Common use of INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Clause in Contracts

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated have been modified or superseded. This prospectus incorporates by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10documents listed below (File No. 001-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including 38134)and any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to of 1934, as amended, or the termination Exchange Act (in each case, other than those documents or the portions of this offering shall be those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including the information specifically incorporated by reference into the prospectus. Any Annual Report on Form 10-K from our definitive proxy statement for the 2020 Annual Meeting of Stockholders; • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020; • Current Reports on Form 8-K filed on January 7, 2020, February 18, 2020, March 19, 2020 and April 3, 2020, respectively, and Current Report on Form 8-K/A filed on February 26, 2020; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 26, 2017, including any document incorporated amendments or reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by reference herein will be deemed to be modified writing or superseded for purposes of this prospectus to telephoning us at the extent that a statement contained in this prospectus following address or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.telephone number:

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference in this prospectus supplement and the accompanying prospectus much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus, prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus supplement, the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent accompanying prospectus or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for have been modified or superseded. This prospectus supplement and the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated accompanying prospectus incorporate by reference into this prospectus); the documents listed below (File No. 001-38129) and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior of 1934 (in each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the securities offered hereby is terminated or completed. • Our Annual Report on Form 10-K for the year ended December 31, 2021; • The information included in our definitive proxy statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filed on April 27, 2021, to the termination extent incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2020; • Our Current Report on Form 8-K filed with the SEC on February 3, 2022; and • The description of our common stock contained in our Registration Statement on Form 8-A filed on June 23, 2017 as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2021, and including any amendments and reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $300,000,000. We will provide specific terms of any offering shall be in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference into in this prospectus before you purchase any of the prospectussecurities offered hereby. Any statement contained These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any document underwriters, dealers, or agents involved in the sale of our securities and their compensation will be described in the applicable prospectus supplement. Our common stock is traded on The Nasdaq Global Select Market under the symbol “MRSN.” On November 8, 2021, the closing price of our common stock was $9.61. Investing in our securities involves risks. See “Risk Factors” on page 3, and any applicable prospectus supplement, and under similar headings in the other documents that are incorporated by reference herein will be deemed into this prospectus. ABOUT THIS PROSPECTUS 1 RISK FACTORS 3 SUMMARY 2 USE OF PROCEEDS 5 FORWARD-LOOKING STATEMENTS 4 DESCRIPTION OF COMMON STOCK 8 PLAN OF DISTRIBUTION 6 DESCRIPTION OF WARRANTS 12 DESCRIPTION OF PREFERRED STOCK 11 WHERE YOU CAN FIND MORE INFORMATION 14 DESCRIPTION OF UNITS 13 LEGAL MATTERS 15 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 15 EXPERTS 15 You should rely only on the information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to be modified or superseded for purposes of give you information different from that contained in this prospectus prospectus. We are not making an offer to sell these securities in any jurisdiction where the extent that a statement offer is not permitted. The information contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except is accurate only as so modified or superseded, to constitute a part of the date on the front cover of this prospectus, regardless of when this prospectus is delivered or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since that date.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate documents listed below have been filed by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and Company under the information that we file later Exchange Act with the SEC will automatically update and supersede this information. We incorporate are incorporated by reference into this prospectus the following documentsprospectus: ● our • The Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 20212019; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent • The information specifically incorporated by reference into Part III of our the Company’s Annual Report on Form 10-K for the fiscal year ended December 3131,2019 from the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2020); ● our • The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 20212020; ● our • The Company’s Current Reports on Form 8-K filed with the SEC onJanuary 4on January 6, 20212020, January 19March 24, 20212020, January 26March 30, 20212020, February April 1, 20212020, February 3, 2021, March April 2, 2021, March 25, 20212020, April 2822, 20212020, May 12, 2021 and May 286, 2021 (provided that any portions 2020; and • The description of such reports that are deemed furnished and not filed pursuant to instructions to the common stock in the Company’s registration statement on Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, A filed with the Commission on March 2518, 20211994, including any amendment or report amendments and reports filed for the purpose of updating such description. All documents subsequently filed that we file (but not those that we furnish) with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offering of any securities covered by this offering prospectus and the accompanying prospectus supplement shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, the accompanying prospectus supplement and any previously filed documents. This means that important information about us appears or will appear in these documents and will be regarded as appearing in this prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to To the extent that information appearing in a document filed later is inconsistent with prior information, the later statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemedcontrol and the prior information, except as so modified or superseded, to constitute will no longer be a part of this prospectus. Copies of all documents which are incorporated by reference into this prospectus and the applicable prospectus supplement (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference) will be provided without charge to each person, including any beneficial owner of the securities offered by this prospectus, to whom this prospectus or the applicable prospectus supplement is delivered, upon written or oral request. Requests should be directed to our Secretary, 00 X. Xxxx Xxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 (telephone number: (000) 000-0000). You may also obtain copies of these filings, at no cost, by accessing our website at xxx.xxxxxxxxxxx.xxx; however, except as expressly stated herein, the information located on or accessible from, our website is not, and should not be deemed to be, part of this prospectus, any accompanying prospectus supplement or any free writing prospectus or incorporated by reference into any other filing that we submit to the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us This consent solicitation statement incorporates by reference the documents listed below that we have previously filed with the Securities and Exchange Commission and that are not included in or delivered with this document. They contain important information about our company and its financial condition. FILING PERIOD Annual Report on Form 10-K Year ended September 30, 1999 Quarterly Reports on Form 10-Q Quarter ended December 31, 2000 Quarter ended March 31, 2000 Current Report on Form 8-K Filed March 17, 2000 Pages two through eleven, "Election Filed December 10, 2000 of Directors", through Executive Compensation-Compensation Committee Interlocks and Insider Participation" and page sixteen, "Section 16(a) Beneficial Ownership Reporting Compliance," contained in our Proxy Statement dated December 10, 1999, relating to “our 2000 annual meeting of stockholders and incorporated into our Annual Report on Form 10-K We also incorporate by reference” the information reference additional documents that we may file with it, which means that we can disclose important information to you by referring you to those documentsthe SEC between the date of this consent solicitation statement and the date the proposed amendment becomes effective. The information that is incorporated by reference is considered to be part of this prospectusconsent solicitation statement, and the except for any information that we file later with is superseded by information that is included directly in this document. You can obtain any of the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent documents incorporated by reference into Part III in this document from us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit to this consent solicitation statement. You can obtain documents incorporated by reference in this consent solicitation statement by requesting them in writing or by telephone from us at the following address: Assistant to Corporate Counsel X.X. Xxxxxx, Inc. 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxx 00000 (000) 000-0000, ext. 1046 THE PROPOSED AMENDMENT We issued $150,000,000 aggregate principal amount of our Annual Report on Form 10-K for 1/2% senior notes on March 21, 2000. We seek the fiscal year ended December 31, 2020); ● proposed amendment in order to issue in the near future up to an additional $50,000,000 aggregate principal amount of our Quarterly Report on Form 10-Q 1/2% senior notes. The indenture currently limits the principal amount of these notes to $150,000,000. The proposed amendment would increase this limit by $50,000,000 if we are successful in issuing any additional notes. If we are not successful in issuing any additional notes and we so advise the trustee, the limit would remain at $150,000,000. If the limit is increased but we do not issue all of the additional notes, the indenture would permit us to issue the balance of the additional notes in the future. We would use the net proceeds of the issuance of any additional notes to pay down outstanding borrowings under our existing revolving credit facility, which will increase availability under our revolving credit facility, and for general corporate purposes. Any issuance of the quarter ended additional notes will comply with the debt incurrence tests contained in the indenture and would comprise part of the same series of securities as the outstanding 10-1/2% senior notes. CAPITALIZATION The following table sets forth our capitalization at March 31, 20212000, filed with as adjusted to reflect the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with issuance of an additional $50,000,000 aggregate principal amount of notes and the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, application of the estimated net proceeds of the issuance. As of March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 20202000 Actual Adjusted(1) ($ in thousands) ---------------------------- Homebuilding debt: Notes payable under revolving credit facility(2) $500,000 $450,880 Notes payable"other 8,617 8,617 8 3/8% senior notes due 2004, filed with net 148,348 148,348 10 1/2% senior notes due 2005, net 149,415 199,415 10% senior notes due 2006, net 147,338 147,338 8% senior notes due 2009, net 383,014 383,014 ------- ------- Total homebuilding debt 1,336,732 1,337,462 Notes payable under mortgage warehouse facility 76,800 76,800 ------ ------ Total debt 1,413,532 1,414,262 --------- --------- Stockholders' equity: Preferred stock, $.10 par value; 30,000,000 shares authorized, no shares issued -- -- Common stock, $.01 par value; 200,000,000 shares authorized, 64,396,305 shares, issued and outstanding 644 644 Additional capital 420,643 420,643 Retained earnings 477,737 477,737 Treasury stock (36,947) (36,947) -------- -------- Total stockholders' equity 862,077 862,077 ------- ------- Total capitalization $2,275,609 $2,276,239 ========== ========== ----------- (1) Adjusted to reflect the Commission on March 25, 2021, including any amendment or report filed for sale of $50,000,000 of additional notes and the purpose of updating such description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) application of the Exchange Act prior estimated net proceeds to the termination of this offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectusrepay debt under our revolving credit facility.