaccessible from, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst & Young The financial statements of Lumos Pharma, Inc. as of December 31, 2021 and 2020, and for the years then ended, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for and upon the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority of said firm as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we 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.xxxxxx.xxx.xxx. Our We make available, free of charge, through our website under “Investors & Media” section, our Annual Report Reports on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K, including any statements of changes in beneficial ownership of securities and amendments to those reports, 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 our website. These filings will be available statements as soon as reasonably practicable after we electronically file such material with, or furnish it to, they are filed with the SEC. Our website The address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through for our website is xxxx://xxx.xxxxx-xxxxxx.xxx. The contents on our website are not a part of this prospectus and is not incorporated by reference hereinprospectus, and the inclusion of reference to our website address does not constitute incorporation by reference into this prospectus of the information contained at that site. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC. This prospectus supplement and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our securities. Statements in this prospectus is concerning any document we filed as an inactive textual exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference onlyto these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC’s website.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus supplement by reference from Xenetic Biosciences, Inc.’s and subsidiaries’ Annual Report on Form 10-K for the year ended December 31, 2021, as set forth amended, have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report, which is are incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are have been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we 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.xxxxxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, 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 by linking directly from our websitewebsite at xxx.xxxxxxxxxx.xxx. 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 We have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration statement, including the exhibits attached thereto, contains additional relevant information about us and the securities. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxlisted above. Information contained The registration statement and the documents referred to below under “Incorporation by Reference” are also available on or accessible through our Internet website, xxx.xxxxxxxxxx.xxx. We are not incorporating by reference into this prospectus supplement the information on our website, and you should not consider our website is not to be a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst & Young PKF X’Xxxxxx Xxxxxx, LLP, our independent registered public accounting firm, has audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023, and the effectiveness of our internal control over financial reporting as of December 31, 2023, as set forth in their reportreports, which is are incorporated by reference in this prospectus and elsewhere in the registration statementherein. Our consolidated financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s reportPKF X’Xxxxxx Xxxxxx’x reports, given on their authority as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our The SEC filings are available to the public over the Internet at the SEC’s maintains a website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those xxx.xxx.xxx that contains reports, proxy and information statements and other information concerning issuers that we file electronically with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can SEC, including us. We also be accessed free of charge on our websitemaintain an internet site at xxx.xxx.xxxx that contains information concerning us. These filings will be available as soon as reasonably practicable after we electronically file such material withThe information contained on, or furnish it tootherwise accessible through, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not of, or incorporated by reference hereininto, this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act, and therefore omit some of the inclusion of our website address information contained in the registration statement. We have also filed exhibits to the registration statement which are excluded from this prospectus is an inactive textual reference onlysupplement and the accompanying prospectus, and you should refer to the applicable exhibit for a complete description of any statement referring to any contract or other document. You may obtain a copy of the registration statement, including the exhibits, as described in the previous paragraph.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included of Monopar Therapeutics Inc. as of December 31, 2021 and 2020, and for each of the two years in our the period ended December 31, 2021, incorporated in this Prospectus by reference to its Annual Report on Form 10-K for the year ended December 31, 2021, have been so incorporated in reliance on the report of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as set forth experts in their report, which is incorporated auditing and accounting. We have filed with the SEC a shelf registration statement on Form S-3 under the Securities Act with respect to the Common Stock we are offering by reference in this prospectus and elsewhere ATM Prospectus. This ATM Prospectus does not contain all of the information included in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reportFor further information pertaining to us and our Common Stock, given on their authority as experts in accounting and auditing. This prospectus is part of you should refer to the registration statement on Form S-3 and to its exhibits. Whenever we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by make reference in the registration statement. Whenever a reference is made in this prospectus ATM Prospectus to any of our contracts, agreements or other documents, the reference may references are not be complete necessarily complete, and you should refer to the exhibits that are a part of attached to the registration statement or for copies of the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such actual contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, information statements and proxy statements and other information with the SEC. Our You can read our SEC filings are available to filings, including the public over the Internet registration statement, at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our Annual Report You may also read and copy any document we file with the SEC at its public reference facility at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. We also maintain a website at xxxx://xxx.xxxxxxxxx.xxx. You may access, free of charge, our annual reports on Form 10-K, Quarterly Reports quarterly reports on Form 10-Q and Current Reports 10- Q, current reports on Form 8-K, including any K and amendments to those reports, and other information that we file with reports filed or furnish to the SEC furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material is electronically filed with, or furnish it furnished to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information The information contained on on, or accessible through that can be accessed through, our website is not a part of this prospectus of, and is should not be construed as being incorporated by reference hereininto, and this ATM Prospectus You may also obtain copies of the inclusion documents at prescribed rates by writing to the Public Reference Section of our website address in this prospectus is an inactive textual the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for further information on the operation of the public reference onlyfacilities.

