Common use of EXPERTS Clause in Contracts

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

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and elsewhere management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the registration statement Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated by reference in reliance upon on the report (which contains an explanatory paragraph on the effectiveness of Xxxxx Xxxxxxxx LLPinternal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. The consolidated balance sheet registered business address of MAIA BiotechnologyPricewaterhouseCoopers is 00/X, Inc. Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and Subsidiaries as other informational requirements of December 31, 2021, and the related consolidated statements Securities Exchange Act of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm1934, as stated in their report which is incorporated hereinamended, or the U.S. Exchange Act, as applicable to foreign private issuers. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyAccordingly, Inc. has agreed we are required to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement file reports, including annual reports on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement20-F, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and All information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed with the SEC through our can be obtained over the Internet at the SEC’s website at xxx.XXXXXxxxxxx.xxxxxx.xxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered This prospectus supplement is part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents a registration statement we file filed with the SEC, as well as any or all of using a shelf registration process under the documents incorporated by reference Securities Act, relating to the securities to be offered. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus (other than exhibits supplement and the accompanying prospectus concerning any document we filed as an exhibit to such documents unless such exhibits the registration statement or that we otherwise filed with the SEC are specifically incorporated not intended to be comprehensive and are qualified by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries Pacific Ethanol as of and for the years ended December 31, 2021, 2019 and the related consolidated statements of operations, changes 2018 appearing in stockholders’ equity (deficit), and cash flows Pacific Ethanol’s Annual Report on Form 10-K for the year then endedended December 31, 2019, have been audited by EisnerAmper RSM US LLP, an independent registered public accounting firm, as stated in their report which is thereon, included therein, and incorporated hereinherein by reference. Such consolidated financial statements have been are incorporated herein by reference in reliance upon such reports given on the report authority of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify We have filed with the Securities and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of Exchange Commission a registration statement on Form S-3 that we have filed under the Securities Act, and the rules and regulations promulgated under the Securities Act, with the SEC relating respect to the shares of our securities being offered herebyunder this prospectus supplement. This prospectus supplement, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement and its the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus supplement are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits. The For further information with respect to us and the securities offered under this prospectus supplement, reference is made to the registration statement, statement and its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsschedules. We file annualreports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports, proxy statements and other information reports on Form 8-K with the SECSecurities and Exchange Commission. The SEC Securities and Exchange Commission maintains an Internet web site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, statements and other information regarding issuers, such as usincluding Pacific Ethanol, that file electronically with the SECSecurities and Exchange Commission. Additionally, you may access our filings with the SEC through our The Securities and Exchange Commission’s Internet website at xxx.XXXXXxxxxxx.xxxaddress is xxxx://xxx.xxx.xxx. Our Internet website address is xxxx://xxx.xxxxxxxxxxxxxx.xxx. We have included do not anticipate that we will send an annual report to our website address as an inactive textual reference only stockholders until and our website and unless we are required to do so by the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all rules of the documents incorporated by reference Securities and Exchange Commission. All trademarks or trade names referred to in this prospectus (other than exhibits to such documents unless such exhibits supplement are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation property of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datetheir respective owners.

EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet sheets of MAIA Biotechnology, Inc. Applied Digital Corporation and Subsidiaries its subsidiaries as of December May 31, 20212023 and 2022, and the related consolidated statements of operationscomprehensive loss, changes in stockholdersshareholders’ equity (deficit)equity, and cash flows for each of the year years then ended, ended have been audited by EisnerAmper LLPXxxxxx XXX, independent registered public accounting firm, as stated in their report which is incorporated by reference herein. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to We have filed with the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act with the SEC relating respect to the shares of our securities being common stock offered herebyby this prospectus. This prospectus does not contain all supplement, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information in pertaining to us and our securities, reference is made to our SEC filings and the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at xxxx://xxx.xxx.xxx. The registration statement, its including all exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material amendments to the offering registration statement, has been filed electronically with the SEC. We are subject to the information and periodic reporting requirements of the securities hereby. Whenever a reference is made Exchange Act, and, in this prospectus to any of our contracts or other documentsaccordance with such requirements, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We will file annual, quarterly and current periodic reports, proxy statements statements, and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains These periodic reports, proxy and information statements, and other information regarding issuerswill be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at xxx.xxxxxxxxxxxxxx.xxx, such where you may access these materials free of charge as ussoon as reasonably practicable after they are electronically filed with, that file electronically with or furnished to, the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the The information contained onin, or that can be accessed through, our website will is not be deemed to be incorporated by reference inpart of, and are is not considered part ofincorporated into, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference have included our website address in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making solely as an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateinactive textual reference.

EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated Our combined balance sheet of MAIA Biotechnology, Inc. and Subsidiaries sheets as of December 31, 20212005 and 2004, and the related consolidated combined statements of operations, changes in stockholders’ equity (deficit), and cash flows and business equity and comprehensive income (loss) for the year then endedyears ended December 31, 2005, 2004 and 2003 and financial statement schedule, included in this prospectus, have been audited by EisnerAmper KPMG LLP, our independent registered public accounting firm, as stated in their report which is incorporated herein. Such combined financial statements and financial statement schedule have been incorporated herein so included in reliance on the report of such independent registered public accounting firm given upon their on the authority of such firm as experts in accounting auditing and auditingaccounting. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of We have filed a registration statement on Form S-3 that we have filed S-1 with the SEC relating with respect to the shares sale of our securities being offered herebythe notes by Sprint Capital as contemplated by this prospectus. This prospectus is a part of, and does not contain all of the information in set forth in, the registration statement and its exhibitsthe exhibits and schedules to the registration statement. The For further information with respect to our company and the notes, please refer to the registration statement, including its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities herebyschedules. Whenever a reference is Statements made in this prospectus relating to any of our contracts contract or other documentsdocument are not necessarily complete, the reference may not be complete. You and you should refer to the exhibits that are a part of attached to the registration statement in order to for copies of the actual contract or document. You may review a copy of the contract registration statement, including its exhibits and schedules, at the SEC’s public reference room, located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, as well as on the Internet website maintained by the SEC at xxx.xxx.xxx. Please call the SEC at 0-000-XXX-0000 for further information on the public reference room. Information contained on any website referenced in this prospectus is not incorporated by reference into this prospectus or documentsthe registration statement of which this prospectus is a part. We After the distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file annual, quarterly and current periodic reports, proxy statements and other information with the SEC. The Our future filings will be available from the SEC maintains an as described above. We will make available free of charge most of our future SEC filings through our Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such website (xxx.xxxxxx.xxx) as us, that soon as reasonably practicable after we electronically file electronically these materials with the SEC. Additionally, you You will be able to access these future SEC filings on our website. You may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper also request a copy of any our future SEC filings at no cost, by writing or all reportstelephoning us at: 0000 Xxxx 000xx Xxxxxx Xxxxxxxx Xxxx, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus Xxxxxx 00000 (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: 866) 591-1964 You should rely only on the information contained in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” belowor to which we have referred you. We have not authorized any other person to provide you with different informationinformation or to make any representation not contained in this prospectus. If anyone provides you Embarq Corporation (formerly referred to as the New Local Company) Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations for the years ended December 31, 2005, 2004 and 2003 F-3 Combined Balance Sheets as of December 31, 2005 and 2004 F-4 Combined Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 F-6 Combined Statements of Business Equity and Comprehensive Income (Loss) for the years ended December 31, 2005, 2004 and 2003 F-7 Notes to Combined Financial Statements F-8 The Board of Directors Sprint Nextel Corporation: We have audited the accompanying combined balance sheets of Embarq Corporation (formerly referred to as the New Local Company) (the “Company”) as of December 31, 2005 and 2004, and the related combined statements of operations, cash flows and business equity and comprehensive income (loss) for the years ended December 31, 2005, 2004 and 2003. In connection with different or inconsistent informationour audits of the combined financial statements, you should not rely upon itwe also have audited the financial statement schedule, Schedule II-Combined Valuation and Qualifying Accounts. These combined financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are not making an offer free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to sell these securities above present fairly, in any jurisdiction where such offer or sale is not permittedall material respects, the financial position of Embarq Corporation as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years ended December 31, 2005, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America. You should assume that Also, in our opinion, the related financial statement schedule, when considered in relation to the basic combined financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Kansas City, Missouri March 10, 2006 Net Operating Revenues $ 6,254 $ 6,139 $ 6,159 Costs of services and products 2,306 2,135 2,137 Selling, general and administrative 1,338 1,402 1,389 Depreciation and amortization 979 972 992 Restructuring and asset impairments 79 40 25 Total operating expenses 4,702 4,549 4,543 Operating Income 1,552 1,590 1,616 Interest expense (83) (102) (116) Premium on early retirement of debt — — (5) Other income (expense), net 3 (2) (6) Income from continuing operations before income taxes 1,472 1,486 1,489 Income tax expense (578) (569) (569) Income from Continuing Operations 894 917 920 Discontinued operations, net — — 376 Cumulative effect of change in this prospectus was accurate accounting principle, net (16) — 258 Net Income $ 878 $ 917 $ 1,554 Pro forma income per common share (unaudited) (Note 1) Basic $ 5.89 Diluted $ 5.85 Current assets Cash and equivalents $ 103 $ 103 $ 113 Accounts receivable, net of allowance for doubtful accounts of $57 and $61 660 660 636 Inventories 174 174 166 Deferred tax assets 22 22 26 Other deferred charges 55 55 60 Other assets 58 58 53 Total current assets 1,072 1,072 1,054 Gross property, plant and equipment 19,784 19,784 19,470 Accumulated depreciation (11,980) (11,980) (11,493) Net property, plant and equipment 7,804 7,804 7,977 Goodwill 27 27 27 Prepaid pension asset 219 219 157 Other assets 99 99 114 Total $ 9,221 $ 9,221 $ 9,329 Current liabilities Current maturities of long-term debt $ 2 $ 2 $ 115 Accounts payable 528 528 411 Accrued taxes 104 104 110 Advance xxxxxxxx 160 160 153 Accrued restructuring costs — — 15 Payroll and employee benefits 118 118 118 Deferred revenue 55 55 60 Accrued interest 35 35 38 Other 82 82 64 Total current liabilities 1,084 1,084 1,084 Noncurrent liabilities Long-term debt 7,708 1,123 1,125 Deferred income taxes 1,290 1,290 1,269 Net postretirement and other benefit obligations 793 793 834 Other 79 79 57 Total noncurrent liabilities 9,870 3,285 3,285 Total business equity — 4,852 4,960 Pro Forma Stockholders’ Equity Common stock, $.01 par value, 1,250 shares authorized, 149 shares issued and outstanding 1 — — Additional paid in capital (1,209) — — Retained earnings — — — Accumulated other comprehensive loss (525) — — Total stockholders’ equity (1,733) — — Total $ 9,221 $ 9,221 $ 9,329 Net income $ 878 $ 917 $ 1,554 Adjustments to reconcile net income to net cash provided by operating activities: Discontinued operations, net — — (376) Cumulative effect of change in accounting principle, net 16 — (258) Depreciation and amortization 979 972 992 Deferred income taxes 33 172 254 Net changes related to discontinued operations — — (271) Changes in operating assets and liabilities: Accounts receivable, net (24) (11) 40 Inventories and other current assets (14) 90 (80) Accounts payable and other current liabilities 93 (7) 50 Noncurrent assets and liabilities, net (80) (62) (120) Other, net 23 (7) 19 Net cash provided by operating activities 1,904 2,064 1,804 Capital expenditures (828) (975) (1,118) Proceeds from divestiture of directory business — — 647 Other, net 12 13 19 Net cash used by investing activities (816) (962) (452) Payments on the date debt (115) (152) (247) Changes in short-term borrowings — — (393) Dividends paid to Sprint Nextel (983) (865) (683) Other, net — — (4) Net cash used by financing activities (1,098) (1,017) (1,327) (Decrease) increase in Cash and Equivalents (10) 85 25 Cash and Equivalents at Beginning of the front cover Period 113 28 3 Cash and Equivalents at End of this prospectus only. Our businessPeriod $ 103 $ 113 $ 28 Xxxx paid for interest, financial conditionnet of amount capitalized $ 86 $ 109 $ 121 Cash paid to Sprint Nextel for income taxes $ 549 $ 408 $ 564 income, results net of operations and prospects may have changed since that date.tax — (1) — (1) January 1, 2003 balance $ 4,559 $ 6 $ (561 ) $ 4,004 Changes other than transactions with equity owners: Net income 1,554 — — 1,554