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. This prospectus supplement is part of a registration statement on Form S-3 filed by us with the SEC. This prospectus supplement does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information about us and the securities offered by this prospectus supplement, we refer you to the registration statement and its exhibits and schedules which may be obtained as described herein. The SEC allows us to “incorporate by reference” the information we file with it, which into this prospectus supplement. This means that we can disclose important information about us and our financial condition to you by referring you to those documentsanother document filed separately with the SEC. The information that is incorporated by reference is considered to be part of this prospectus, and prospectus supplement. This prospectus supplement incorporates by reference the information documents listed below that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, have previously filed with the Commission onMarch 25, 2021; SEC: ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Our Annual Report on Form 10-K for the fiscal year ended December May 31, 2020)2023, as filed with the SEC on August 25, 2023; ● Our Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2023, as filed with the SEC on October 12, 2023, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31November 30, 20212023, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K as filed with the SEC onJanuary 4on January 16, 20212024, January 19and our Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 20212024, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, as filed with the SEC on April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be 2024; ● The information specifically incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31from our Definitive Proxy Statement on Schedule 14A, 2020, as filed with the Commission SEC on March 25September 27, 20212023; ● Our Current Reports on Form 8-K, including as filed with the SEC on July 26, 2023, August 28, 2023, September 19, 2023, December 11, 2023, and May 10, 2024; and ● The description of our Common Stock set forth in the Registration Statement on Form 8-A filed with the SEC on August 23, 2016 and any other amendment or report filed for the purpose of updating such description. All We also incorporate by reference into this prospectus all documents subsequently filed by us with the SEC under pursuant to Sections 13(a12(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this offering prospectus, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information). Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in this the applicable prospectus supplement or in any additional prospectus supplements other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such the statement. Any statement so modified or superseded will shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following address or telephone number: Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance investors are referred to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto. This prospectus provides a general description of the shares of common stock that we may offer. Each time we sell shares of our common stock, we will provide the specific terms of the offering in a prospectus supplement. Any prospectus supplement that we provide to you may add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference herein and therein, carefully before you invest in our common stock. Our common stock is traded on the Nasdaq Capital Market under the symbol “BMRA.” On September 22, 2023, the last reported sale price of our common stock was $1.05 per share. We may sell shares of our common stock 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 entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any shares of our common stock 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 shares and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. As of September 22, 2023, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $16,315,670, which was calculated based on 15,538,733 shares of outstanding common stock held by non-affiliates as of September 22, 2023, at a price per share of $1.05, the last reported sale price of our common stock on Nasdaq on September 22, 2023. In no event will we sell shares pursuant to this prospectus with a value of more than one-third of the aggregate market value of shares of our common stock held by non-affiliates in any 12-month period so long as the aggregate market value of shares of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we have sold an aggregate of approximately $8,203,128 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3. ABOUT THIS PROSPECTUS 1 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION 2 ABOUT THE COMPANY 3 RISK FACTORS 5 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 6 PLAN OF DISTRIBUTION 8 LEGAL MATTERS 10 EXPERTS 10 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 11 WHERE YOU CAN FIND MORE INFORMATION 12 i This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may sell shares of our common stock in one or more offerings up to a total aggregate offering price of $20,000,000. This prospectus provides you with a general description of our common stock that we may offer. All references to “Company,” “Biomerica,” “we,” “our,” or “us” refer solely to Biomerica, Inc. Each time we sell shares of our common stock, we will provide the specific terms of the offering in a prospectus supplement. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may add, update, or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus and any accompanying prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus, together with any accompanying prospectus supplement, includes all material information relating to an offering pursuant to this registration statement. You should read this prospectus, any applicable prospectus supplement, and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in our common stock. Neither we, nor any agent, underwriter, dealer, salesperson, or other person has authorized any person to give any information or to make any representations other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement, or any related free writing prospectus in connection with the offer made by this prospectus, any accompanying prospectus supplement or any related free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any accompanying prospectus supplement as if we had authorized it. This prospectus, any accompanying prospectus supplement or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus, any accompanying prospectus supplement or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement or any related free writing prospectus is correct on any date after their respective dates or that any information we have incorporated by reference is correct on any date after the date of the document incorporated by reference, even though this prospectus, any accompanying prospectus supplement or any related free writing prospectus may be delivered or securities may be sold on a later date. Investing in our securities involves a high degree of risk. You should carefully consider the section entitled “Risk Factors” in this prospectus, any accompanying prospectus supplement, and any related free writing prospectus before you invest in our securities. You should also carefully read the additional information described in the sections entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” before you invest in our securities.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated have been modified or superseded. This prospectus incorporates by reference into this prospectus); the documents listed below and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to (in each case, other than those documents or the termination portions of this offering shall be those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or completed: • our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 filed with the SEC on January 11, 2018, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our definitive proxy statement for the 2018 Annual Meeting of Stockholders; • our Quarterly Reports on Form 10-Q for the quarterly periods ended January 31, 2018 and April 30, 2018, filed with the SEC on March 8, 2018 and June 7, 2018, respectively; • our Current Reports on Form 8-K filed with the SEC on November 1, 2017, December 15, 2017, April 2, 2018, April 6, 2018, June 13, 2018 and June 20, 2018; and • the description of our common stock set forth in our registration statement on Form 8-A, filed with the SEC on June 6, 2000, including any amendments or reports filed for the purposes of updating this description. Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus. Any statement You may request a copy of any or all of these documents, which will be provided to you at no cost, by writing or telephoning us using the following contact information: You should rely only on the information contained in this prospectus, including information incorporated by reference as described above, any accompanying prospectus supplement or any “free writing prospectus” that we may authorize to be delivered to you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference herein will be deemed to be modified or superseded for purposes is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the extent that a statement contained securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or any additional prospectus supplements modifies solicitation relating to the securities if the person making the offer or supersedes solicitation is not qualified to do so, or if it is unlawful for you to receive such statement. Any statement so modified an offer or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectussolicitation.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “‘‘incorporate by reference” ’’ the information contained in documents that we file with it, which the SEC. That means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and the information that we later file later with the SEC will automatically update and supersede the information in this informationprospectus supplement and the accompanying prospectus. The incorporated documents contain significant information about us, our business and our finances. We incorporate by reference into this prospectus supplement and the following documentsaccompanying prospectus the documents listed below and any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information ‘‘furnished’’ to the SEC under Current Reports on Form 8-K, which is not deemed filed and not incorporated herein by reference), until we sell all the securities offered by this prospectus supplement: ● • our Annual Report on Form 10-K for the year ended December 31, 20202023, filed with the Commission onMarch 25SEC on February 28, 20212024; ● • the sections of our definitive Definitive Proxy Statement on Schedule 14A for filed with the 2021 Annual Meeting of StockholdersSEC on March 31, filedApril 7, 2021 (solely to the extent 2023 that were incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, 2022; • all reports filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by us with the SEC under Sections pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to after the date of this prospectus supplement and before the termination of this offering shall be (except for information furnished under Current Reports on Form 8-K which is not deemed or specifically stated to be ‘‘filed’’); and • the description of our common stock which is contained in our Registration Statement on Form 8-A filed with the SEC on February 28, 2012 under the Exchange Act, including any amendment or reports filed for the purpose of updating such description. To the extent that any information contained in any current report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference into this prospectus supplement and the accompanying prospectus. Any statement contained in We will provide without charge to each person, including any document beneficial owner, to whom this prospectus supplement and the accompanying prospectus is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless those exhibits are specifically incorporated by reference herein will into those documents. Requests should be deemed addressed to us at: The documents may also be modified accessed at our website at xxx.xxx.xxxx. The information on, or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will otherwise accessible through, our website does not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. We file annual and special reports and other information with the SEC. These filings contain important information which does not appear in this prospectus. The SEC allows us to “incorporate by reference” the information we file with itinto this prospectus, which means that we can disclose important information to you by referring you to those documentsother documents which we have filed or will file with the SEC. The information that is incorporated We are incorporating by reference is considered in this prospectus the documents listed below and all amendments or supplements we may file to be part of this prospectussuch documents, and the information that as well as any future filings we file later may make with the SEC will automatically update and supersede this