EXPERTS. Ernst & Young LLPThe audited consolidated balance sheets as of September 30, 2013 and 2012, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended September 30, 2013 incorporated herein by reference from the Company’s Annual Reports on Form 10-K have been audited by Xxxxxx and Company, Inc. an independent registered public accounting firm, has audited our consolidated financial statements included as stated in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their its report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are has been so incorporated by reference in reliance on Ernst & Young LLP’s report, upon the report of such firm given on their upon its authority as experts in accounting and auditing. This prospectus is part of the We have filed a registration statement on Form S-3 we filed with the SEC under for the Securities Act and securities we are offering by this prospectus. This prospectus does not contain include all of the information set forth 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 any or all of the information that has been incorporated by reference in the registration statementprospectus but not delivered with the prospectus. Whenever We will provide this information upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer letter to the exhibits that are a part Secretary of the registration statement or Company, c/o LiveDeal, Inc., at the exhibits Company’s office located at 000 X. Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000. The Company’s telephone number is 000-000-0000. We are required to the reports or other documents incorporated by reference into this prospectus for a copy of such contractfile annual and quarterly reports, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements statements, and other information with the SEC. Our 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 filings are available to filings, including the public over the Internet at registration statement, on the SEC’s website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q You also may read and Current Reports on Form 8-K, including copy any amendments to those reports, and other information that document we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) at its public reference facility at: Please call the SEC at 0-000-XXX-0000 for further information on the operation of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by public reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyfacilities.

EXPERTS. Ernst & Young The consolidated financial statements as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) as of December 31, 2013 included in the accompanying prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed N-2, together with the SEC all amendments and related exhibits, under the Securities Act and does not contain all the information set forth or incorporated Act, with respect to our securities offered by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, supplement and the reference may not be complete and you should refer to the exhibits that are a part of the accompanying prospectus. The registration statement or the exhibits to the reports or other documents incorporated contains additional information about us and our securities being offered by reference into this prospectus for a copy of such contract, agreement or other documentsupplement and the accompanying prospectus. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current periodic reports, proxy statements and other information with the SECSEC under the Exchange Act. Our You may inspect and copy these reports, proxy statements and other information, as well as the registration statement of which this prospectus supplement and accompanying prospectus form a part and the related exhibits and schedules, at the Public Reference Room of the SEC filings at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000-0000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 000-000-0000. The SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available to the public over the Internet at on the SEC’s Internet website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those Copies of these reports, proxy and information statements and other information that we file with may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: xxxxxxxxxx@xxx.xxx, or furnish by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102. This prospectus relates to the SEC pursuant offer, from time to Section 13(a) time, in one or 15(d) more offerings or series, up to $400,000,000 of shares of our common stock, par value $0.001 per share, preferred stock, par value $0.001 per share, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares of our common stock. We may sell our securities through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers, including existing stockholders in a rights offering, or through agents or through a combination of methods of sale, including auctions. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. Although we are not currently authorized to issue shares of our common stock at a price below our net asset value per share, we may seek stockholder approval of this proposal again at a special meeting of stockholders or our next annual meeting of stockholders. Our Board of Directors, subject to its fiduciary duties and regulatory requirements, has the discretion to determine the amount of the Exchange Act can also be accessed free of charge on our website. These filings will be available discount, and as soon as reasonably practicable after we electronically file such material with, or furnish it toa result, the SECdiscount could be up to 100% of net asset value per share. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxSales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. Information contained on or accessible through our website is In the event we offer common stock, the offering price per share will not a part of this prospectus and is not incorporated by reference herein, and be less than the inclusion net asset value per share of our website address common stock at the time we make the offering except (1) in this prospectus is an inactive textual reference only.connection with a rights offering to our existing stockholders,