EXPERTS. The audited financial statements incorporated by reference consolidated balance sheet of New Harvest Capital Corporation as of April 30, 2005 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year ended April 30, 2005 included in this prospectus Information Statement/ Proxy Statement/ Prospectus and elsewhere in the registration statement have been so incorporated audited by reference Jxxx Xxxx & Co., P.A., independent auditors as indicated in their report with respect thereto, and are included herein in reliance upon the report authority of Xxxxx Xxxxxxxx said firm as experts in giving such reports. The audited consolidated balance sheet of New Harvest Capital Corporation as of April 30, 2004 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year ended April 30, 2004 included in this Information Statement/ Proxy Statement/ Prospectus and elsewhere in the registration statement have been audited by Gxxxxxxxx, Gxxxx Kxxxxxx LLP, independent registered certified public accountantsaccountants as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving such reports. The audited balance sheet of Azur International, Inc. as of December 31, 2004, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended December 31, 2004 and 2003 included in this Information Statement/ Proxy Statement/ Prospectus have been audited by Jxxx Xxxx & Co., P.A., independent auditors, as stated in their report appearing herein, and are included in reliance upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file Harvest files annual, quarterly and current special reports, proxy statements and other information with the SECSecurities and Exchanges Commission. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains You may read and copy any reports, proxy and information statements, and statements or other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the Commission at the Public Reference Room of the SEC, 400 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or by calling the SEC at (800) SEC-0330. These Commission filings are also available to the public from commercial document retrieval services and at the Internet World Wide Web site. The address of the SEC Website is hxxx://xxx.xxx.xxx. 74 Harvest has filed a registration statement on Form S-4 under the Securities Act with the Securities and Exchange Commission with respect to Harvest’s common stock to be issued to Azur shareholders in the Share Exchange. This Information Statement/ Proxy Statement/ Prospectus constitutes the prospectus of Harvest filed as well as any or part of the registration statement. This Information Statement/ Proxy Statement/ Prospectus does not contain all of the documents incorporated by reference information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement, including its exhibits and schedules. Statements contained in this prospectus (other than exhibits Information Statement/ Proxy Statement/ Prospectus and any accompanying supplement about the provisions or contents of any contract, agreement or document referred to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making necessarily complete. For each of these contracts, agreements or documents filed as an offer exhibit to sell these securities in any jurisdiction where such offer or sale is not permittedthe registration statement, we refer you to the actual exhibit for a more complete description of the matters involved. You should not assume that the information in this prospectus was Information Statement/ Proxy Statement/ Prospectus is accurate as of any date other than the date on the date front of those documents. We do not intend to distribute annual reports or audited financial statements to our shareholders. This information may be found in our filings with the Securities and Exchange Commission. THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH OR INCORPORATED INTO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Harvest pursuant to the foregoing provisions or otherwise, Harvest has been advised that, in the opinion of the front cover Securities and Exchange Commission, such indemnification is against public policy as expressed in such act, and is therefore unenforceable. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 STATEMENTS OF OPERATIONS F-4 STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY F-5 STATEMENTS OF CASH FLOWS F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BXXX & COMPANY, P.A. Certified Public Accountants 1000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Coral Springs, Florida 33071 Board of this prospectus onlyDirectors and Stockholders New Harvest Capital Corporation We have audited the accompanying balance sheet of New Harvest Capital Corporation as of April 30, 2005 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year than ended. These financial statements are the responsibility of the Company's management. Our businessresponsibility is to express an opinion on these financial statements based on our audits. The financial statements of New Harvest Capital Corporation as of April 30, 2004, were audited by other auditors whose report dated August 6, 2004, expressed an unqualified opinion on those statements. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial conditionstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Harvest Capital Corporation as of April 30, 2005 and the results of their operations and prospects may have changed since that date.their cash flows for the year than ended, in conformity with U.S. generally accepted accounting principles. /s/ BXXX & COMPANY, P.A. Coral Springs, Florida July 12, 2005

EXPERTS. The audited financial statements of Plug Power Inc. and subsidiaries as of December 31, 2022, and for the year then ended, incorporated by reference in this prospectus Prospectus Supplement, and elsewhere in the registration statement effectiveness of the Company’s internal control over financial reporting have been so audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which express an unqualified opinion on the financial statements and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. The consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2021, and for each of the years in the two-year period ended December 31, 2021, have been incorporated by reference herein in reliance upon the report of Xxxxx Xxxxxxxx KPMG LLP, independent registered public accountantsaccounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and We have filed with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed with (File No. 333-265488) under the Securities Act, of which this prospectus supplement and the accompanying prospectus form a part. The rules and regulations of the SEC relating allow us to omit from this prospectus supplement certain information included in the shares of our registration statement. For further information about us and the securities being offered hereby. This we are offering under this prospectus does not contain all of the information in supplement, you should refer to the registration statement and its exhibits. The the exhibits and schedules filed with the registration statement, its exhibits and . With respect to the documents incorporated by reference statements contained in this prospectus and their exhibitssupplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all contain information that is material to respects by the offering complete text of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts agreement or other documentsdocument, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of which has been filed as an exhibit to the contract or documentsregistration statement. We 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. The Our SEC maintains an filings are available to the public over the Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC’s website at xxx.xxx.xxx. Additionally, you may access our filings with the SEC through We make available free of charge on our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only annual, quarterly and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all current reports, proxy statements and other documents information, including amendments thereto, as soon as reasonably practicable after we electronically file with such material with, or furnish such material to, the SEC. Please note, as well as however, that we have not incorporated any or all of other information by reference from our website, other than the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and listed under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover page S-16 of this prospectus onlysupplement. Our businessIn addition, financial condition, results you may request copies of operations and prospects may have changed since that date.these filings at no cost by writing or telephoning us at the following address or telephone number:

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated supplement by reference in reliance upon from Torchlight Energy Resources, Inc.’s Annual Report on Form 10-K for the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of year ended December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, 2020 have been audited by EisnerAmper LLPXxxxxx & Xxxxxxx Co., our independent registered public accounting firm, as stated in their its report which is incorporated herein. Such included in such consolidated financial statements statements, and have been so incorporated herein in reliance on upon the report of such firm given upon their its authority as experts in accounting and auditing. MAIA BiotechnologyThe financial statements of Metamaterial, Inc. has agreed incorporated in this prospectus supplement by reference to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP our Definitive Proxy Statement for the 2021 special meeting of stockholders on Schedule 14A, filed on May 7, 2021 have been so incorporated in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report reliance on the Company’s past financial statements included reports of KPMG LLP and Ernst & Young LLP, independent auditors, given on the authority of said firms as experts in this registration statementauditing and accounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 that we have filed with under the Securities Act, of which this prospectus supplement and the accompanying prospectus form a part. The rules and regulations of the SEC relating allow us to omit from this prospectus supplement certain information included in the shares of our registration statement. For further information about us and the securities being offered hereby. This we are offering under this prospectus does not contain all of the information in supplement, you should refer to the registration statement and its exhibits. The the exhibits and schedules filed with the registration statement, its exhibits and . With respect to the documents incorporated by reference statements contained in this prospectus and their exhibitssupplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all contain information that is material to respects by the offering complete text of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts agreement or other documentsdocument, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of which has been filed as an exhibit to the contract or documentsregistration statement. We file annual, quarterly and current reports, proxy statements and other information documents with the SECSEC electronically. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such as us, issuers that file electronically with the SEC. Additionally, you may You can access our the electronic versions of these filings with on the SEC through SEC’s website found at xxx.xxx.xxx. We make available free of charge on our website at xxx.XXXXXxxxxxx.xxx. We have included our website address annual, quarterly and current reports, including amendments to such reports, as an inactive textual reference only and our website and the information contained onsoon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Please note, however, that can be accessed through, our website will we have not be deemed to be incorporated any other information by reference infrom our website, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of than the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and listed under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The audited financial statements 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) incorporated in this Prospectus by reference in this prospectus and elsewhere in to the registration statement Annual Report on Form 20-F for the year ended December 31, 2020, have been so incorporated by reference in reliance upon on the report of Xxxxx Xxxxxxxx LLPXxxxxxxxx & Xxxxxxxxx, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and We have filed with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed F-3 under the Securities Act, with the SEC relating respect to the shares securities offered by this prospectus. However, as is permitted by the rules and regulations of the SEC, this prospectus, which is part of our securities being offered hereby. This prospectus does not contain all of the information registration statement on Form F-3, omits certain non-material information, exhibits, schedules and undertakings set forth in the registration statement and its exhibitsstatement. The registration statementFor further information about us, its exhibits and the documents incorporated securities offered by reference in this prospectus and their exhibitsprospectus, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should please refer to the exhibits registration statement. We are subject to the reporting requirements of the Exchange Act that are applicable to a part foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F by April 30 of the registration statement in order to review a copy of the contract or documentseach year. We file annual, quarterly also furnish to the SEC under cover of Form 6-K material information filed with and current reports, proxy statements and other information with the SECmade public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SECSEC (xxxx://xxx.xxx.xxx). AdditionallyThese SEC filings are also available to the public from commercial document retrieval services. As a foreign private issuer, you may access our filings with we are exempt from the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our website officers, directors and principal shareholders are exempt from the information “short-swing profits” reporting and liability provisions contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all in Section 16 of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus Exchange Act and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that daterelated Exchange Act rules.

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus by reference to Exhibit 99.2 of Alibaba Group Holding Limited’s current report on Form 6-K dated February 2, 2021 and elsewhere management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the registration statement Annual Report on Form 20-F of Alibaba Group Holding Limited for the year ended March 31, 2020 have been so incorporated by reference in reliance upon on the report (which contains an explanatory paragraph on the effectiveness of Xxxxx Xxxxxxxx LLPinternal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the HQG, Inc. and its subsidiaries business the registrant acquired during the year ended March 31, 2020) of PricewaterhouseCoopers, an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. The consolidated balance sheet registered business address of MAIA BiotechnologyPricewaterhouseCoopers is 00/X, Inc. Xxxxxx’x Xxxxxxxx, Xxxxxxx, Xxxx Xxxx. We are currently subject to periodic reporting and Subsidiaries other informational requirements of the Securities Exchange Act of 1934, as of December 31amended, 2021or the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for SEC. All information filed with the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on SEC can be obtained over the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLPInternet at the SEC’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statementwebsite at xxx.xxx.xxx. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered herebySEC. This prospectus does not contain all of the omits some information contained in the registration statement in accordance with SEC rules and its exhibitsregulations. The You should review the information and exhibits in the registration statement, its exhibits statement for further information on us and the documents incorporated by reference securities we are offering. Statements in this prospectus and their exhibits, all contain information that is material concerning any document we filed as an exhibit to the offering of registration statement or that we otherwise filed with the securities hereby. Whenever a SEC are not intended to be comprehensive and are qualified by reference is made in this prospectus to any of our contracts or other documents, the reference may not be completethese filings. You should refer review the complete document to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information evaluate these statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere of SpringWorks Therapeutics, Inc. appearing in the registration statement have been so incorporated by reference in reliance upon SpringWorks Therapeutics, Inc.’s Annual Report (Form 10-K) for the report year ended December 31, 2022, and the effectiveness of Xxxxx Xxxxxxxx LLPthe SpringWorks Therapeutics, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries Inc.’s internal control over financial reporting as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended2022, have been audited by EisnerAmper Xxxxx & Xxxxx LLP, independent registered public accounting firm, as stated set forth in their report which is reports thereon, included therein, and incorporated hereinherein by reference. Such financial statements have been are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Xxxxx & Xxxxx LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the report authority of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to We have filed with the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act with the SEC relating respect to the shares of our securities being offered herebyby this prospectus. This prospectus prospectus, filed as part of a registration statement, does not contain all of the information set forth in the registration statement and its exhibitsexhibits and schedules in accordance with SEC rules and regulations. The For further information with respect to us and the securities being offered by this prospectus, you should read the registration statement, including its exhibits and the schedules. Statements contained in this prospectus, including documents that we have incorporated by reference in this prospectus and their exhibitsreference, all contain information that is material as to the offering contents of the securities hereby. Whenever a reference is made in this prospectus any contract or other document referred to are not necessarily complete, and, with respect to any of our contracts contract or other documentsdocument filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the reference may not be completecorresponding exhibit. You should refer review the complete contract or other document to the exhibits that are a part evaluate these statements. You may obtain copies of the registration statement in order to review a copy of and its exhibits via the contract SEC’s XXXXX database or documentsour website. We file annual, quarterly and current reports, proxy statements and other information documents with the SECSEC under the Exchange Act. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx a website that contains reports, proxy and information statements, statements and other information regarding issuers, such as including us, that file electronically with the SEC. Additionally, you You may access our filings obtain documents that we file with the SEC through at xxx.xxx.xxx. We also make these documents available on our website at xxx.XXXXXxxxxxx.xxxxxx.xxxxxxxxxxxxx.xxx. We have included our website address as an inactive textual reference only and our Our website and the information contained on, or that can be accessed through, connected to our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus prospectus, and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover consider it part of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateprospectus.