information. We incorporate on Form 20-F under the Exchange Act before the time that all of the securities offered by reference into this prospectus have been sold or de-registered: • the following documents: ● description of our Ordinary Shares contained in our Registration Statement on Form 20-F filed with the SEC on December 26, 2012; • our Annual Report on Form 1020-K F for the fiscal year ended December 31, 2020, filed with the Commission onMarch 25SEC on March 18, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholdersand 22, filedApril 72021, and July 26, 2021 (solely in each case only to the extent incorporated by reference into Part III of our Annual Report provided in such Form 6-K). In addition, all subsequent annual reports on Form 1020-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, F filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed offering, and any reports on Form 6-K subsequently submitted to be the SEC or portions thereof that we specifically identify in such forms as being incorporated by reference into the prospectusregistration statement of which this prospectus forms a part, shall be considered to be incorporated into this prospectus by reference and shall be considered a part of this prospectus from the date of filing or submission of such documents. Any statement contained Certain statements in any and portions of this prospectus update and replace information in the above-listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference herein will be deemed to be modified or superseded for purposes in this prospectus may update and replace statements in and portions of this prospectus or the above-listed documents. We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to the extent that a statement such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to RedHill Biopharma Ltd., 00 Xx'xxxx'x Xxxxxx, Xxx Xxxx 0000000, Israel, Attn: Xxxx Xxx-Xxxxx, telephone number: +000 (0) 000-0000. You may also obtain information about us by visiting our website at xxx.xxxxxxxxxx.xxx. Information contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will our website is included as an inactive textual reference only and is not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The SEC maintains an Internet site, xxxx://xxx.xxx.xxx, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States. It may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of the procedure will also be governed by Israeli law. Subject to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that: • the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel; • the prevailing law of the foreign state in which the judgments were rendered allows the enforcement of judgments of Israeli courts (however, the Israeli courts may waive this requirement following a request by the attorney general); • adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence; • the judgments are not contrary to public policy, and the enforcement of the civil liabilities set forth in the judgment does not impair the security or sovereignty of the State of Israel; • the judgments were not obtained by fraud and do not conflict with any other valid judgment in the same matter between the same parties; • an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and • the obligations under the judgment are enforceable according to the laws of the State of Israel and according to the law of the foreign state in which the relief was granted. We have irrevocably appointed RedHill Biopharma Inc. as our agent to receive service of process in any action against us in any United States federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to We are “incorporate incorporating by reference” the information we file with it, which into this prospectus supplement. This means that we can disclose are disclosing important information to you by referring you to those documentsanother document that has been filed separately with the SEC. The information that is incorporated by reference is considered to be part of this prospectusprospectus supplement, and the information that we file later with the SEC will automatically update and supersede the information contained in documents filed earlier with the SEC or contained in this informationprospectus supplement. We incorporate by reference into in this prospectus supplement the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed documents listed below and any future filings made by us with the Commission onMarch 25SEC under Sections 13(a), 2021; ● our definitive Proxy Statement on Schedule 14A for 13(c), 14, and 15(d) of the 2021 Annual Meeting Exchange Act after the initial filing of Stockholders, filedApril 7, 2021 this prospectus supplement and prior to the termination or completion of the offering of securities under this prospectus supplement (solely except in each case the information contained in such documents to the extent incorporated by reference into Part III of our “furnished” and not “filed”): ● Our Annual Report on Form 10-K for the fiscal year ended December March 31, 2020); 2023, filed with the SEC on July 7, 2023; ● our Our Quarterly Report on Form 10-Q for the quarter ended March 31June 30, 20212023, filed with the Commission onMay 12SEC on August 10, 2021; 2023; ● our Our Current Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed), filed with the SEC onJanuary 4on May 8, 20212023, January 19July 7, 20212023, January July 7, 2023, and August 21, 2023; ● Our definitive proxy statement on Schedule 14A for our 2023 Annual Meeting of Stockholders filed with the SEC on July 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 2023; and May 28, 2021 (provided that any portions ● The description of such reports that are deemed furnished and not our common stock contained in our Registration Statement on Form 8-A filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● Section 12 of the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission Exchange Act on March 257, 20212006, including and any amendment amendments or report reports filed for the purpose of updating such the description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 Any statement contained in a document incorporated or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in this prospectus any other subsequently filed document which also is or any additional prospectus supplements is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.prospectus supplement. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement but not delivered with this prospectus supplement. Copies of the above documents (other than exhibits to such documents unless those exhibits have been specifically incorporated by reference in this prospectus supplement) may be obtained upon written or oral request, without charge to you, by contacting:

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. We file or furnish annual and current reports and other information with the SEC (File Number 001-36187). These filings and other submissions contain important information that does not appear in this prospectus. The SEC allows us to “incorporate by reference” the information we file with itin this prospectus, which means that we can disclose important information to you by referring you to those documents. The other documents that we have filed or furnished, or will file or furnish, with or to the SEC and such information that is incorporated by reference is then considered to be part of this prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into in this prospectus the following documentsdocuments listed below and all amendments or supplements to such documents that we may file or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act: ● • Our 2019 annual report; • The description of our Annual Report on ordinary shares contained in Form 108-K for the year ended December 31A, 2020File No. 001-36187, filed with the Commission onMarch 25SEC on December 29, 20212016, as amended by Exhibit 2.1 to our 2019 annual report; ● our definitive Proxy Statement and • Our Reports of Foreign Private Issuer on Schedule 14A for Form 6-K furnished to the 2021 Annual Meeting of StockholdersSEC on May 6, filedApril 72020, 2021 May 26, 2020 (relating solely to the extent incorporated by reference into Part III consolidated statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q financial position tables for the quarter ended March 31, 2021, filed with 2020 contained in the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 press release attached as exhibit 99.1 thereto) and May 28, 2021 (provided that any portions 2020. We furthermore incorporate by reference in this prospectus each of the following documents, which will be considered a part of this prospectus from the date of filing or furnishing of such reports that are deemed furnished and not filed pursuant to instructions to documents: • any Reports of Foreign Private Issuer on Form 86-K shall not be furnished to the SEC by us after the date of the registration statement of which this prospectus forms a part that we specifically identify in such reports as being incorporated by reference into this prospectus)in that registration statement; and ● the description of common stock set forth in Exhibit 4.11 to our • all subsequent Annual Report Reports on Form 1020-K for F filed after the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) effective date of the Exchange Act registration statement of which this prospectus forms a part and prior to the termination of this offering shall be deemed offering; and • any Reports of Foreign Private Issuer on Form 6-K subsequently furnished to be the SEC after the effective date of the registration statement of which this prospectus forms a part, or portions thereof, that we specifically identify in such reports as being incorporated by reference in that registration statement. Certain statements in and portions of this prospectus update and replace information in the above-listed, already-filed or furnished documents incorporated by reference. Likewise, statements in or portions of a future document listed above that is incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above-listed documents. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into the prospectussuch documents. Any statement Please direct your written or telephone requests to our headquarters, which are currently located at 00 Xxx Xxxxxxxxx Street, Park Rehovot, Rehovot P.O.B 0000, Xxxx Xxxxx, 7414002, Israel, Attn: VP Legal Affairs & Company Secretary, telephone number: +000-0-0000-000. Copies of these filings and submissions may also be accessed at our website, xxxxx://xxx.xxxxxxx.xxx/. Information contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will our website is not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We are incorporated under the laws of the State of Israel. Service of process upon us and upon certain of our directors and officers and the Israeli experts named in this prospectus whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because a significant portion of our assets and substantially all of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may be difficult to collect within the United States. It may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws based on the reasoning that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. Subject to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that: • the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel; • the prevailing law of the foreign state in which the judgments were rendered allows the enforcement of judgments of Israeli courts (however, the Israeli courts may waive this requirement following a request by the attorney general); • adequate service of process has been affected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence; • the judgments are not contrary to public policy, and the enforcement of the civil liabilities set forth in the judgments does not impair the security or sovereignty of the State of Israel; • the judgments were not obtained by fraud and do not conflict with any other valid judgment in the same matter between the same parties; • an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and • the obligations under the judgment are enforceable according to the laws of the State of Israel and according to the law of the foreign state in which the relief was granted. We have irrevocably appointed Xxxxxxx & Associates as our agent to receive service of process in any action against us in any United States federal or state court arising out of any offering, or any purchase or sale of securities in connection with any offering, under this prospectus. If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. Under existing Israeli law, a foreign judgment payable in foreign currency may be paid in Israeli currency at the rate of exchange in force on the date of the payment. Current Israeli exchange control regulations also permit a judgment debt or to make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index, plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference into this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus, prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus are continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus supplement, the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent accompanying prospectus or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for have been modified or superseded. This prospectus supplement and