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements included of Verb Technology Company, Inc. as of and for the years ended December 31, 2020 and 2019 appearing in our Verb Technology Company, Inc.’s Annual Report on Form 10-K for the year ended December 31have been audited by Xxxxxxxx & Company, 2021P.A., an independent registered public accounting firm, as set forth stated in their reportreport thereon, which is incorporated by reference in this prospectus included therein, 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 upon such report and upon the authority of such firm as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities Act Act, and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contractsrules and regulations promulgated thereunder, agreements or other documents, the reference may not be complete and you should refer with respect to the exhibits that are shares of common stock offered under this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement or and the exhibits to and schedules thereto. Certain contracts and other documents described in this prospectus, and the reports or other documents incorporated by reference into this prospectus for a copy of such contractherein, agreement or other document. Because we are subject filed as exhibits to the registration statement, 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 reporting requirements the shares of common stock offered under this prospectus, reference is made to the Exchange Act, we registration statement and its exhibits and schedules. We file annual, quarterly and current reports, proxy statements statements, and other information with the SEC. The SEC maintains a website that contains these reports, proxy and information statements, and other information we file electronically with the SEC. Our SEC filings are available to the public over the Internet free of charge at the SEC’s website at xxxx://xxx.xxx.xxx. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, 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 our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SECxxx.xxx.xxx. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxxxx://xxx.xxxx.xxxx/. We maintain a section on our website, xxxxx://xxx.xxxx.xxxx/investor-relations/sec-filings, through which you can obtain copies of the reports, proxy and information statements, and other information we file electronically with the SEC. Information contained We use our website as a channel of distribution for material company information. Important information, including financial information, analyst presentations, financial news releases, and other material information about us is routinely posted on and accessible on our website. The information set forth on, or accessible through from, our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst & Young LLPThe consolidated financial statements of Codexis, Inc. (the Company) as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the reports of BDO USA, P.C., an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we are subject to the information and reporting requirements of the Exchange Act, we We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our The SEC filings are available to the public over the Internet at maintains a website that contains reports, proxy and information statements, and other information about issuers, such as us, who file electronically with the SEC’s . The address of that website is xxx.xxx.xxx. We make available, free of charge, on our website at xxxx://xxx.xxx.xxx. Our xxx.xxxxxxx.xxx, our proxy statements on Schedule 14A, Annual Report Reports on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K, including K and 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 our website. These filings will be available such reports as soon as reasonably practicable after we such reports are electronically file such material filed with, or furnish it furnished to, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not incorporated by reference herein and does not form a part of this prospectus. We have included our website in this prospectus solely as an inactive textual reference. This prospectus is part of a registration statement that we have filed with the SEC and is does not contain all of the information in the registration statement. The full registration statement may be obtained through the SEC’s website, as provided above, or from us, as provided below under “Incorporation by Reference.” Certain documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference herein, and in the inclusion of our website address registration statement. Statements in this prospectus about these documents are summaries and each statement is an inactive textual reference onlysubject, and qualified in all respects by reference, to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our The consolidated financial statements included in our of Microbot Medical Inc. appearing it its Annual Report on Form 10-K for the year ended December 31, 20212019, have been audited by Xxxxxxxxx Xxxxxxx Xxxxx & Co., a firm in the Deloitte Global Network, independent registered public accounting firm, as set forth in their reportreport thereon, which is including therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on Ernst & Young LLP’s report, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we We are subject to the information and reporting requirements of the Exchange Act, we Act and 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. Our Annual Report This prospectus is only part of a registration statement on Form 10-K, Quarterly Reports on Form 10-Q S-3 that we have filed with the SEC under the Securities Act and Current Reports on Form 8-K, including any amendments to those reportstherefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and other information that we file with or furnish you should refer to the SEC pursuant applicable exhibit or schedule for a complete description of any statement referring to Section 13(a) any contract or 15(d) other document. The registration statement and the documents referred to below under “Incorporation of Certain Information by Reference” are also available on our website at xxxx://xxx.xxxxxxxxxxxxxxx.xxx. We have not incorporated by reference into this prospectus the Exchange Act can also be accessed free of charge information on our website. These filings will , and you should not consider it to 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.