EXPERTS. The audited consolidated financial statements of Virgin Galactic Holdings, Inc. as of December 31, 2021 and 2020, and for each of the years in the three-year period ended December 31, 2021, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, have been incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference herein in reliance upon the report reports of Xxxxx Xxxxxxxx KPMG LLP, independent registered public accountantsaccounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and We have filed with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act with the SEC relating to respect to, among other securities, the shares of our securities being common stock offered herebyby this prospectus supplement and accompanying prospectus. This prospectus does supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. The Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material we refer you to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsdocument that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements reports and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our Our filings with the SEC through our are available to the public on the SEC’s website at xxx.XXXXXxxxxxx.xxxxxxx://xxx.xxx.xxx. We have included our website address You may access these materials free of charge as an inactive textual reference only and our website and soon as reasonably practicable after they are electronically filed with or furnished to the information contained SEC. Those filings are also available to the public on, or that can be accessed accessible through, our website will under the heading “Investor Information” at xxx.xxxxxxxxxxxxxx.xxx. The information on our web site, however, is not, and should not be deemed to be incorporated by reference inbe, and are not considered a part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations supplement and prospects may have changed since that dateaccompanying prospectus.

EXPERTS. The audited financial statements 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) incorporated in this Prospectus by reference in this prospectus and elsewhere in to the registration statement Annual Report on Form 20-F for the year ended December 31, 2020, have been so incorporated by reference in reliance upon on the report of Xxxxx Xxxxxxxx LLPXxxxxxxxx & Xxxxxxxxx, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accountantsaccounting firm, upon given on the authority of said firm as experts in accounting auditing and auditingaccounting. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and We have filed with the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed F-3 under the Securities Act, with the SEC relating respect to the shares securities offered by this prospectus. However, as is permitted by the rules and regulations of the SEC, this prospectus, which is part of our securities being offered hereby. This prospectus does not contain all of the information registration statement on Form F-3, omits certain non-material information, exhibits, schedules and undertakings set forth in the registration statement and its exhibitsstatement. The registration statementFor further information about us, its exhibits and the documents incorporated securities offered by reference in this prospectus and their exhibitsprospectus, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should please refer to the exhibits registration statement. We are subject to the reporting requirements of the Exchange Act that are applicable to a part foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F by April 30 of the registration statement in order to review a copy of the contract or documentseach year. We file annualalso furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, quarterly filed with and current reports, proxy statements and other information with the SECmade public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SECSEC (xxxx://xxx.xxx.xxx). AdditionallyThese SEC filings are also available to the public from commercial document retrieval services. As a foreign private issuer, you may access our filings with we are exempt from the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our website officers, directors and principal shareholders are exempt from the information “short-swing profits” reporting and liability provisions contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all in Section 16 of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus Exchange Act and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that daterelated Exchange Act rules.

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries Pacific Ethanol as of and for the years ended December 31, 2021, 2019 and the related consolidated statements of operations, changes 2018 appearing in stockholders’ equity (deficit), and cash flows Pacific Ethanol’s Annual Report on Form 10-K for the year then endedended December 31, 2019 have been audited by EisnerAmper RSM US LLP, an independent registered public accounting firm, as stated in their report which is thereon, included therein, and incorporated hereinherein by reference. Such consolidated financial statements have been are incorporated herein by reference in reliance upon such report given on the report authority of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to We have filed with the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act, and the rules and regulations promulgated under the Securities Act, with the SEC relating respect to the shares of our securities being offered herebyunder this prospectus. This prospectus prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement and its the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits. The For further information with respect to us and the securities offered under this prospectus, reference is made to the registration statement, statement and its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsschedules. We file annualreports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports, proxy statements and other information reports on Form 8-K with the SEC. The SEC maintains an Internet web site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, statements and other information regarding issuers, such as usincluding Pacific Ethanol, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our The SEC’s Internet website at xxx.XXXXXxxxxxx.xxxaddress is xxxx://xxx.xxx.xxx. Our Internet website address is xxx.xxxxxxxxxxxxxx.xxx. We have included do not anticipate that we will send an annual report to our website address as an inactive textual reference only stockholders until and our website and unless we are required to do so by the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy rules of any or all reports, proxy statements and other documents we file with the SEC, as well as any . All trademarks or all of the documents incorporated by reference trade names referred to in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation property of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datetheir respective owners.