the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated accompanying prospectus incorporate by reference into this prospectus); the documents listed below (File No. 001-38134) and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to (in each case, other than those documents or the termination portions of this offering shall be those documents not deemed to be filed), until the offering of the securities under the registration statement is terminated or completed. • Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our definitive proxy statement for the 2022 Annual Meeting of Stockholders; • Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022 and June 30, 2022; • Current Reports on Form 8-K filed on February 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), February 15, 2022, March 7, 2022, March 23, 2022, May 5, 2022, May 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), June 14, 2022, August 8, 2022 (with respect to Item 1.01 and the portions of Item 9.01 described therein only), September 6, 2022, September 7, 2022 and September 26, 2022 and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 26, 2017, as amended by the description of our Class A common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2021 and including any other amendment or reports filed for the purpose of updating such descriptions. You may request a copy of these documents at no cost, by writing or calling us at the following address or phone number: We may offer and sell securities from time to time in one or more offerings of up to $75,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. Any statement The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any document applicable prospectus supplement before you invest. We may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. Investing in these securities involves certain risks. See “Risk Factors” on page 6 of this prospectus, included in any accompanying prospectus supplement and in the documents incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statementfor a discussion of the factors you should carefully consider before deciding to purchase these securities. Any statement so modified or superseded will not be deemedABOUT THIS PROSPECTUS 1 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2 WHERE YOU CAN FIND MORE INFORMATION 2 BLUE APRON HOLDINGS, except as so modified or superseded, to constitute a part of this prospectus.INC. 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 7 RISK FACTORS 6 DESCRIPTION OF CAPITAL STOCK 17 DESCRIPTION OF DEBT SECURITIES 8 FORMS OF SECURITIES 26 DESCRIPTION OF WARRANTS 25 LEGAL MATTERS 30 PLAN OF DISTRIBUTION 28

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” the information contained in documents that we file with it, which the SEC. That means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and the information that we later file later with the SEC will automatically update and supersede the information in this informationprospectus supplement and the accompanying prospectus. The incorporated documents contain significant information about us, our business and our finances. We incorporate by reference into this prospectus supplement and the following documentsaccompanying prospectus the documents listed below and any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information “furnished” to the SEC under Current Reports on Form 8-K, which is not deemed filed and not incorporated herein by reference), until we sell all the securities offered by this prospectus supplement: ● • our Annual Report on Form 10-K for the year ended December 31, 20202022, filed with the Commission onMarch 25SEC on February 28, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 2023 (solely to the extent including information specifically incorporated by reference into Part III of our such Annual Report on Form 10-K for from our Definitive Proxy Statement on Schedule 14A filed with the fiscal year ended December SEC on March 31, 20202023); ● • our Quarterly Report on Form 10-Q for the quarter three-months ended March 31, 20212023, filed with the Commission onMay 12SEC on May 9, 20212023; ● • our Current Reports on Form 8-K filed with the SEC onJanuary on January 10, 2023, January 11, 2023, January 13, 2023 and April 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 2023 (provided that other than any portions of information in such reports that are deemed furnished and was “furnished” but not “filed”); • all reports filed by us with the SEC pursuant to instructions to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the termination of this offering (except for information furnished under Current Reports on Form 8-K shall which is not deemed or specifically stated to be “filed”); and • the description of our common stock which is contained in our Registration Statement on Form 8-A filed with the SEC on February 28, 2012 under the Exchange Act, including any amendment or reports filed for the purpose of updating such description. To the extent that any information contained in any current report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference into this prospectus supplement and the accompanying prospectus. We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying prospectus is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless those exhibits are specifically incorporated by reference into those documents. Requests should be addressed to us at: UMH Properties, Inc. Attention: Stockholder Relations 0000 Xxxxx 0, Xxxxx 0X Xxxxxxx Xxxxxxxx Xxxxx Freehold, New Jersey 00000 (000) 000-0000 The documents may also be accessed at our website at xxx.xxx.xxxx. The information on, or otherwise accessible through, our website does not constitute a part of this prospectus supplement or the accompanying prospectus. We may use this prospectus to offer and sell our common stock, $0.10 par value per share (“Common Stock”); , preferred stock (“Preferred Stock”), warrants to purchase shares of our Common Stock, Preferred Stock or other securities or rights, or debt securities from time to time. The securities may be offered, separately or together, in separate classes or series, in amounts, at prices and ● on terms to be determined at the description time of common stock the offering and set forth in Exhibit 4.11 one or more supplements to this prospectus. Our Common Stock and 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share (“Series D Preferred Stock”), are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbols “UMH” and “UMH.PRD,” respectively. Our Common Stock is also traded on the Tel Aviv Stock Exchange (the “TASE”). We will provide the specific terms and conditions of these securities in supplements to this prospectus in connection with each offering. Such specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities, in each case as may be appropriate to preserve our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. See “Description of Capital Stock —Restrictions on Ownership and Transfer.” Please read this prospectus and the applicable prospectus supplement carefully before you invest. We may offer the securities directly, through agents designated by us from time to time, or to or through underwriters or dealers. If any agents, underwriters or dealers are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth or will be calculable from the information set forth in the applicable prospectus supplement. An investment in our securities involves risks. See “Risk Factors” beginning on page 3 of this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 20202022 for a discussion of risk factors that you should consider in connection with an investment in our securities. ABOUT THIS PROSPECTUS 1 RISK FACTORS 3 UMH PROPERTIES, INC. 1 USE OF PROCEEDS 5 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 4 DESCRIPTION OF WARRANTS 12 DESCRIPTION OF CAPITAL STOCK 6 CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS 19 DESCRIPTION OF DEBT SECURITIES 13 LEGAL MATTERS 39 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 23 WHERE YOU CAN FIND MORE INFORMATION 39 EXPERTS 39 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 40 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission on March 25(the “SEC”) using a “shelf” registration process. Under this process, 2021we may from time to time sell in one or more offerings any of the securities described in this prospectus, including or any amendment combination thereof. Unless otherwise indicated or report filed for the purpose of updating such descriptioncontext requires otherwise, in this prospectus, references to “the company,” “our company,” “we,” “us” and “our” mean UMH Properties, Inc. and its consolidated subsidiaries. All documents subsequently filed In this prospectus, we refer collectively to our Common Stock and Preferred Stock as our “capital stock” and our capital stock and debt securities as “securities.” You should read this prospectus and any applicable prospectus supplement together with the SEC additional information described under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of heading “Where You Can Find More Information” in this offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified The prospectus supplement may add to, update or superseded for purposes of this prospectus to change the extent that a statement information contained in this prospectus. The registration statement that contains this prospectus or any and the exhibits to that registration statement contain additional prospectus supplements modifies or supersedes such important information about us and the securities offered under this prospectus. Specifically, we have filed certain legal documents that control the terms of the securities as exhibits to the registration statement. Any We may file certain other legal documents that control the terms of the securities as exhibits to reports we file with the SEC. That registration statement so modified and the other reports can be read at the SEC’s website or superseded will at the SEC offices mentioned under the heading “Where You Can Find More Information,” or can be obtained by writing or telephoning us at the following address and telephone number: UMH Properties, Inc. is a Maryland corporation operating as a qualified real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code (the “Code”). Our primary business is the ownership and operation of manufactured home communities – leasing manufactured home sites to private manufactured home owners. We also lease manufactured homes to residents, and through our wholly-owned taxable REIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), sell and finance the sale of manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land. We own and operate 135 manufactured home communities containing approximately 25,700 developed home sites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan Maryland, Alabama, South Carolina and Georgia. We also have an ownership interest in and operate two communities in Florida through a joint venture with Nuveen Real Estate. During the year ended December 31, 2022, we purchased seven communities located in Alabama, Michigan, New Jersey, Ohio, Pennsylvania and South Carolina, for an aggregate purchase price of $86.2 million. These acquisitions added approximately 1,486 developed homesites to our portfolio. Since January 1, 2023, we have acquired one additional community, located in Georgia and containing 118 developed homesites, through our qualified opportunity zone fund formed in 2022, in which we hold a 77% percentage interest. The Company also operates two communities in Florida owned by the Company’s joint venture with Nuveen that was formed in December 2021. A manufactured home community is designed to accommodate detached, single-family manufactured homes. These manufactured homes are produced off-site by manufacturers and installed on sites within the communities. These homes may be improved with the addition of features constructed on-site, including garages, screened rooms and carports. Manufactured homes are available in a variety of designs and floor plans, offering many amenities and custom options. Each owner of a manufactured home leases the site on which the home is located from us. We own the underlying land, utility connections, streets, lighting, driveways, common area amenities and other capital improvements and are responsible for enforcement of community guidelines and maintenance. Manufactured homes are accepted by the public as a viable and economically attractive alternative to conventional site-built single-family housing. The affordability of the modern manufactured home makes it a very attractive housing alternative. Depending on the region of the country, prices per square foot for a new manufactured home average up to 50 percent less than a comparable site-built home, excluding the cost of land. This is due to a number of factors, including volume purchase discounts,inventory control of construction materials and control of all aspects of the construction process, which is generally a more efficient and streamlined process as compared to a site-built home. Modern residential land lease communities are similar to typical residential subdivisions containing central entrances, paved well-lit streets, curbs and gutters. Generally, modern manufactured home communities contain buildings for recreation, green areas, and other common area facilities, all of which are the property of the community owner. In addition to such general improvements, certain