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst The consolidated financial statements of Albireo Pharma, Inc. at December 31, 2016, and for the year then ended, incorporated by reference in this prospectus and the registration statement of which this prospectus forms a part have been audited by Xxxxx & Young LLPLLP (United States), independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K and at December 31, 2015, and for the year ended December 31then ended, 2021by Xxxxx & Young LLP (United Kingdom), independent registered public accounting firm, as set forth in their report, which is respective reports thereon incorporated by reference in this prospectus herein, and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference included in reliance on Ernst & Young LLP’s report, upon such reports given on their the authority of such firms as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement 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. Because we We are subject to the information and reporting requirements of the Exchange Act, we Act and 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 You may read and copy these reports, proxy statements and other information 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 xxxx://xxx.xxx.xxx. Our Annual Report This prospectus is only part of a registration statement on Form 10-KS-3 that we have filed with the SEC under the Securities Act of 1933, Quarterly Reports on Form 10-Q as amended, and Current Reports on Form 8-Ktherefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including any amendments to those reportsthe exhibits and schedules, and other information that we file with without charge, at the public reference room or furnish to obtain a copy from the SEC pursuant to Section 13(a) or 15(d) upon payment of the Exchange Act can also be accessed free of charge on our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, fees prescribed by the SEC. Our We also maintain a website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxat xxx.xxxxxxxxxxxxx.xxx, through which you can access our SEC filings. Information contained The information set forth on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference onlyprospectus.

EXPERTS. Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in our the Report of Management on Internal Controls over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is 2021 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young the report of PricewaterhouseCoopers LLP’s report, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that We 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. Because we are subject to the information public company and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are also available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Our We also make available free of charge through our website our Annual Report Reports on Form 10-K, Quarterly Reports on Form 10-Q and Q, Current Reports on Form 8-K, including any K and amendments to those reports, and other information that we file with reports filed or furnish to the SEC furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge as well as our definitive proxy statement and Section 16 reports on our website. These filings will be available as soon as reasonably practicable after we electronically file such material withForms 3, or furnish it to, the SEC4 and 5. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxxxxx.XxxxxxxxxXxxxxxxxxx.xxx. Information contained on However, the information located on, or accessible through from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus or any accompanying prospectus supplement or incorporated into any other filings that we make with the SEC. This prospectus comprises only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and, therefore, omits some of the information contained in the registration statement. We have also filed exhibits and is not incorporated by reference hereinschedules to the registration statement which are excluded from this prospectus, and you should refer to the inclusion applicable exhibit or schedule for a complete description of our website address any statement referring to any contract or other document. You may inspect or obtain a copy of the registration statement, including the exhibits and schedules, as described in this prospectus is an inactive textual reference onlythe previous paragraph.

EXPERTS. Ernst & Young The consolidated balance sheets of ProPhase Labs, Inc. and Subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations and other comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, have been audited by XxxxxxXxxxx LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth stated in their report, report which is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our consolidated Such financial statements are have been incorporated herein by reference in reliance on Ernst & Young LLP’s report, the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of 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 made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that We 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. Because we are subject to the information reporting company and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our We have filed with the SEC filings are available a registration statement on Form S-3 under the Securities Act with respect to the public over securities we are offering under this prospectus. This prospectus does not contain all of the Internet information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities offered under this prospectus, we refer you to the registration statement and the exhibits filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s website Public Reference Room at xxxx://xxx.xxx.xxx000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Our Annual Report on Form 10Please call the SEC at 0-K, Quarterly Reports on Form 10000-Q and Current Reports on Form 8-K, including any amendments to those XXX-0000 for more information about the operation of the public reference room. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that we file electronically with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act SEC, including ProPhase Labs, Inc. The SEC’s Internet site can also be accessed free of charge on our websitefound at xxx.xxx.xxx. These filings will be available as soon as reasonably practicable after we electronically file such material withWe maintain a website at xxx.xxxxxxxxxxxx.xxx. Information found on, or furnish it toaccessible through, the SEC. Our website address is xxxx://xxx.xxxxxxxxxxxxxxxx.xxx. Information contained on or accessible through our website is not a part of this prospectus of, and is not incorporated by reference hereininto, this prospectus, and the inclusion you should not consider it part of our website address in this prospectus is an inactive textual reference onlyprospectus.