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus of Seaspan Corporation as of December 31, 2018 and elsewhere 2017 and for each of the years in the registration statement three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, have been so incorporated audited by reference in reliance upon the report of Xxxxx Xxxxxxxx KPMG LLP, independent registered public accountantsaccounting firm, and have been incorporated by reference herein in reliance upon the reports of KPMG LLP, which reports are also incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the consolidated balance sheet financial statements of MAIA Biotechnology, Inc. and Subsidiaries Seaspan Corporation as of December 31, 20212018 and 2017 and for each of the years in the three-year period ended December 31, and 2018, refers to a change in the related method of accounting for acquisitions in the year ended December 31, 2018 due to the adoption of Accounting Standards Update 2017-01, “Clarifying the Definition of a Business”. The consolidated financial statements of operationsGreater China Intermodal Investments LLC as of December 31, changes 2018 and 2017 and for each of the years in stockholders’ equity (deficit)the three-year period ended December 31, and cash flows for the year then ended, 2018 have been audited by EisnerAmper KPMG LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements and have been incorporated by reference herein in reliance on upon the report of such KPMG LLP, which report is also incorporated herein by reference, and upon the authority of said firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyOTHER MATTERS As of the date of this proxy statement/prospectus, Inc. has agreed the Seaspan board of directors knows of no matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement/prospectus. If any other matters properly come before holders of Seaspan common shares at the Special Meeting, or any adjournment or postponement thereof, and are voted upon, the enclosed proxy will be deemed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report confer discretionary authority on the Company’s past financial statements included individuals that are named as proxies to vote the shares represented by the proxy as to any of these matters in this registration statementtheir best judgment. This prospectus is part Table of Contents WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, Xxxxx filed a registration statement relating to the securities offered by this proxy statement/prospectus with the SEC. This proxy statement/prospectus is a part of that registration statement, which includes additional information. For further information regarding Atlas, you may wish to review the full registration statement, including its exhibits. In addition, Seaspan files annual and other reports with, and furnishes information to, the SEC. Copies of this material can be obtained from Seaspan’s website at xxx.xxxxxxxxxxx.xxx or from the SEC’s web site at xxx.xxx.xxx free of charge. As a foreign private issuer, Seaspan is exempt under the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal security-holders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, Seaspan is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, including the filing of quarterly reports on Form S-3 10-Q or current reports on Form 8-K. The SEC allows Seaspan to “incorporate by reference” into this proxy statement/prospectus information that we have it files with the SEC. This means that Seaspan can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this proxy statement/prospectus. Certain information that Seaspan files later with the SEC prior to the date of the Special Meeting, as it may be adjourned, will also be considered to be part of this proxy statement/prospectus and will automatically update and supersede previously filed information, including information included in or incorporated by reference into this proxy statement/prospectus. Seaspan incorporates by reference into this proxy statement/prospectus the documents listed below: • Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC relating on March 26, 2019; • Reports of Foreign Private Issuer on Form 6-K furnished to the shares SEC on January 15, 2019, January 17, 2019, May 3, 2019, May 13, 2019, May 16, 2019, June 14, 2019, August 14, 2019, August 23, 2019, September 20, 2019, November 18, 2019, November 22, 2019, January 14, 2020 and January 17, 2020; and • any subsequent Reports of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits Foreign Private Issuer on Form 6-K that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such designated as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically being incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on this proxy statement/prospectus, that are filed with or furnished to the information in SEC after the date of this proxy statement/prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person prior to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus onlySpecial Meeting, as it may be adjourned or postponed. Our businessThese reports contain important information about Seaspan, its financial condition, condition and its results of operations and prospects may have changed since that dateoperations.

EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet sheets of MAIA BiotechnologyMatinas BioPharma Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 20212019 and 2018, and the related consolidated statements of operationsoperations and comprehensive loss, changes in stockholders’ equity (deficit)equity, and cash flows for each of the years in the two-year then endedperiod ended December 31, 2019, and the effectiveness of the Company’s internal control over financial reporting have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements and the effectiveness of the Company’s internal control over financial reporting, have been incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and have been so incorporated in reliance on the report reports (which contain an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses) of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus supplement is part of a the registration statement on Form S-3 that we have filed with the SEC relating to Securities and Exchange Commission, or SEC, under the shares of our securities being offered hereby. This prospectus Securities Act, and does not contain all of the information set forth in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement to any of our contracts contracts, agreements or other documents, the reference may not be complete. You , and you should refer to the exhibits that are a part of the registration statement in order or the exhibits to review the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. You may inspect a copy of the contract registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or documentsobtain 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. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reportsYou may read, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper and copy of any or all reports, proxy statements and other the documents we file with at the SEC’s public reference rooms in Washington, as well as any or all D.C. at 000 X Xxxxxx, XX, Xxxx 0000, Xxxxxxxxxx, XX 00000. You can request copies of these documents by writing to the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents)SEC and paying a fee for the copying cost. Requests Please call the SEC at 0-000-XXX-0000 for such copies should be directed to: You should rely only further information on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus onlypublic reference rooms. Our business, financial condition, results of operations and prospects may have changed since that dateSEC filings are also available to the public at no cost from the SEC’s website at xxxx://xxx.xxx.xxx.

EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx Ernst & Young LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet of MAIA Biotechnology, Inc. and Subsidiaries as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, have been audited by EisnerAmper LLP, our independent registered public accounting firm, has audited the consolidated financial statements and financial statement schedule of BGC Partners, Inc. included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the effectiveness of internal control over financial reporting of BGC Partners, Inc. as stated of December 31, 2016, as set forth in their report reports, which is are incorporated by reference herein. Such consolidated financial statements have been and financial statement schedule of BGC Partners, Inc. are incorporated herein by reference in reliance on the report reports of such firm firm, given upon on their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past The audited historical financial statements included in this registration statement. This prospectus is part and financial statement schedule of a registration statement on Form S-3 that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents GFI Group Inc. incorporated by reference in this prospectus by reference to BGC Partners, Inc.’s Current Report on Form 8-K dated March 1, 2017 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documentsaccounting. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site You may read and copy any document we file at xxxx://xxx.xxx.xxx that contains reportsthe SEC’s Public Reference Room located at Xxx Xxxxxxx Xxxxx, proxy and information statements000 X Xxxxxx, and other information regarding issuersX.X., such as usXxxxxxxxxx, that file electronically with X.X. 00000. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Additionally, you may access our filings with Please call the SEC through our at 0-000-XXX-0000 for further information on the Public Reference Room. These filings are also available to the public from the SEC’s website at xxx.XXXXXxxxxxx.xxxxxx.xxx.xxx . We have included our Our website address is xxx.xxxxxxxxxxx.xxx . Through our website, we make available, free of charge, the following documents as an inactive textual reference only soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor, CFGM, our directors and our website executive officers; and the amendments to those documents. The information contained on, or that can may be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without chargeand is not incorporated into, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that datesupplement.

EXPERTS. The 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 years ended December 31, 2020 and 2019, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement have been so statement. Our consolidated financial statements are incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx on Ernst & Young LLP’s report, independent registered public accountants, upon the given on their authority of said firm as experts in accounting and auditing. The consolidated balance sheet financial statements of MAIA BiotechnologySalarius Pharmaceuticals, LLC, a Delaware limited liability company and a wholly owned subsidiary of Salarius Pharmaceuticals, Inc. and Subsidiaries as of and for the year December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, 2018 have been audited by EisnerAmper LLPXxxxxx and Xxxxxxx, L.L.P., independent registered public accounting firm, as stated in their report dated March 25, 2019, except for the effects of the recast of equity to which the date is January 10, 2020 with respect to the audit of the balance sheet of Salarius Pharmaceuticals, LLC as of December 31, 2018 and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2018, which report appears in the December 31, 2019 annual report on Form 10-K of Salarius Pharmaceuticals, Inc. and is incorporated hereinby reference in this prospectus supplement and the accompanying prospectus. Such financial statements have been are incorporated herein by reference in reliance on upon the report reports of Xxxxxx and Xxxxxxx, L.L.P., and upon the authority of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of We have filed a registration statement on Form S-3 that we have filed with the SEC relating to under the shares of our securities being offered herebySecurities Act. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits supplement and the documents incorporated by reference in this accompanying prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of but the contract or documentsregistration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet a web site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that site on the worldwide web is xxxx://xxx.xxx.xxx. The information on the SEC’s web site is not part of this prospectus, and any references to this web site or any other web site are inactive textual references only. We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. The SEC maintains a web site that contains reports, proxy, and information statements and other information regarding issuerscompanies, such as usours, that file documents electronically with the SEC. AdditionallyThe address of that site on the world wide web is xxxx://xxx.xxx.xxx. The information on the SEC’s web site is not part of this prospectus, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an and any references to this web site or any other web site are inactive textual reference only and our website and references only. The SEC permits us to “incorporate by reference” the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus supplement and the accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you should read it with the same care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus supplement and the accompanying prospectus (excluding any portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350): • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 18, 2021); • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (filed May 12, 2021); • our Current Reports on Form 8-K filed with the SEC on January 21, 2021, February 5, 2021, February 17, 2021, March 3, 2021, March 8, 2021, May 20, 2021, June 16, 2021 and July 1, 2021; • the information contained in our definitive proxy statement on Schedule 14A filed on April 27, 2021 and incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2020; and • the description of our common stock contained in our Registration Statement on Form 8-A filed on January 23, 2015, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the termination of any offering of securities offered by this prospectus (excluding any portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350). Any statement contained in this Registration Statement or in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. You may request a copy of any or all of the documents incorporated by reference in but not delivered with this prospectus prospectus, at no cost, by writing or telephoning us at the following address and number: 0000 Xxxxxxxx Xxxx., Suite X, Houston, TX 77021, and our telephone number is (other than 000) 000-0000. We will not, however, send exhibits to such documents those documents, unless such the exhibits are specifically incorporated by reference into in those documents. We make available free of charge on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such documents)materials to the Securities and Exchange Commission, or SEC. Requests for such copies should be directed to: You should rely only on may obtain a free copy of these reports in the information Investor Relations section of our website, xxx.xxxxxxxxxxxxxx.xxx. From time to time, we may offer up to $100,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “FLKS.” On April 22, 2019, the last reported sale price of our common stock was $0.55 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on Nasdaq or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. The aggregate market value of our outstanding common stock held by non-affiliates was approximately $11.3 million which was calculated based on 18,043,229 shares of outstanding common stock held by non-affiliates as of April 1, 2019, and a price per share of $0.624, the closing price of our common stock on April 15, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this registration statement with a value more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. In the event that subsequent to the effective date of this registration statement, the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales shall not apply to additional information described above and under the heading “Incorporation of Certain Information by Reference” belowsales made pursuant to this registration statement. We have not authorized sold any other person securities pursuant to provide you with different information. If anyone provides you with different or inconsistent informationGeneral Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on and including, the date of this registration statement. Neither the front cover Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus onlyis truthful or complete. Our business, financial condition, results of operations and prospects may have changed since that date.Any representation to the contrary is a criminal offense. T THIS PROSPECTUS i PECTUS SUMMARY FACTORS AL NOTE REGARDING FORWARD-LOOKING STATEMENTS F PROCEEDS RIPTION OF CAPITAL STOCK RIPTION OF DEBT SECURITIES RIPTION OF WARRANTS L OWNERSHIP OF SECURITIES OF DISTRIBUTION L MATTERS RTS E YOU CAN FIND MORE INFORMATION RPORATION OF CERTAIN INFORMATION BY REFERENCE 1 0 1 5 2 2 2 4 2 8 3 0 3 0 3 0