manufactured home communities include recreational improvements such as swimming pools, tennis courts and playgrounds. Municipal water and sewer services are available to some manufactured home communities, while other communities supply these facilities on- site. Typically, our leases are on an annual or month-to month basis, renewable upon the consent of both parties. The community manager interviews prospective residents, collects rent and finance payments, ensures compliance with community regulations, maintains common areas and community facilities and is responsible for the overall appearance of the community. The homeowner is responsible for the maintenance of the home and leased site. As a result, our capital expenditures tend to be less significant relative to multi-family rental apartments. Manufactured home communities produce predictable income streams and provide protection from inflation due to the ability to annually increase rents. Many of our communities compete with other manufactured home community properties located in the same or nearby markets that are owned and operated by other companies in our business. We generally monitor the rental rates and other terms being offered by our competitors and consider this information as a factor in determining our own rental rates. In addition to competing with other manufactured home community properties, our communities also compete with alternative forms of housing (such as apartments and single-family homes). In connection with the operation of our communities, we also lease homes to prospective tenants. As of December 31, 2022, we owned approximately 9,300 rental homes, representing approximately 36% of our developed homesites. We engage in the rental of manufactured homes primarily in areas where the communities have existing vacancies. The rental homes produce income from both the home and the site which might otherwise be non-income producing. We own 2,100 acres of vacant land that can be developed into 8,400 sites. Inherent in the operation of a manufactured home community is the development, redevelopment, and expansion of our communities. We lease manufactured homes to residents and, through our wholly-owned taxable REIT subsidiary, S&F, sell and finance, through a third party lending program, manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land. The home sales business is operated as it is with traditional homebuilders, with sales centers, model homes, an inventory of completed homes and the ability to supply custom design homes based upon the requirements of the customers. In addition to our manufactured home communities, we also own a portfolio of investment securities, consisting of marketable equity securities issued by other REITs. This portfolio represents 2.2% of our undepreciated assets. We do not be deemedintend to increase our investments in this REIT securities portfolio. These liquid real estate holdings provide diversification, except additional liquidity and income, and serve as so modified or supersededa proxy for real estate when more favorable risk adjusted returns are not available. Our executive offices are located at Xxxxxxx Xxxxxxxx Xxxxx, to constitute Xxxxx 0-X, 0000 Xxxxx 0 Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and our telephone number is (000) 000-0000. We currently have approximately 460 employees. Our Common Stock and Series D Preferred Stock are listed on the NYSE. Our Common Stock is also listed on the TASE. Our website is located at xxx.xxx.xxxx. Information contained on our website is not a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference into this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus, prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus are continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus supplement, the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent accompanying prospectus or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for have been modified or superseded. This prospectus supplement and the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated accompanying prospectus incorporate by reference into this prospectus); the documents listed below (File No. 001-38134) and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to (in each case, other than those documents or the termination portions of this offering shall be those documents not deemed to be filed), until the offering of the securities under the registration statement is terminated or completed. • Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our definitive proxy statement for the 2022 Annual Meeting of Stockholders; ​ • Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022 and June 30, 2022; ​ • Current Reports on Form 8-K filed on February 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), February 15, 2022, March 7, 2022, March 23, 2022, May 5, 2022, May 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), June 14, 2022, August 8, 2022 (with respect to Item 1.01 and the portions of Item 9.01 described therein only), September 6, 2022, September 7, 2022 and September 26, 2022 and ​ • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 26, 2017, as amended by the description of our Class A common stock contained in ​ TABLE OF CONTENTS Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2021 and including any other amendment or reports filed for the purpose of updating such descriptions. You may request a copy of these documents at no cost, by writing or calling us at the following address or phone number: Blue Apron Holdings, Inc. Attn: General Counsel 20 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 TABLE OF CONTENTS Debt Securities Class A Common Stock Preferred Stock Warrants We may offer and sell securities from time to time in one or more offerings of up to $75,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. Any statement The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any document applicable prospectus supplement before you invest. We may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. Our Class A common stock is listed on The New York Stock Exchange under the symbol “APRN”. Investing in these securities involves certain risks. See “Risk Factors” on page 6 of this prospectus, included in any accompanying prospectus supplement and in the documents incorporated by reference herein will be deemed to be modified or superseded for purposes of in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities. TABLE OF CONTENTS​ ​ ABOUT THIS PROSPECTUS ​ ​ ​ ​ 1 ​ ​ ​ WHERE YOU CAN FIND MORE INFORMATION ​ ​ ​ ​ 2 ​ ​ ​ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ​ ​ ​ ​ 2 ​ ​ ​ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ​ ​ ​ ​ 3 ​ ​ ​ BLUE APRON HOLDINGS, INC. ​ ​ ​ ​ 5 ​ ​ ​ RISK FACTORS ​ ​ ​ ​ 6 ​ ​ ​ USE OF PROCEEDS ​ ​ ​ ​ 7 ​ ​ ​ DESCRIPTION OF DEBT SECURITIES ​ ​ ​ ​ 8 ​ ​ ​ DESCRIPTION OF CAPITAL STOCK ​ ​ ​ ​ 17 ​ ​ ​ DESCRIPTION OF WARRANTS ​ ​ ​ ​ 25 ​ ​ ​ FORMS OF SECURITIES ​ ​ ​ ​ 26 ​ ​ ​ PLAN OF DISTRIBUTION ​ ​ ​ ​ 28 ​ ​ ​ LEGAL MATTERS ​ ​ ​ ​ 30 ​ ​ ​ EXPERTS ​ ​ ​ ​ 30 ​ ​ TABLE OF CONTENTS​ This prospectus is part of a registration statement that we filed with the extent Securities and Exchange Commission, which we refer to as the “SEC,” utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings for an aggregate initial offering price of up to $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that a statement will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus or in any additional documents that we have incorporated by reference into this prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemedand, except as so modified or supersededaccordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 2 of this prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Blue Apron Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. TABLE OF CONTENTS​​ We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at wxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at wxx.xxxxxxxxx.xxx. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus. This prospectus is part of a registration statement we filed with the SEC. This prospectus 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 about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC Securities and Exchange Commission allows us to “incorporate by reference” the information we and BioMed file with itthe Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be an important part of this prospectusOffer to Purchase. The incorporated documents contain significant information about us, our business and the information that we file later with the SEC will automatically update and supersede this informationour finances. We incorporate by reference into this prospectus the following documentsdocuments BioMed filed with the Securities and Exchange Commission: ● our • BioMed’s Annual Report on Form 10-K for the year ended December 31, 20202008, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our • BioMed’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20212009, • BioMed’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, • BioMed’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, • BioMed’s Current Report on Form 8-K filed with the Securities and Exchange Commission onMay on January 2, 2009, • BioMed’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2009, • BioMed’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2021; ● our 2009, • BioMed’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2009, • BioMed’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2009, and • BioMed’s Current Reports on Form 8-K filed with the SEC onJanuary Securities and Exchange Commission on September 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided 2009. To the extent that any portions of such reports that are deemed furnished and not filed pursuant to instructions to information contained in any current report on Form 8-K shall K, or any exhibit thereto, was furnished to, rather than filed with, the Securities and Exchange Commission, such information or exhibit is specifically not be incorporated by reference in this Offer to Purchase. We will provide without charge to each person, including any beneficial owner, to whom an Offer to Purchase is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this Offer to Purchase, other than exhibits to those documents unless those exhibits are specifically incorporated by reference into this prospectus); those documents. A written request should be addressed to BioMed Realty Trust, Inc., 00000 Xxxxxxxx Xxxxxx Drive, San Diego, California 92128, Attention: Secretary. The Letter of Transmittal, the Notes, and ● any other required documents should be sent or delivered by each Holder or such Xxxxxx’s broker, dealer, commercial bank, trust company or other nominee to the description of common stock Depositary at its address set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such descriptionbelow. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) To confirm delivery of the Exchange Act prior Notes, Holders are directed to contact the Depositary. Any questions or requests for assistance may be directed to the termination Information Agent or the Dealer Manager at the respective telephone numbers and addresses set forth below. Requests for additional copies of this offering shall the Offer to Purchase, the Letter of Transmittal or related documents may be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus directed to the extent that a statement contained in this prospectus Information Agent at its telephone numbers or any additional prospectus supplements modifies address set forth below. You may also contact your broker, dealer, commercial bank, trust company or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectusother nominee for assistance concerning the Offer.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows permits us to “incorporate by reference” the information and reports we file with it, which . This means that we can disclose important information to you by referring you to those documentsanother document. The information that is incorporated we incorporate by reference is considered to be part of this prospectus, and the later information that we file later with the SEC will automatically update updates and supersede supersedes this information. We incorporate by reference into the documents listed below, except to the extent information in those documents is different from the information contained in this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31prospectus, 2020, and all future documents filed with the Commission onMarch 25SEC under Sections 13(a), 2021; ● our definitive Proxy Statement on Schedule 14A for 13(c), 14, or 15(d) of the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 Exchange Act (solely other than the portions thereof deemed to be furnished to the extent incorporated by reference into Part III SEC) until we terminate the offering of our these securities: ● The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020)2021, which was filed onFebruary 24, 2022, including portions of the Company’s Proxy Statement on Schedule 14A, filed on April 25, 2022, to the extent incorporated by reference into such Annual Report on Form 10-K; ● our The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20212022, which was filed with the Commission onMay 12onApril 28, 20212022; ● our The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, which was filed onJuly 21, 2022; ● The Company’s Current Reports on Form 8-K filed with the SEC onJanuary 421, 20212022, January 19March 30, 20212022, January 26June 13, 20212022, February July 28, 2022, August 1, 20212022, February 3August 5, 20212022 and October 6, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 2022 (provided that in each case excluding any portions of such reports that are deemed information furnished and not filed pursuant to instructions to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K shall not be incorporated by reference into this prospectusunless otherwise indicated therein); and ● the The description of our common stock set forth in Exhibit 4.11 to our Annual Report on Form 108-K for the year ended December 31A12B, 2020which was filed onJuly 24, filed with the Commission on March 252015, 2021, including and any amendment amendments or report reports filed for the purpose of updating such this description. All documents subsequently filed To the extent that any statement in this prospectus is inconsistent with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be any statement that is incorporated by reference into and that was made on or before the prospectus. Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes date of this prospectus to prospectus, the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes shall supersede such incorporated statement. Any The incorporated statement so modified or superseded will shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.prospectus or the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, we refer you to the copy of each contract or document filed as an exhibit to our various filings made with the SEC. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Aqua Metals, Inc. Attn: Investor Relations 0000 Xxxxxxx Xxxx, Xxxxx 000,