EXPERTS. The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere of Global Medical REIT Inc. appearing in the registration statement Global Medical REIT Inc. Annual Report (Form 10-K) for the year ended December 31, 2017 (including schedules appearing therein), have been so audited by MaloneBailey, LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon the such report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon given on the authority of said such firm as experts in accounting and auditing. The consolidated balance sheet historical statements of MAIA Biotechnology, Inc. revenues and Subsidiaries as certain operating expenses of the Belpre portfolio for the year ended December 31, 20212017 appearing in the Global Medical REIT Inc. Current Report (Form 8-K/A) dated June 22, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended2018, have been audited by EisnerAmper XxxxxxXxxxxx, LLP, independent registered public accounting firm, as stated set forth in their report which is thereon, included therein, and incorporated hereinherein by reference. Such financial consolidated statements have been of revenues and certain operating expenses are incorporated herein by reference in reliance upon such report given on the report authority of such firm given upon their authority as experts in accounting and auditing. MAIA BiotechnologyWe may offer, Inc. has agreed issue and sell from time to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action time, together or proceeding that arises as a result of EisnerAmper LLP’s consent to separately, the inclusion of its audit report on the Company’s past financial statements included securities described in this registration statement. This prospectus is part of a registration statement on Form S-3 prospectus, at an aggregate public offering price that we have filed with the SEC relating to the shares of our securities being offered hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectusexceed $500,000,000. We will provide you without charge, upon your oral or written request, with an electronic or paper copy the specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer and sell any securities unless accompanied by a prospectus supplement describing the amount of and terms of the offering of those securities. We may offer and sell these securities to or all reportsthrough one or more underwriters, proxy statements dealers or agents, or directly to purchasers on a continuous or delayed basis. We reserve the sole right to accept, and together with any underwriters, dealers and agents, reserve the right to reject, in whole or in part, any proposed purchase of securities. The names of any underwriters, dealers or agents involved in the sale of any securities, the specific manner in which they may be offered and any applicable commissions or discounts will be set forth in the prospectus supplement covering the sales of those securities. We expect to elect to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2016. To assist us in complying with certain federal income tax requirements applicable to REITs, among other documents purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer.” Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “GMRE.” The last reported sale price of our common stock on the NYSE on June 14, 2017 was $9.41 per share. We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter system. If we file decide to seek a listing for any of those securities, that will be disclosed in a prospectus supplement. Incorporation by Reference of Information Filed with the SECSEC 1 About This Prospectus 1 Cautionary Note Regarding Forward-Looking Statements 3 Where You Can Find More Information 2 Risk Factors 6 Global Medical REIT Inc. 5 Description of Capital Stock 8 Use of Proceeds 7 Legal Ownership of Securities 24 Description of Debt Securities 13 Plan of Distribution 60 Certain Provisions of Maryland Law and of Our Charter and Bylaws 27 Legal Matters 62 Experts 62 Unless otherwise indicated or unless the context requires otherwise, as well as any or all of the documents incorporated by reference references in this prospectus or any accompanying prospectus supplement to “we,” “our,” “us” and “our company” refer to Global Medical REIT Inc., a Maryland corporation (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documentsthe “Company”), together with its consolidated subsidiaries, including: (1) Global Medical REIT L.P. (the “Operating Partnership”), a Delaware limited partnership and (2) Global Medical REIT GP LLC (the “GP”), a Delaware limited liability company that is our wholly owned subsidiary and the sole general partner of our Operating Partnership. Requests for such copies should be directed to: You should rely only on the information contained in or incorporated by reference into this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” belowor any accompanying prospectus supplement. We have not authorized any other person anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon on it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information contained in this prospectus was and any accompanying prospectus supplement, as well as information that we have previously filed with the U.S. Securities and Exchange Commission, or the SEC, and incorporated by reference, is accurate on only as of the date of the front cover of this prospectus onlyapplicable document. Our business, financial condition, results of operations and prospects may have changed since that datethose dates. The distribution of this prospectus and any accompanying prospectus supplement and the offering of our securities in certain jurisdictions may be restricted by law. If you possess this prospectus or any accompanying prospectus supplement, you should find out about and observe these restrictions. This prospectus and any accompanying prospectus supplement are not an offer to sell our securities and are not soliciting an offer to buy our securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See “Plan of Distribution” in this prospectus.

EXPERTS. The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated balance sheet sheets of MAIA Biotechnology, Inc. Applied Digital Corporation and Subsidiaries its subsidiaries as of December May 31, 20212023 and 2022, and the related consolidated statements of operationscomprehensive loss, changes in stockholdersshareholders’ equity (deficit)equity, and cash flows for each of the year years then ended, ended have been audited by EisnerAmper LLPXxxxxx XXX, independent registered public accounting firm, as stated in their report which is incorporated by reference herein. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing. MAIA Biotechnology, Inc. has agreed to indemnify and hold EisnerAmper LLP harmless against and from any and all legal costs and expenses incurred by XxxxxxXxxxx LLP in successful defense of any legal action or proceeding that arises as a result of EisnerAmper LLP’s consent to We have filed with the inclusion of its audit report on the Company’s past financial statements included in this registration statement. This prospectus is part of SEC a registration statement on Form S-3 that we have filed under the Securities Act with the SEC relating respect to the shares of our securities being Common Stock offered herebyby this prospectus. This prospectus does not contain all prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information in pertaining to us and our securities, reference is made to our SEC filings and the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site athttp://xxx.xxx.xxx. The registration statement, its including all exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material amendments to the offering registration statement, has been filed electronically with the SEC. We are subject to the information and periodic reporting requirements of the securities hereby. Whenever a reference is made Exchange Act, and, in this prospectus to any of our contracts or other documentsaccordance with such requirements, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement in order to review a copy of the contract or documents. We will file annual, quarterly and current periodic reports, proxy statements statements, and other information with the SEC. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx that contains These periodic reports, proxy and information statements, and other information regarding issuerswill be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at xxx.xxxxxxxxxxxxxx.xxx, such where you may access these materials free of charge as ussoon as reasonably practicable after they are electronically filed with, that file electronically with or furnished to, the SEC. Additionally, you may access our filings with the SEC through our website at xxx.XXXXXxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the The information contained onin, or that can be accessed through, our website will is not be deemed to be incorporated by reference inpart of, and are is not considered part ofincorporated into, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference have included our website address in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making solely as an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that dateinactive textual reference.