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated have been modified or superseded. This prospectus incorporates by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10documents listed below (File No. 001-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including 38134)and any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to of 1934, as amended, or the termination Exchange Act (in each case, other than those documents or the portions of this offering shall be those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including the information specifically incorporated by reference into the prospectus. Any Annual Report on Form 10-K from our definitive proxy statement for the 2020 Annual Meeting of Stockholders; ​ • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020; ​ • Current Reports on Form 8-K filed on January 7, 2020, February 18, 2020, March 19, 2020 and April 3, 2020, respectively, and Current Report on Form 8-K/A filed on February 26, 2020; and ​ • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 26, 2017, including any document amendments or reports filed for the purpose of updating such description. ​ You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number: Blue Apron Holdings, Inc. Attn: General Counsel 20 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 TABLE OF CONTENTS​ This prospectus and the documents incorporated by reference herein will be deemed to be modified contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or superseded for purposes the Securities Act, and Section 21E of the Exchange Act. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus and the information incorporated by reference in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and we do not assume any obligation to update any forward-looking statements except as required by applicable law. Forward-looking statements are subject to a number of risks, uncertainties and assumptions in other documents we file from time to time with the extent SEC, specifically our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include: • our expectations regarding our expenses and revenue, our ability to maintain and grow adjusted EBITDA and to achieve profitability, the sufficiency of our cash resources, our needs for additional financing, our ability to effectively manage expenses and cash flows, and our ability to remain in compliance with financial and other covenants under our indebtedness; ​ • our ability, including the timing and extent, to obtain additional financing and sufficiently manage costs and to fund investments in our operations in amounts necessary to support the execution of our growth strategy; ​ • our ability, including the timing and extent, to successfully execute our growth strategy, cost-effectively attract new customers and retain existing customers, and to expand our direct-to-consumer product offerings; ​ • our ability to sustain the recent increase in demand resulting from the COVID-19 (coronavirus) pandemic and to retain new customers; ​ • the potential adverse impact of the COVID-19 pandemic on our operations and results, including as a statement contained result of the loss of adequate labor, any prolonged closures, or series of temporary closures, of one or more fulfillment centers, supply chain or carrier interruptions or delays, or changes in this prospectus consumer behaviors, both when stay-at-home and restaurant restriction orders are lifted and/or as a result of the COVID-19 pandemic’s impact on financial markets and economic conditions; ​ • our ability to identify, consummate and realize the anticipated benefits of strategic alternatives and the structure, terms and specific risks and uncertainties associated with any such potential strategic alternatives; ​ • our expectations regarding the benefits and expected costs and charges associated with our plan to close our Arlington, Texas fulfillment center, together with any potential disruption to our workforce and operations associated with such closure and related transfer of production volume to our Linden, New Jersey and Richmond, California fulfillment centers; ​ • our ability to maintain and grow the value of our brand and reputation; ​ • our expectations regarding, and the stability of, our supply chain, including potential shortages or any additional prospectus supplements modifies interruptions in the supply or supersedes such statement. Any statement so delivery of ingredients, as a result of COVID-19 or otherwise; ​ TABLE OF CONTENTS • our ability to maintain food safety and prevent food-borne illness incidents; ​ • changes in consumer tastes and preferences or in consumer spending; ​ • our ability to effectively compete; ​ • our ability to attract and retain qualified employees and key personnel; ​ • our ability to comply with modified or superseded will new laws and regulations applying to our business; ​ • our vulnerability to adverse weather conditions, natural disasters and pandemics; and ​ • our ability to obtain and maintain intellectual property protection. ​ TABLE OF CONTENTS​ Blue Apron creates incredible experiences. Founded in 2012, we are building a consumer lifestyle brand that symbolizes the emotional human connections that are formed through the cooking experiences we create. Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design and send along with fresh, seasonally inspired ingredients directly to our customers. We also sell wine, which can be paired with our meals, and we sell a curated selection of cooking tools, utensils, pantry items, and add-on products for different culinary occasions, which are tested and recommended by our culinary team. Our customers span ages, geographies, income brackets, and levels of culinary expertise. They include recent college graduates, young couples, families, singles, and empty nesters. Our passionate community of home cooks tell us, through emails, phone calls, and social media, how much Blue Apron has changed their lives. Central to our operations, we have developed an integrated ecosystem that employs technology and expertise across many disciplines. Our supply-demand coordination activities — demand planning, recipe creation, recipe merchandising, fulfillment operations, and marketing — drive our end-to-end value chain. Our principal executive offices are located at 20 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and our telephone number at that address is (000) 000-0000. Our website address is wxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not be deemed, except as so modified or superseded, to constitute a part of this prospectus.. We have included our website address in this prospectus solely as an inactive textual reference. TABLE OF CONTENTS​ Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described in this prospectus and any accompanying prospectus supplement, including the risk factors set forth in our filings we make with the SEC from time to time, that are incorporated by reference herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report for the quarter ended March 31, 2020 before making an investment decision pursuant to this prospectus and any accompanying prospectus supplement relating to a specific offering. Our business, financial condition and results of operations could be materially and adversely affected by any or all of these risks or by additional risks and uncertainties not presently known to us or that we currently deem immaterial that may adversely affect us in the future. TABLE OF CONTENTS​ We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds. TABLE OF CONTENTS​

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows permits us to “incorporate by reference” the information and reports we file with it, which . This means that we can disclose important information to you by referring you to those documentsanother document. The information that is incorporated we incorporate by reference is considered to be part of this prospectusprospectus supplement, and the later information that we file later with the SEC will automatically update updates and supersede supersedes this information. We incorporate by reference into the documents listed below, except to the extent information in those documents is different from the information contained in this prospectus supplement, and all future documents filed with the following documentsSEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until we terminate the offering of these securities: ● our Our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, which was filed onSeptember 13, 2019; ● Our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2019, December 31, 2019 and March 31, 2020, which were filed with the Commission onMarch 25on November 7, 20212019, January 31, 2020 and May 1, 2020, respectively; ● our definitive Proxy Statement Our Current Reports on Schedule 14A for the 2021 Annual Meeting of StockholdersForm 8-K filed onOctober 29, filedApril 72019, 2021 (solely to the extent November 6, 2019, December 16, 2019, April 21, 2020 and May 8, 2020; ● The information specifically incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31June 30, 20202019 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12SEC on September 24, 20212019; ● The description of our Current Reports on Form common stock contained in our Registration Statement onForm 8-K A (File No. 001-38029) filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 2510, 20212017, including any amendment or report filed for the purpose of updating such description. ; and ● All documents subsequently filed we file with the SEC under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination of this offering made by way of this prospectus supplement. To the extent that any statement in this prospectus supplement is inconsistent with any statement that is incorporated by reference and that was made on or before the date of this prospectus supplement, the statement in this prospectus supplement shall supersede such incorporated statement. The incorporated statement shall not be deemed, except as modified or superseded, to constitute a part of this prospectus supplement or the registration statement. Statements contained in this prospectus supplement as to the contents of any contract or other document are not necessarily complete and, in each instance, we refer you to the copy of each contract or document filed as an exhibit to our various filings made with the SEC. We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct any requests for documents to: Copies of the above reports may also be accessed from our website at xx.xxxxxxxx.xxx/xxx-xxxxxxx. We have not incorporated by reference into this prospectus supplement the information on our website and it is not a part of this document. We have authorized no one to provide you with any information that differs from that contained in this prospectus supplement. Accordingly, you should not rely on any information that is not contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of the front cover of this prospectus supplement. Any statement contained in a document incorporated or deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein this prospectus supplement will be deemed to be modified modified, superseded or superseded replaced for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement modifies, supersedes or any additional prospectus supplements modifies or supersedes replaces such statement. Any We have filed with the SEC a registration statement so modified or superseded will under the Securities Act (SEC File No. 333-238130) that registers the securities offered hereby. The registration statement, including the exhibits and schedules attached thereto and the information incorporated by reference therein, contains additional relevant information about the securities and our Company, which we are allowed to omit from this prospectus supplement pursuant to the rules and regulations of the SEC. In addition, we are subject to the informational requirements of the Securities Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available on the SEC’s website at xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available free of charge on our website at xx.xxxxxxxx.xxx/xxx-xxxxxxx. We have not be deemed, except as so modified or superseded, to constitute incorporated by reference into this prospectus supplement the information on our website and it is not a part of this document. This prospectus relates to common stock, preferred stock, debt securities, warrants, rights and units that Akoustis Technologies, Inc. may sell from time to time in one or more offerings on terms to be determined at the time of sale. Our subsidiary, Akoustis, Inc., may guarantee any debt securities offered by this prospectus, if and to the extent identified in the related prospectus supplement. We refer to the common stock, preferred stock, debt securities and any related guarantees, warrants, rights and units collectively as the “securities.” We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement for those securities. These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement. Our common stock trades on the Nasdaq Capital Market under the symbol “AKTS.” On May 14, 2020, the last reported sale price for our common stock was $7.61 per share. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 1 THE COMPANY 2 RISK FACTORS 2 USE OF PROCEEDS 2 DESCRIPTION OF COMMON STOCK WE MAY OFFER 2 DESCRIPTION OF PREFERRED STOCK WE MAY OFFER 3 DESCRIPTION OF DEBT SECURITIES AND GUARANTEES WE MAY OFFER 6 DESCRIPTION OF WARRANTS WE MAY OFFER 15 DESCRIPTION OF UNITS WE MAY OFFER 16 DESCRIPTION OF RIGHTS WE MAY OFFER 17 CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS 18 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 21 EXPERTS 21 WHERE YOU CAN FIND MORE INFORMATION 21 INCORPORATION BY REFERENCE 21 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf process, we may from time to time sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration process, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered. That prospectus supplement may include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the headings “Where You Can Find More Information” and “Incorporation by Reference.” When acquiring any securities discussed in this prospectus, you should rely on the information provided in this prospectus and the prospectus supplement, including the information incorporated by reference. Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the securities in any state where such an offer is prohibited. You should not assume that the information in this prospectus, any prospectus supplement, or any document incorporated by reference, is truthful or complete at any date other than the date mentioned on the cover page of those documents. You should also carefully review the section entitled “Risk Factors”, which highlights certain risks associated with an investment in our securities, to determine whether an investment in our securities is appropriate for you. Unless otherwise stated or the context requires otherwise, references to “Akoustis”, the “Company,” “we,” “us” or “our” are to Akoustis Technologies, Inc and its wholly owned consolidated subsidiary, Akoustis, Inc., each a Delaware corporation. Certain information set forth in this prospectus or incorporated by reference in this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the “safe harbor"” created by those sections. Forward-looking statements include information concerning our possible future results of operations, business strategies, competitive position, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “forecasts,” “may” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in the “Risk Factors” section and elsewhere in this prospectus. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward- looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” the information contained in documents that we file with it, which the SEC. That means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and the information that we later file later with the SEC will automatically update and supersede the information in this informationprospectus. We incorporate by reference into this prospectus the following documents: ● documents listed below and any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information “furnished” to the SEC under Current Reports on Form 8-K, which is not deemed filed and not incorporated herein by reference), until we sell all the securities offered by this prospectus. • Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023 (including the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● 2022 from our definitive Proxy Statement on Schedule 14A for 14A, filed with the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Annual Report SEC on Form 10-K for the fiscal year ended December March 31, 20202023); ● our • Our Quarterly Report on Form 10-Q for the quarter three-months ended March 31, 20212023, filed with the Commission onMay 12SEC on May 9, 20212023; ● • our Current Reports on Form 8-K filed with the SEC onJanuary on January 10, 2023, January 11, 2023, January 13, 2023 and April 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that 2023(other than any portions of information in such reports that are deemed furnished and was “furnished” but not “filed”); • All other reports filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed with the SEC under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to after the termination date of the initial filing of the registration statement of which this offering shall be prospectus is a part, except for reports and information furnished under Current Reports on Form 8-K, which is not deemed to be filed and not incorporated herein by reference; • The description of our Series D Preferred Stock included or incorporated by reference into in our Registration Statement on Form 8-A, filed with the prospectus. Any statement SEC on January 22, 2018; and • The description of our Common Stock which is contained in a registration statement filed under the Exchange Act, including any document amendment or reports filed for the purpose of updating such description. You may request a free copy of these filings (other than exhibits, unless they are specifically incorporated by reference herein will be deemed in the documents) by writing or telephoning us at the following address and telephone number: Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be modified or superseded for purposes of this prospectus Carried Forward Newly Registered Securities Fees to the extent that a statement contained in this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemedbePaid Carry Forward Securities Common Stock, except as so modified or supersededCarry par value June 1, to constitute a part of this prospectus.Forward Equity $0.10 per S-3 333- 2020 $18,228 Securities share 415(a)(6) $140,428,871 $140,428,871 .0001298 $18,228(1)(2) 238321 Total Offering Amount $140,428,871 Total Fees Previously Paid $18,228

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference into this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus, prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus are continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus supplement, the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent accompanying prospectus or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for have been modified or superseded. This prospectus supplement and the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated accompanying prospectus incorporate by reference into this prospectus); the documents listed below (File No. 001-38134) and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to (in each case, other than those documents or the termination portions of this offering shall be those documents not deemed to be filed), until the offering of the securities under the registration statement is terminated or completed. • Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our definitive proxy statement for the 2022 Annual Meeting of Stockholders; ​ • Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 (and with respect to the Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and September 30, 2022, the additional disclosures relating to the Company’s ability to continue as a going concern in Note 2 to the Consolidated Financial Statements contained in such reports); ​ • Current Reports on Form 8-K filed on February 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), February 15, 2022, March 7, 2022, March 23, 2022, May 5, 2022, ​ TABLE OF CONTENTS May 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), June 14, 2022, August 8, 2022 (with respect to Item 1.01 and the portions of Item 9.01 described therein only), September 6, 2022, September 7, 2022, September 26, 2022, October 3, 2022, November 7, 2022 (with respect to Item 1.01, Item 5.02 and the portions of Item 9.01 described therein only), November 14, 2022 (with respect to Item 1.01 and the portions of Item 9.01 described therein only), December 8, 2022 (with respect to Item 8.01) and December 23, 2022 (with respect to Item 3.01 only); and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 26, 2017, as amended by the description of our Class A common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2021 and including any other amendment or reports filed for the purpose of updating such descriptions. ​ You may request a copy of these documents at no cost, by writing or calling us at the following address or phone number: Blue Apron Holdings, Inc. Attn: General Counsel 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 TABLE OF CONTENTS Debt Securities Class A Common Stock Preferred Stock Warrants We may offer and sell securities from time to time in one or more offerings of up to $100,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. Any statement The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any document applicable prospectus supplement before you invest. We may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. Our Class A common stock is listed on the New York Stock Exchange under the symbol “APRN”. Investing in these securities involves certain risks. See “Risk Factors” on page 7 of this prospectus, included in any accompanying prospectus supplement and in the documents incorporated by reference herein will be deemed to be modified or superseded for purposes of in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities. TABLE OF CONTENTS​ ​ ABOUT THIS PROSPECTUS ​ ​ ​ ​ 1 ​ ​ ​ WHERE YOU CAN FIND MORE INFORMATION ​ ​ ​ ​ 2 ​ ​ ​ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ​ ​ ​ ​ 2 ​ ​ ​ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ​ ​ ​ ​ 4 ​ ​ ​ BLUE APRON HOLDINGS, INC. ​ ​ ​ ​ 6 ​ ​ ​ RISK FACTORS ​ ​ ​ ​ 7 ​ ​ ​ USE OF PROCEEDS ​ ​ ​ ​ 8 ​ ​ ​ DESCRIPTION OF DEBT SECURITIES ​ ​ ​ ​ 9 ​ ​ ​ DESCRIPTION OF CAPITAL STOCK ​ ​ ​ ​ 18 ​ ​ ​ DESCRIPTION OF WARRANTS ​ ​ ​ ​ 22 ​ ​ ​ FORMS OF SECURITIES ​ ​ ​ ​ 23 ​ ​ ​ PLAN OF DISTRIBUTION ​ ​ ​ ​ 25 ​ ​ ​ LEGAL MATTERS ​ ​ ​ ​ 27 ​ ​ ​ EXPERTS ​ ​ ​ ​ 27 ​ ​ TABLE OF CONTENTS​ This prospectus is part of a registration statement that we filed with the extent Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings for an aggregate initial offering price of up to $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that a statement will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus or in any additional documents that we have incorporated by reference into this prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not be deemedand, except as so modified or supersededaccordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 2 of this prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Blue Apron Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. TABLE OF CONTENTS​​ We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain documents filed by us with the SEC are also available on our website at xxxx://xxx.xxxxxxxxx.xxx. Our website is not a part of this prospectus and is not incorporated by reference into this prospectus. This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus supplement and the accompanying prospectus regarding us and the securities, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC’s internet site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. This prospectus supplement is part of a Registration Statement filed with the Commission. The SEC allows us to “incorporate by reference” into this prospectus the information that we file with itthem, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We incorporate The following documents are incorporated by reference into and made a part of this prospectus the following documentsprospectus: ● our Annual Report on Form 10-K for the year ended December 31, 20202019 filed on March 24, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 20212019, filed on May 14, 2020; ● Our Definitive Proxy Statement on Schedule 14A filed with the Commission onMay 12SEC on October 15, 2021; 2019 ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that excluding any reports or portions of such reports thereof that are deemed to be furnished and not filed) filed pursuant to instructions to on March 19, 2020, April 9, 2020, April 22, 2020, and May 20, 2020; and ● Our registration statement on Form 8-K shall not be incorporated A filed on April 12, 2012 and June 22, 2014. We also incorporate by reference into this prospectus); and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed all additional documents that we file with the Securities and Exchange Commission on March 25, 2021, including any amendment or report filed for under the purpose terms of updating such description. All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules. We may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred stock, warrants, units or a combination of these securities for an aggregate initial offering shall price of up to $7,472,417. This prospectus provides you with a general description of the securities we may offer, which is not meant to be a complete description of each of the securities. Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference into in this prospectus and the applicable prospectus supplement before you purchase any of the securities offered. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement. Our common stock is currently traded on the NASDAQ Capital Market under the symbol “MARA.” On June 28, 2019, the last reported sales price for our common stock was $2.89 per share. We will apply to list any shares of common stock sold by us under this prospectus and any prospectus supplement on the NASDAQ Capital Market. The prospectus supplement will contain information, where applicable, as to any other listing of the securities on the NASDAQ Capital Market or any other securities market or exchange covered by the prospectus supplement. The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately $22,417,251 based on 6,379,985 shares of common stock outstanding, of which 5,660,922 shares were held by non-affiliates, and the average of the bid and ask prices on the NASDAQ Capital Market of $3.96 per share on April 10, 2019. We have not sold any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus. Any statement contained We may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities, their names, and any document incorporated by reference herein applicable purchase price, fee, commission or discount arrangement between or among them, will be deemed to set forth, or will be modified calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents, underwriters or superseded for purposes dealers only with delivery of a prospectus supplement describing the method and terms of the offering of such securities. See “Plan of Distribution” section of this prospectus for further information. The date of this prospectus is , 2019 ABOUT THIS PROSPECTUS 3 SUMMARY 4 ABOUT MARATHON PATENT GROUP 4 RISK FACTORS 9 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 25 RATIO OF EARNINGS TO FIXED CHARGES 25 USE OF PROCEEDS 25 DESCRIPTION OF COMMON STOCK 25 DESCRIPTION OF PREFERRED STOCK 26 DESCRIPTION OF WARRANTS 27 DESCRIPTION OF UNITS 28 PLAN OF DISTRIBUTION 29 LEGAL MATTERS 31 EXPERTS 31 WHERE YOU CAN FIND MORE INFORMATION 31 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may sell common shares, preferred shares (including convertible preferred shares), warrants for equity securities, and units comprised of any combination thereof from time to time in one or more offerings up to an initial aggregate offering price of $7,472,417. This prospectus provides you with a general description of the extent securities we may offer, which is not meant to be a complete description of each of the securities. Each time we sell securities, we will provide a prospectus supplement that a statement will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus or in documents incorporated by reference in this prospectus. A prospectus supplement which contains specific information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences and any additional prospectus supplements modifies risk factors or supersedes such other special considerations applicable to the securities offered under this registration statement. Any To the extent that any statement so modified that we make in a prospectus supplement is inconsistent with statements made in this prospectus or superseded in documents incorporated by reference in this prospectus, you should rely on the information contained in the prospectus supplement. You should carefully read this prospectus and any prospectus supplement together with the additional information described under “Where You Can Find More Information” before buying any securities in this offering. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by us or on our behalf or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the applicable document. You should also not assume that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus and the information incorporated by reference in this prospectus contain summaries of provisions of certain other documents, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed, will not be deemedfiled or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, except and you may obtain copies of those documents as so modified or superseded, to constitute a part described below under the heading “Where You Can Find More Information” on page 31 of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” reference into this prospectus much of the information we file with itthe SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that is incorporated we incorporate by reference into this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into to determine if any of the statements in this prospectus the following documents: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent or in any document previously incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission onMay 12, 2021; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 and May 28, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated have been modified or superseded. This prospectus incorporates by reference into this prospectus); the documents listed below (File No. 001-38134) and ● the description of common stock set forth in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 25, 2021, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to of 1934, as amended (the termination “Exchange Act”), (in each case, other than those documents or the portions of this offering shall be those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the information specifically incorporated by reference into the prospectus. Any Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our definitive proxy statement for the 2022 Annual Meeting of Stockholders; ​ • Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 (and with respect to the Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and September 30, 2022, the additional disclosures relating to the Company’s ability to continue as a going concern in Note 2 to the Consolidated Financial Statements contained in any document incorporated by reference herein will be deemed such reports); ​ • Current Reports on Form 8-K filed on February 10, 2022 (with respect to be modified or superseded for purposes Item 8.01 and the portions of this prospectus Item 9.01 described therein only), February 15, 2022, March 7, 2022, March 23, 2022, May 5, 2022, May 10, 2022 (with respect to Item 8.01 and the extent that a statement portions of Item 9.01 described therein only), June 14, 2022, August 8, 2022 (with respect to Item 1.01 and the portions of Item 9.01 described therein only), September 6, 2022, September 7, 2022, September 26, 2022, October 3, 2022 and November 7, 2022 (with respect to Item 1.01, Item 5.02 and the portions of Item 9.01 described therein only); and ​ • The description of our registered securities contained in this prospectus our Registration Statement on Form 8-A filed on June 26, 2017, as amended by the descriptions of our registered securities contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2021 and including any other amendments or any additional prospectus supplements modifies or supersedes reports filed for the purpose of updating such statementdescriptions. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.​

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The SEC allows us to “incorporate by reference” the information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and the prospectus supplement. Information in this prospectus supplement supersedes information incorporated by reference that we file later filed with the SEC will automatically update and supersede prior to the date of this informationprospectus supplement. We incorporate by reference into this prospectus supplement and the registration statement of which this prospectus supplement is a part the following documentsdocuments that we have filed with the SEC: ● our Annual Report on Form 10-K for the year ended December 31, 2020, 2019 filed with the Commission onMarch 25, 2021; ● our definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filedApril 7, 2021 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31March 12, 2020); ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 20212020 filed on May 14, 2020; ● our Definitive Proxy Statement on Schedule 14A filed with the Commission onMay 12on April 29, 20212020; ● our Current Reports on Form 8-K filed with the SEC onJanuary 4on March 30, 2021, January 19, 2021, January 26, 2021, February 1, 2021, February 3, 2021, March 2, 2021, March 25, 2021, April 28, 2021, May 12, 2021 2020 and May 2813, 2021 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus)2020; and ● the description of our common stock set forth contained in Exhibit 4.11 to our Annual Report Registration Statement on Form 108-K for the year ended December 31, 2020, A filed with the Commission SEC on March 25December 13, 20212017, including any amendment amendments or report reports filed for the purpose of updating such description. All We also incorporate by reference all documents subsequently filed that we file with the SEC under on or after the date of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of the registration statement. Nothing in this offering prospectus shall be deemed to incorporate information furnished but not filed with the SEC. Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference herein will this prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement, the accompanying prospectus to the extent that a statement contained herein or in this the applicable prospectus supplement or in any additional prospectus supplements other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such the statement. Any statement so modified or superseded will shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following address or telephone number: Statements contained in this prospectus supplement as to the contents of any contract or other documents are not necessarily complete, and in each instance you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus supplement or the accompanying prospectus. A copy of the registration statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration statement, including any applicable prospectus supplement, for further information about us and these securities. We file annual reports, quarterly reports, current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended. The SEC maintains an Internet website at xxxx://xxx.xxx.xxx where you can access copies of most of our SEC filings. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, available free of charge on our corporate website at xxx.xxxxxx.xxx. The contents of our corporate website are not incorporated into, or otherwise to be regarded as part of, this prospectus supplement. We may offer from time to time shares of our common stock, par value $0.001 (“Common Stock”), preferred stock, warrants, and units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus will not exceed $100,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering. Shares of our common stock are quoted on the TSX Venture Exchange (TSX-V) under the symbol “COB.U” and on the OTCQX marketplace operated by OTC Markets Group, Inc. under the symbol “CWBR.” On November 21, 2017, the closing prices for our common stock on the TSX-V and OTCQX were $4.80 and $4.75 per share, respectively. Each time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may also add, update or change information contained or incorporated in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. The securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information. Investing in our securities involves certain risks. See “Risk Factors” beginning on page 5 of this prospectus. In addition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. You should carefully read and consider these risk factors before you invest in our securities. ABOUT THIS PROSPECTUS 1 THE COMPANY 1 RISK FACTORS 5 FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 6 DESCRIPTION OF CAPITAL STOCK 6 DESCRIPTION OF COMMON STOCK 6 DESCRIPTION OF PREFERRED STOCK 7 DESCRIPTION OF WARRANTS 8 DESCRIPTION OF UNITS 9 PLAN OF DISTRIBUTION 9 LEGAL MATTERS 10 EXPERTS 10 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 11 WHERE YOU CAN FIND MORE INFORMATION 11 The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file with the Securities and Exchange Commission (the “SEC”), includes all material information relating to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution. We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement.