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

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SECit into this prospectus, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information The information incorporated by reference is considered to be a part of this prospectus, and information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between and supersede information set forth contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterand any accompanying prospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC: ● Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020; ● our Definitive Proxy Statement on Schedule 14A, filed on April 9, 2020; ● our Current Reports on Form 8-K filed with the SEC on February 7, 2020, March 10, 2020, April 1, 2020, as amended by the Amendment on Form 8-K/A filed with the SEC on April 21, 2020, and April 7, 2020 (other than any filings portions thereof deemed furnished and not filed); and ● the description of our common stock, par value $0.0001 per share, contained in our Form 8-A filed on April 14, 2015, including any amendment or report filed for the purpose of updating such description. All reports and other documents that we make file with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to but before the termination of the offering made pursuant of the securities hereunder will also be considered to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically be incorporated by reference into our Annual Report this prospectus from our definitive proxy statement on Schedule 14Athe date of the filing of these reports and documents, filed with and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in will not be considered incorporated by reference into this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)prospectus. We encourage you undertake to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide without charge to each person, person (including any beneficial owner) who receives a copy of this prospectus, to whom a prospectus is delivered, at no costupon written or oral request, a copy of any or all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into this prospectus but these documents). You may request a copy of these materials in the manner set forth under the heading “Additional Information,” above. We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above. The aggregate public offering price of the securities that we are offering will not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices exceed $200,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the following telephone number and address: 000 Xxxxxxxx Xxxxxxxtime of the offering. Our common stock is listed on the Nasdaq Global Market under the symbol “CRBP.” The last reported sale price for our common stock on January 4, Xxxxxxxxx2018 as quoted on the Nasdaq Global Market was $8.35 per share. You are urged to obtain current market quotations of our common stock. We have no preferred stock, Xxxxx 00000warrants, (000) 000-0000debt securities, Attn: Investor Relationssubscription rights or units listed on any market. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. Investing in our securities involves risk. You should rely only carefully consider the risks that we refer you to under the section captioned “Risk Factors” in this prospectus on page 3 before buying our securities. Should we offer any of the information incorporated by reference or provided securities described in this prospectus, we will provide you with the specific terms of the particular securities being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. ABOUT THIS PROSPECTUS 1 RISK FACTORS 3 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 28 FORWARD-LOOKING STATEMENTS 28 THE SECURITIES WE MAY OFFER 30 RATIOS OF COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS TO EARNINGS 29 DESCRIPTION OF STOCK WARRANTS 33 DESCRIPTION OF CAPITAL STOCK 30 DESCRIPTION OF SUBSCRIPTION RIGHTS 39 DESCRIPTION OF DEBT SECURITIES 34 FORMS OF SECURITIES 41 DESCRIPTION OF UNITS 40 LEGAL MATTERS 46 PLAN OF DISTRIBUTION 43 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 46 EXPERTS 46 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 48 ADDITIONAL INFORMATION 47 Xxxxxx Pharmaceuticals Holdings, Inc. is referred to herein as “Xxxxxx,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any other offering materials prospectus supplement is correct as of any time after its date. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf registration process, we may use. We have not authorized from time to time offer and sell, in one or more offerings, any person to provide information other than that provided or all of the securities described in this prospectus, any supplement separately or together, up to this an aggregate offering price of $200,000,000. This prospectus or any other offering materials provides you with a general description of our securities being offered. When we may use. You should assume that issue the information in securities being offered by this prospectus, any we will provide a prospectus supplement and any other offering materials we may use is accurate only (which term includes, as of applicable, the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this at-the-market sales agreement prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to with the registration statement, statement of which this prospectus forms a part) that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Additional Information” and “Incorporation of Certain Information by Reference.” The following summary highlights some information from this prospectus. It is not complete and does not contain all of the information that you should consider before making an investment decision. You should read this entire prospectus, including the “Risk Factors” section on page 3 and the disclosures to which that section refers you, the financial statements and related notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus before investing in any of the securities described in this prospectus. We are a clinical stage pharmaceutical company, focused on the development and commercialization of novel therapeutics to treat rare, chronic and serious inflammatory and fibrotic diseases with clear unmet medical needs. Our product anabasum is a novel synthetic oral endocannabinoid-mimetic drug that is intended to resolve chronic inflammation and halt fibrotic processes without causing immunosuppression. Anabasum has generated positive clinical data in three consecutive Phase 2 studies in diffuse cutaneous systemic sclerosis, cystic fibrosis and dermatomyositis. Anabasum is also being evaluated in open-label extension studies in systemic sclerosis and skin- predominant dermatomyositis and in a Phase 3 study in systemic sclerosis, and we are currently planning for and finalizing the design of a Phase 2b study in cystic fibrosis and expect to commence the study in the first quarter of 2018. Anabasum is a synthetic, rationally-designed oral small molecule drug that selectively binds to the cannabinoid receptor type 2, or as an exhibit CB2, found on activated immune cells, fibroblasts and muscle cells. Anabasum stimulates the production of Specialized Pro-Resolving Lipid Mediators (SPMs) that act to resolve inflammation and halt fibrosis by activating endogenous pathways. These endogenous resolution pathways are normally activated in healthy individuals during the documents incorporated by referencecourse of normal immune responses but are dysfunctional in patients with chronic inflammatory and fibrotic diseases. You can obtain copies Through its activation of these documents the CB2 receptor, anabasum is designed to drive innate immune responses from the SEC activation phase through completion of the resolution phase. The CB2 receptor plays an endogenous role in modulating and resolving inflammation by, in effect, turning heightened inflammation “off” and restoring homeostasis. We are currently developing anabasum to treat four life-threatening diseases: systemic sclerosis; cystic fibrosis; diffuse cutaneous, skin-predominant dermatomyositis; and systemic lupus erythematosus, or from usSLE. The United States Food and Drug Administration, or the FDA, has granted anabasum Orphan Designation as described abovewell as Fast Track Status for both cystic fibrosis and systemic sclerosis. The European Medicines Authority, or the EMA, has granted anabasum Orphan Designation for both cystic fibrosis and systemic sclerosis.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important considered to be a part of this prospectus. Information document, except for any information superseded by information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth is included directly in this prospectus and/or information or incorporated by reference into subsequent to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference herein: · Our 2023 Annual Report on Form 20-F for the documents listed below fiscal year ended December 31, 2023; and any filings · Our reports on Form 6-K furnished to the SEC on January 3, 2024, January 22, 2024 (other than Exhibit 99.1 filed as an exhibit thereto), March 14, 2024 (only with respect to “Item 2.C – 2023 and 2022 Board Compensation” and “Item 3.C – 2023 and 2022 Executive Compensation” of Exhibit 99.2), May 13, 2024 (Film No. 24936707) (other than Exhibit 99.1 filed as an exhibit thereto), May 13, 2024 (Film No. 24936766) (other than Exhibit 99.3 filed as an exhibit thereto), May 21, 2024, June 20, 2024 and July 25, 2024 (other than Exhibit 99.1 filed as an exhibit thereto). All annual reports we make file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or Form 20-F after the date of this prospectus and prior to the termination or expiration of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy registration statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request and to us at our principal executive offices at be part hereof from the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000date of filing of such documents. We may incorporate by reference any Form 6-0000, Attn: Investor Relations. You should rely only on K subsequently submitted to the information SEC by identifying in such Form that it is being incorporated by reference or provided in into this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document Documents incorporated by reference in this prospectus about the contents of are available from us without charge upon written or oral request, excluding any other documents are not necessarily complete, and are qualified in their entirety by referring you exhibits to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents not specifically incorporated by referencereference into those documents. You can obtain copies of these documents incorporated by reference in this document by requesting them from the SEC us in writing or from usat AC Immune SA, as described aboveEPFL Innovation Park, Building B, 1015 Lausanne, Switzerland, or via telephone at +00 00 000 00 00.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important considered to be a part of this prospectus. Information document, except for any information superseded by information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth is included directly in this prospectus and/or information or incorporated by reference into subsequent to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the following documents listed below or information that we have filed with the SEC: • our 2019 Annual Report on Form 20-F for the fiscal year ended December 31, 2019, or the Annual Report; • our Forms 6-K filed on March 2, 2020, May 21, 2020 and any filings we make June 30, 2020; and • the description of our common shares contained in our registration statement on Form 8-A filed with the SEC under Sections 13(a)on November 7, 13(c)2017, 14as updated by the description of our common shares filed as Exhibit 2.4 to the Annual Report, including any amendments or 15(d) of supplements thereto. All annual reports we file with the Securities SEC pursuant to the Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or Form 20-F after the date of this prospectus and prior to the termination or expiration of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy registration statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request and to us at our principal executive offices at be part hereof from the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000date of filing of such documents. We may incorporate by reference any Form 6-0000, Attn: Investor Relations. You should rely only on K subsequently submitted to the information SEC by identifying in such Form 6-K that it is being incorporated by reference or provided in into this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document Documents incorporated by reference in this prospectus about the contents of are available from us without charge upon written or oral request, excluding any other documents are not necessarily complete, and are qualified in their entirety by referring you exhibits to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents not specifically incorporated by referencereference into those documents. You can obtain copies of these documents incorporated by reference in this document by requesting them from the us in writing at Xxxxxxxxxx Xxx. 0, 00000 Xxxx, Xxxxxxx or via telephone at (+00) 0000 000 000. The SEC or from usmaintains an Internet site that contains reports, as described aboveproxy and information statements, and other information filed by us electronically at xxxx://xxx.xxx.xxx.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to "incorporate by reference” into this prospectus the " information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference into this prospectus supplement and the registration statement of which this prospectus is a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Commission File No. 001-36644): ▪ our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March February 27, 2024 (together, 2020 ; ▪ the “Annual Report”); • The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our definitive proxy statement on Schedule 14A, filed with the SEC on April 301, 20242020; • Our Current Reports ▪ our Quarterly Report on Form 810-KQ for the quarterly period ended March 31, 2020, filed with the SEC on March 26May 5, 2024 and April 2020 ; ▪ our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the SEC on August 4, 20242020 ; and • The description of ▪ our Class A common stock contained in our Registration Statement Current Report on Form 8-A filed October 3, 2005, including any amendment or report K filed with the SEC on May 15, 2020 ; and ▪ the description of our common stock, which is registered under Section 12 of the Exchange Act in our registration statement on Form 8-A, filed with the SEC on October 3, 2000, including any amendments or reports filed for the purpose of updating such description. Nothing in this prospectus shall be deemed to We also incorporate information by reference any future filings (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit and exhibits filed on such form that are related to such items unless such Form 8-KK expressly provides to the contrary) made with the SEC pursuant to Sections 13(a). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, 13(c), 14 or 15(d) of the Exchange Act, including any beneficial owner, to whom a those made after the date of the initial filing of the registration statement of which this prospectus supplement and the accompanying prospectus is delivereda part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the shares of our common stock made by this prospectus supplement and the accompanying prospectus and will become a part of this prospectus supplement from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You can request a copy of these filings, at no cost, a copy by writing or telephoning us at the following address or telephone number: From time to time, we may offer and sell up to an aggregate amount of $200,000,000 of any or all combination of the securities described in this prospectus, either individually or in combination. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on The Nasdaq Global Market under the trading symbol "RIGL." On March 8, 2018, the last reported sale price of our common stock was $4.45 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on The Nasdaq Global Market or other securities exchange of the securities covered by the applicable prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 6 RATIO OF EARNINGS TO FIXED CHARGES 6 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF WARRANTS 18 LEGAL OWNERSHIP OF SECURITIES 20 PLAN OF DISTRIBUTION 24 LEGAL MATTERS 26 EXPERTS 26 WHERE YOU CAN FIND ADDITIONAL INFORMATION 26 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 26 This prospectus is part of a registration statement on Form S-3 that are we filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total dollar amount of $200,000,000 of common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination with other securities as described in this prospectus. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add, update or change in a prospectus supplement or free writing prospectus any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus and the documents incorporated by reference into this prospectus but not delivered with and the applicable prospectus supplement, will include all material information relating to the applicable offering. You should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, upon written or telephonic request together with the additional information described under "Where You Can Find Additional Information," before buying any of the securities being offered. This prospectus may not be used to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationsconsummate a sale of securities unless accompanied by a prospectus supplement. You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or provided additional information. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated 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 assume that the The information appearing in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as of the date on its cover page the front of the document and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. The statements Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we make believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus or and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in the applicable prospectus supplement and any document related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the section entitled "Where You Can Find Additional Information."

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus Prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to our other filings with the documents that contain such informationSEC. The information incorporated that we incorporate by reference is an important considered a part of this prospectus. Information , and information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on and supersede the information contained in the document that was filed laterthis prospectus. We incorporate by reference the following documents listed below and any filings we make filed with the SEC under pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than information in these documents that is not deemed to be filed with the SEC: • Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 12, 2024; • Current Reports on Form 8-K* filed on January 2, 2024 and March 12, 2024; • the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on August 4, 1992, and any amendments or reports filed for the purpose of updating that description; and • our Proxy Statement on Schedule 14A, relating to the annual meeting of stockholders held on June 5, 2023 and filed with the Commission on April 21, 2023. All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant of our securities as described in this prospectus will be deemed to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically be incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14Athis prospectus, other than information in the documents that is not deemed to be filed with the SEC SEC. A statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in any subsequently filed document that is incorporated by reference into this prospectus, modifies or supersedes that statement. Any statements so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. * We are not incorporating and will not incorporate by reference into this prospectus past or future information on April 30reports furnished or that will be furnished under Items 2.02 and/or 7.01 of, 2024; • Our Current Reports on or otherwise with, Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. K. We will provide without charge to each person, including any beneficial owner, person to whom a this prospectus is delivered, at no costupon written or oral request of any person, a copy of any or all of the documents that incorporated herein by reference, other than exhibits to the documents, unless the exhibits are specifically incorporated by reference into the documents that this prospectus but not delivered with this prospectus, upon written incorporates. Requests for copies in writing or telephonic request to us at our principal executive offices at the following by telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.be directed to:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information documents incorporated by reference into this prospectus, prospectus supplement contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectussupplement: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC on March 26M arch 13, 20242020, as amended by including the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report on Form 10-K from our definitive d efinitive proxy statement for the 2020 Annual Meeting o f Stockholders; • our Quarterly Report on Schedule 14AForm 10-Q for the period ended March 31, 2020, filed with the SEC on April M ay 6, 2020; • our Quarterly Report on Form 10-Q for the period ended June 30, 20242020, filed with the SEC on A ugust 5, 2020; • Our our Current Reports on Form 8-KK filed with the SEC on M 2 020, A ugust 21, 2020, and S eptember 18, 2020; arch 10, 2020, M ay 4, 2020, M ay 27, 2020, J uly 27, 2020, A ugust 4, 2020, A ugust 5, • the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on March S eptember 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052016, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in ; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination or completion of the offering of securities under this prospectus supplement shall be deemed to be incorporated by reference in this prospectus supplement and to be a part hereof from the date of filing such reports and other documents. We also incorporate information by reference into this prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of this prospectus supplement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus supplement but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressincluding exhibits which are specifically incorporated by reference into such documents. Requests should be directed to: 000 Xxxxxxxx XxxxxxxFulgent Genetics, XxxxxxxxxInc., Attn: Investor Relations, 0000 Xxxxx 00000Xxxxx Xxxxxx, Temple City, California 91780, telephone: (000) 000-0000. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. From time to time, Attn: Investor Relationswe may offer up to $300 million of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is traded on the Nasdaq Global Market under the symbol “FLGT.” On August 3, 2020, the last reported sales price of our common stock was $28.42 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. TABLE OF CONTENTS Page A BOUT THIS PROSPECTUS 1 P ROSPECTUS SUMMARY 2 R ISK FACTORS 5 R ATIO OF EARNINGS TO FIXED CHARGES 6 S PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 U SE OF PROCEEDS 10 P LAN OF DISTRIBUTION 11 D ESCRIPTION OF CAPITAL STOCK 13 D ESCRIPTION OF DEBT SECURITIES 18 D ESCRIPTION OF WARRANTS 24 D ESCRIPTION OF RIGHTS 26 D ESCRIPTION OF UNITS 28 L EGAL MATTERS 29 E XPERTS 29 W HERE YOU CAN FIND MORE INFORMATION 29 I NCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29 D ISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 31 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $300,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. 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 also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. 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 any of the securities offered. You should rely only on the information that we have provided or incorporated by reference or provided in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized any dealer, salesman or other 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 that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated 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 and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of 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. The statements that we make This prospectus contains summaries of certain provisions contained in this prospectus or in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by referenceincorporate” into this prospectus the information that we file with the SEC, which SEC in other documents. This means that we can disclose important information to you by referring you to the other documents that contain such that information. The Any information incorporated that we incorporate by reference into this prospectus is an important considered part of this prospectus. Information contained in this prospectus, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth future and incorporate by reference in this prospectus and/or automatically modifies and supersedes previously filed information, including information in previously filed documents or reports that have been incorporated by reference into in this prospectus, you should rely on to the extent the new information contained in differs from or is inconsistent with the document that was filed laterold information. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. We incorporate by reference reference, as of their respective dates of filing, the documents listed below and any filings that we make have filed with the SEC under and any documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after between the date of this prospectus supplement and prior to the termination date on which the offering of the offering made pursuant securities covered by this prospectus has been completed, other than, in each case, documents or information deemed to this prospectushave been “furnished” and not “filed” in accordance with SEC rules: • Our · our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, as filed with the SEC on February 20, 2020; · our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 2631, 20242020, June 30, 2020, and September 30, 2020, as amended filed with the SEC on May 7, 2020, August 13, 2020, and November 12, 2020, respectively; · our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 29, 2020 (to the extent incorporated by the reference into Part III of our Annual Report on Form 10-K/A filed with K for the SEC on March 27fiscal year ended December 31, 2024 (together, the “Annual Report”2019); • The information specifically incorporated by reference into · our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K as filed with the SEC on March 26each of May 22, 2024 2020, and April 4June 22, 20242020; and • The · the description of our Class A common stock contained in Exhibit 4.1 to our Registration Statement Annual Report on Form 810-A filed October 3K for the year ended December 31, 20052019, including any amendment or report as filed with the SEC for the purpose of updating such descriptionon February 20, 2020. Nothing These filings have not been included in or delivered with this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)prospectus. We encourage you hereby undertake to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide without charge to each person, including any beneficial owner, to whom a this prospectus is delivered, at no costupon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus prospectus, but not delivered with this the prospectus, upon written or telephonic other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. To request to us such materials, please contact Xx. Xxxxxx Xxxxxxxxx, our Corporate Secretary, at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx c/o Corporate Secretary, VolitionRx Limited, 00000 Xxx Xxxx Xxxxxxx, XxxxxxxxxXxxxx 000, Xxxxxxxx Xxxx X, Xxxxxx, Xxxxx 00000, (000) 000-0000or by email at xxxxxx@xxxxxxxx.xxx. These documents are also available free of charge through the Investors section on our website at xxxx://xxx.xxxxxxxx.xxx as soon as practicable after such materials have been electronically filed with, Attn: Investor Relationsor furnished to, the SEC. You should rely only on the information incorporated by reference or provided contained in this prospectus, in any supplement document incorporated by reference herein, or in any free writing prospectuses we may provide to you in connection with this prospectus or offering. Neither we nor the Designated Agents have authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other offering materials we information that others may useprovide to you. We have not authorized any person to provide The information other than that provided contained in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that and in the information in this prospectusdocuments incorporated by reference herein, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page such information is presented. Our business, financial condition, results of operations and future prospects may have changed since those respective dates. We file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available from the SEC’s internet site at xxxx://xxx.xxx.xxx, which contains reports, proxy and information statements, and other information regarding issuers that file electronically. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC. As permitted by SEC rules, this prospectus supplement and the accompanying prospectus form a part of the registration statement, but do not contain all of the information that is included in the registration statement. The registration statement contains more information regarding us and our securities, including certain exhibits. You can obtain a copy of the registration statement from the SEC’s website. We may offer and sell, from time to time in one or more offerings, any combination of common stock, warrants exercisable for shares of our common stock, or units having an aggregate initial offering price not to exceed $100,000,000. The units may consist of any combination of securities described in this prospectus. This prospectus provides a general description of the securities we may offer. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplement may also add, update or change information in a document we have this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference herein or therein, carefully before you invest in any of the securities offered pursuant to this prospectus. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities. These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods 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. We will describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities with respect to which this prospectus is being delivered, we will set forth in a prospectus supplement the names of such agents, underwriters or dealers and any applicable fees, commissions, discounts and over-allotment options. We will also set forth in a prospectus supplement the price to the public of such securities and the net proceeds that we expect to receive from such sale. Our common stock is currently quoted on the NYSE American market under the symbol “VNRX.” On September 24, 2018, the last reported sale price of our common stock on the NYSE American market was $2.37 per share. As of the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $71,548,670, based on 35,031,225 shares of outstanding common stock, of which approximately 5,946,400 shares were held by affiliates, and a price of $2.46 per share, which was the highest reported closing sale price of our common stock on the NYSE American market in the 60 days prior to September 25, 2018. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12-calendar-month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. The date of this prospectus is , 2018 ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 RISK FACTORS 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 4 USE OF PROCEEDS 5 GENERAL DESCRIPTION OF SECURITIES 6 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF WARRANTS 9 DESCRIPTION OF UNITS 10 PLAN OF DISTRIBUTION 11 LEGAL MATTERS 13 EXPERTS 13 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 14 WHERE YOU CAN FIND MORE INFORMATION 15 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may from time to time offer and sell any combination of the securities described in this prospectus in one or more offerings with an aggregate initial offering price not to exceed $100,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell any of our securities under this prospectus, we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms of the offering. We may add, update or change any of the information contained in this prospectus or in any accompanying prospectus supplement we may authorize to be delivered to you. 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, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in this prospectus or any prospectus supplement – the statement in the document having the later date shall modify or supersede such earlier statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. This prospectus, together with any accompanying prospectus supplement, includes all material information relating to an offering pursuant to this registration statement. You should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein is accurate only as of the date such information is presented. Our business, financial condition, results of operations and prospects may have changed since those respective dates. We further note that the document incorporated representations, warranties and covenants made by reference. The statements that we make in this prospectus or us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. This prospectus and any accompanying prospectus supplement does 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 about and any accompanying prospectus supplement constitute an offer to sell or the contents solicitation of an offer to buy securities in any other documents are jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This prospectus may not necessarily completebe used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, and are qualified in their entirety by referring you should refer to copies of those documents that are filed as the registration statement, including its exhibits. The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered pursuant to this prospectus. The registration statement, including the exhibits, can be read on the SEC’s website or at the SEC’s offices mentioned under the heading “Where You Can Find More Information.” We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.” Unless we state otherwise or the context indicates otherwise, references to the “Company”, “VolitionRx”, “we”, “us”, and “our” in this prospectus forms a partrefer to VolitionRx Limited and its subsidiaries. Our fiscal year ends on December 31 of each calendar year. Nucleosomics®, or as an exhibit NuQ®, Nu.QTM and Hypergenomics® and their respective logos are trademarks and/or service marks of VolitionRx Limited and its subsidiaries. All other trademarks, service marks and trade names referred to in this prospectus are the property of their respective owners. Additionally, unless otherwise specified, all references to “$” refer to the documents incorporated by reference. You can obtain copies legal currency of these documents from the SEC or from us, as described aboveUnited States of America.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose publicly available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement. Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterhave been modified or superseded. We incorporate This prospectus supplement incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934(in each case, as amended, other than those documents or the Exchange Actportions of those documents furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K and, (i) after except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information), until the initial filing offering of the securities under the registration statement that contains of which this prospectus and prior to effectiveness of such registration statement, and (ii) on supplement forms a part is terminated or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectuscompleted: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, as filed with the SEC on March 26February 24, 20242022; • our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27May 2, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 20242022; and • The the description of our Class A common stock contained in our the Registration Statement on Form 8-A relating thereto, as filed October 3with the SEC on March 17, 20052021, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in Any documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus shall supplement and prior to the termination of the offering of our securities to which this prospectus supplement relates will automatically be deemed to incorporate be incorporated by reference into this prospectus supplement and to be part hereof from the date of filing those documents. We are not, however, incorporating by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information related exhibits furnished under pursuant to Item 9.01 or included as an exhibit to of Form 8-K)K. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We encourage you to read our periodic and current reports. We think You can request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy of any by writing or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to telephoning us at our principal executive offices at the following address or telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.number:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We This Prospectus is part of a registration statement filed with the SEC. The Fund is permitted to “incorporate by reference” into this prospectus the information we file filed with the SEC, which means that we the Fund can disclose important information to you shareholders by referring you to those documents. In addition, all documents subsequently filed by the Fund pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (excluding any information furnished rather than filed) prior to the documents that contain such informationtermination of the offering shall be deemed to be incorporated by reference into this Prospectus and the SAI. The information incorporated by reference is an important part of this prospectusProspectus. Information Any statement in a document incorporated by reference into this Prospectus will be deemed to be automatically modified or superseded to the extent a statement contained in (1) this Prospectus or (2) any other subsequently filed document that we file subsequently is incorporated by reference into this Prospectus modifies or supersedes such statement. The documents incorporated by reference herein include: • The Fund’s Statement of Additional Information, dated September 28, 2023, filed with this Prospectus; • The Fund’s Semi-Annual Report on Form N-CSR, filed on June 2, 2023; • The Fund’s Proxy Statement on Form DEF-14A, filed on January 20, 2023; • The Fund’s Annual Report on Form N-CSR, filed on December 2, 2022; • The Fund’s Description of Common Shares on Form 8-A, filed on April 12, 2013. The Fund’s periodic reports filed pursuant to Section 30(b)(2) of the SEC will automatically update 1940 Act and Sections 13 or 15(d) of the Exchange Act, as well as this prospectusProspectus are available on the Fund’s website at xxx.xxxxxxxxxx.xxx. In Other information contained on the website is not incorporated into this Prospectus and you should not consider information contained on the website to be part of this Prospectus. You may also request a copy of these filings (other wordsthan exhibits, in unless the case of a conflict or inconsistency between information set forth in this prospectus and/or exhibits are specifically incorporated by reference into these documents) and any other information incorporated by reference into this prospectusProspectus or the SAI upon written or oral request at no cost by contacting your financial intermediary if you invest through a financial intermediary. If you are a direct investor, you should rely may call 877-DLINE11 (000-000-0000), send an email request to xxxxxxxx@xxxxxxxxxx.xxx or write to the Fund at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000. In addition, the SEC maintains a website at xxx.xxx.xxx that contains these reports, proxy and information statements, and other information, including filings on Form N-PORT and N-CEN, regarding issuers that file electronically with the SEC, including the Fund. This notice provides information about how DoubleLine (“we,” “our” and “us”) collects, discloses, and protects your personal information, and how you might choose to limit our ability to disclose certain information about you. Please read this notice carefully. All financial companies need to disclose customers’ personal information to run their everyday businesses, to appropriately tailor the services offered (where applicable), and to comply with our regulatory obligations. Accordingly, information, confidential and proprietary, plays an important role in the success of our business. However, we recognize that you have entrusted us with your personal and financial data, and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us, and we hold ourselves to a high standard in its safekeeping and use. Most importantly, DoubleLine does not sell its customers’ non-public personal information to any third parties. DoubleLine uses its customers’ non-public personal information primarily to complete financial transactions that its customers request (where applicable), to make its customers aware of other financial products and services offered by a DoubleLine affiliated company, and to satisfy obligations we owe to regulatory bodies. We may collect various types of personal data about you, including: • YOUR PERSONAL IDENTIFICATION INFORMATION, WHICH MAY INCLUDE YOUR NAME AND PASSPORT INFORMATION, YOUR IP ADDRESS, POLITICALLY EXPOSED PERSON (“PEP”) STATUS, AND SUCH OTHER INFORMATION AS MAY BE NECESSARY FOR US TO PROVIDE OUR SERVICES TO YOU AND TO COMPLETE OUR CUSTOMER DUE DILIGENCE PROCESS AND DISCHARGE ANTI-MONEY LAUNDERING OBLIGATIONS; • YOUR CONTACT INFORMATION, WHICH MAY INCLUDE POSTAL ADDRESS AND E-MAIL ADDRESS AND YOUR HOME AND MOBILE TELEPHONE NUMBERS; • YOUR FAMILY RELATIONSHIPS, WHICH MAY INCLUDE YOUR MARITAL STATUS, THE IDENTITY OF YOUR SPOUSE AND THE NUMBER OF CHILDREN THAT YOU HAVE; • YOUR PROFESSIONAL AND EMPLOYMENT INFORMATION, WHICH MAY INCLUDE YOUR LEVEL OF EDUCATION AND PROFESSIONAL QUALIFICATIONS, YOUR EMPLOYMENT, EMPLOYER’S NAME AND DETAILS OF DIRECTORSHIPS AND OTHER OFFICES WHICH YOU MAY HOLD; AND • FINANCIAL INFORMATION, RISK TOLERANCE, SOURCES OF WEALTH AND YOUR ASSETS, WHICH MAY INCLUDE DETAILS OF SHAREHOLDINGS AND BENEFICIAL INTERESTS IN FINANCIAL INSTRUMENTS, YOUR BANK DETAILS AND YOUR CREDIT HISTORY. • INFORMATION WE RECEIVE ABOUT YOU ON APPLICATIONS OR OTHER FORMS; • INFORMATION YOU MAY GIVE US ORALLY; • INFORMATION ABOUT YOUR TRANSACTIONS WITH US OR OTHERS; • INFORMATION YOU SUBMIT TO US IN CORRESPONDENCE, INCLUDING EMAILS OR OTHER ELECTRONIC COMMUNICATIONS; AND • INFORMATION ABOUT ANY BANK ACCOUNT YOU USE FOR TRANSFERS BETWEEN YOUR BANK ACCOUNT AND ANY DOUBLELINE INVESTMENT ACCOUNT, INCLUDING INFORMATION PROVIDED WHEN EFFECTING WIRE TRANSFERS. Websites maintained by DoubleLine or its service providers may use a variety of technologies to collect information that help DoubleLine and its service providers understand how the website is used. Information collected from your web browser (including small files stored on your device that are commonly referred to as “cookies”) allow the websites to recognize your web browser and help to personalize and improve your user experience and enhance navigation of the website. You can change your cookie preferences by changing the setting on your web browser to delete or reject cookies. If you delete or reject cookies, some website pages may not function properly. Our websites may contain links that are maintained or controlled by third parties with privacy policies that may differ, in some cases significantly, from the privacy policies described in this notice. Please read the privacy policies of such third parties and understand that accessing their websites is at your own risk. Please contact your DoubleLine representative if you would like to receive more information about the privacy policies of third parties. We also use web analytics services, which currently include but are not limited to Google Analytics and Adobe Analytics. Such web analytics services use cookies and similar technologies to evaluate visitor’s use of the domain, compile statistical reports on domain activity, and provide other services related to our websites. For more information about Google Analytics, or to opt out of Google Analytics, please go to xxxxx://xxxxx.xxxxxx.xxx/dlpage/gaoptout. For more information about Adobe Analytics, or to opt out of Adobe Analytics, please go to: xxxx://xxx.xxxxx.xxx/privacy/opt-out.html. DoubleLine does not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except that we may disclose the information contained listed above, as follows: • It may be necessary for DoubleLine to provide information to nonaffiliated third parties in the document that was filed later. We incorporate by reference the documents listed below and any filings we make connection with the SEC under Sections 13(a), 13(c), 14, or 15(d) our performance of the Securities Exchange Act of 1934services we have agreed to provide to you. For example, as amended, or the Exchange Act, (i) after the initial filing it might be necessary to do so in order to process transactions and maintain accounts. • DoubleLine will release any of the registration statement non-public information listed above about a customer if directed to do so by that contains this prospectus and prior customer or if DoubleLine is required or authorized by law to effectiveness of do so, such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such descriptioncompliance with regulatory requirements or in the case of a court order, legal investigation, or other properly executed governmental request. Nothing in this prospectus shall be deemed • In order to incorporate alert a customer to other financial products and services offered by an affiliate, DoubleLine may disclose information furnished to but an affiliate, including companies using the DoubleLine name. Such products and services may include, for example, other investment products offered by a DoubleLine company. If you prefer that we not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8disclose non-K (or corresponding public personal information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage about you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide affiliates for this purpose, you may direct us not to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated make such disclosures (other than disclosures permitted by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to law) by contacting us at our principal executive offices Xxxxxxx@XxxxxxXxxx.xxx or at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, 0 (000) 000-0000. If you limit this sharing and you have a joint account, Attnyour decision will be applied to all owners of the account. We will limit access to your personal account information to those agents and vendors who need to know that information to provide products and services to you. We do not share your information to nonaffiliated third parties for marketing purposes. We maintain physical, electronic, and procedural safeguards to guard your non-public personal information. DoubleLine collects and uses information that identifies, describes, references, links or relates to, or is associated with, a particular consumer or device (“Personal Information”). Personal Information we collect from our customers and consumers is covered under the Xxxxx-Xxxxx-Xxxxxx Act (“GLBA”) and is therefore excluded from the scope of the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, “CCPA”). However, for California residents who are not DoubleLine customers or consumers, as those terms are defined by GLBA, the personal information we collect about you is subject to the CCPA. As such, you have privacy rights with respect to your personal information. Please review the following applicable California privacy notice that is available at xxx.XxxxxxXxxx.xxx, or by contacting us at Xxxxxxx@XxxxxxXxxx.xxx or at 0 (000) 000-0000. • CA Privacy Notice for Website Visitors, Media Subscribers and Business Representatives • CA Privacy Notice for Employees If you reside in the EEA, we may transfer your personal information outside the EEA, and will ensure that it is protected and transferred in a manner consistent with legal requirements applicable to the information. This can be done in a number of different ways, for instance: Investor Relations• THE COUNTRY TO WHICH WE SEND THE PERSONAL INFORMATION MAY HAVE BEEN ASSESSED BY THE EUROPEAN COMMISSION AS PROVIDING AN “ADEQUATE” LEVEL OF PROTECTION FOR PERSONAL DATA; OR • THE RECIPIENT MAY HAVE SIGNED A CONTRACT BASED ON STANDARD CONTRACTUAL CLAUSES APPROVED BY THE EUROPEAN COMMISSION. You should rely only on In other circumstances, the law may permit us to otherwise transfer your personal information incorporated by reference or provided in this prospectusoutside the EEA. In all cases, however, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide transfer of your personal information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovewill be compliant with applicable data protection law.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or supersedes information incorporated by reference into that we filed with the SEC prior to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below and any filings that we make have filed with the SEC (Commission File No. 001-35384): ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024; ● Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on May 15, 2024; ● Our Current Reports on Form 8-K filed with the SEC onJanuary 5, 2024, January 18, 2024, January 19, 2024, March 11, 2024, March 27, 2024, April 2, 2024, May 6, 2024 and June 24, 2024; ● The description of our common stock and May 2021 Warrants set forth in (i) our registration statement onForm 8-A12B, filed with the SEC on May 10, 2021 (File No. 001-35384) and (ii) Exhibit 4.10—Description of Securities to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement that contains of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and but prior to the termination of the offering made pursuant to (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and supplements the information provided in this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, . Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically that is incorporated or deemed to be incorporated herein by reference into our Annual Report from our definitive proxy statement on Schedule 14A, to the extent that statements in the later filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment document modify or report filed with the SEC for the purpose of updating replace such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantearlier statements. We will provide furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, at no costupon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to: You may also access these documents, free of charge, on the SEC’s website at xxx.xxx.xxx or telephonic request on our website at xxx.xxxx.xxx/xxx-xxxxxxx. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus or any accompanying prospectus supplement. In accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationsextent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. You should rely only on the information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation. We may, from time to time, offer and sell up to $50,000,000 of any combination of our common stock, par value $0.001 (the “common stock”), preferred stock, par value $0.001 (the “preferred stock”), debt securities, warrants or units described in this prospectus, either individually or in combination with other securities, at prices and on terms described in one or more supplements to this prospectus. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock, or debt securities upon the exercise of warrants. This prospectus provides you with a general description of the securities that we may offer. Each time we offer and sell securities, we willprovide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered. Securities may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters, dealers or agents 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. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. Our common stock is listed on the Nasdaq Capital Market under the symbol “DTST.” Warrants to purchase shares of our common stock issued by us on May 18, 2021 are listed on the Nasdaq Capital Market under the symbol “DTSTW.” On July 9, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $6.44 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on any securities market or other exchange of the specific security covered by such prospectus supplement. As of the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $32,092,110, which is calculated based on 4,109,105 shares of our outstanding common stock held by non-affiliates and a price of $7.81 per share, the closing price of our common stock on May 29, 2024, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus. During the prior twelve calendar month period that ends on and includes the date hereof, we have not offered and sold any of our securities pursuant to General Instruction I.B.6 to Form S-3. About this Prospectus ii Prospectus Summary 1 Risk Factors 7 Forward-Looking Statements 8 Use of Proceeds 9 Description of Capital Stock 10 Description of Debt Securities 19 Description of Warrants 26 Description of Units 29 Legal Ownership of Securities 30 Plan of Distribution 34 Legal Matters 37 Experts 37 Where You Can Find More Information 37 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 statement, we may sell from time to time in one or more offerings up to a total dollar amount of $50,000,000 of shares of common stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as units in combination with other securities as described in this prospectus. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. 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 also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. You should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together with the additional information described under “Where You Can Find More Information,” before buying any of the securities being offered. 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 or on behalf of us or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus does not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor does this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated 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 and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of 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. The statements that we make This prospectus contains summaries of certain provisions contained in this prospectus or in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the section entitled “Where You Can Find More Information.” Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Data Storage,” “the Company,” “we,” “us,” “our” and similar references refer to Data Storage Corporation, an entity incorporated under the laws of the State of Nevada, and where appropriate our consolidated subsidiaries. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. Data Storage Corporation, a Nevada corporation (“Data Storage,” “the Company,” “we,” “us,” and “our”), is headquartered in Melville, New York. We leverage our expertise through our two subsidiaries: CloudFirst Technologies Corporation, a Delaware corporation (“CloudFirst Technologies”), and Nexxis Inc., a Nevada corporation (“Nexxis”). Through these subsidiaries, we provide solutions and services to a broad range of clients in various industries, including healthcare, banking and finance, distribution services, manufacturing, construction, education, and government. Our subsidiaries maintain robust business development teams and independent distribution channels. In response to a capital raise and Nasdaq uplisting in 2021, we expanded our distribution networks and bolstered our team, focusing on enhancing our sales, marketing, and technological capabilities. We operate in six geographically diverse data centers across the U.S. and Canada, supporting our commitment to providing secure and reliable subscription-based services. Recognizing the urgent need for reliable and efficient IT solutions, we aim to tap into the growing demand for managed cloud and cybersecurity services. CloudFirst Technologies is positioned to capture a significant share of management’s estimate of the $36 billion annual recurring revenue market in the U.S. and Canada. Our IBM platform, with assets deployed in six data centers, aligns with IBM’s estimate that 10% of workloads will migrate to cloud-based solutions annually. Our offerings are designed to support a spectrum of needs, from cloud-based IBM Power System deployments for critical workloads to comprehensive disaster recovery and cybersecurity protections. Our focus on hybrid cloud deployments ensures that data and workloads remain secure against various threats.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC’s rules allow us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important deemed to be part of this prospectus. Information , and subsequent information that we file subsequently with the SEC will automatically update and supersede previously filed information as applicable. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus. In other words, in prospectus to the case of extent that a conflict or inconsistency between information set forth statement contained in this prospectus and/or modifies or replaces that statement. Since information that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or any accompanying prospectus supplement or in any documents previously incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterhave been modified or superseded. We incorporate by reference the into this prospectus our documents listed below and any future filings we make made by us with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after between the date of this prospectus and prior to the termination of the offering made of the securities described in this prospectus (in each case, other than information deemed furnished and not filed in accordance with SEC rules, including pursuant to this prospectus: • Our Items 2.02 and 7.01 of Form 8-K or corresponding information furnished under Item 9.01 or included in a furnished exhibit, except as stated specifically below): · our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC on March 2616, 2024, as amended by the Annual 2020; · our Quarterly Report on Form 10-K/A filed with Q for the SEC on fiscal quarter ended March 2731, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A2020, filed with the SEC on April May 15, 2020; · our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 20242020, filed with the SEC on August 14, 2020; • Our · our Current Reports on Form 8-K, filed with the SEC on January 31, 2020; March 2620, 2024 and 2020; March 23, 2020; April 6, 2020; April 29, 2020; May 7, 2020; June 4, 20242020; July 6, 2020; July 10, 2020; July 30, 2020; August 3, 2020; September 4, 2020; and • September 11, 2020; and · The description of our Class A common stock contained in Exhibit 4.5 to our Registration Statement Annual Report on Form 810-A filed October 3K for the year ended December 31, 20052019, including any amendment or report filed with the SEC on March 16, 2020, including any other amendment or reports filed for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC In addition, all reports and other documents we may file pursuant to Item 2.02 Sections 13(a), 13(c), 14 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all 15(d) of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of Exchange Act after the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the initial registration statement, statement of which this prospectus forms a part, or as and prior to effectiveness of such registration statement, shall be deemed to be incorporated by reference into this prospectus. The file number for all such filings is 001-35798. You may request a free copy of these filings (other than an exhibit to the documents a filing unless that exhibit is specifically incorporated by reference. You can obtain copies of these documents from the SEC reference into that filing) by writing or from us, telephoning us as described above.follows:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information prospectus supplement, and information that we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any future filings we make made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior 1934 made subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to supplement until the termination of the offering made pursuant to of the securities described in this prospectusprospectus supplement (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We incorporate by reference the following documents or information that we have filed with the SEC: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2021 filed with the SEC on March 2614, 2024, as amended by 2022 (the Annual Report on “2021 Form 10-K/A filed with ”) (including the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into portions of our Annual Report from our definitive proxy statement Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 3021, 20242022, incorporated by reference therein); • Our our Current Reports Report on Form 8-KK filed with the SEC on January 26, 2022 ; and • the description of our ordinary shares and ADSs contained in our registration statement on Form 8-A, filed with the SEC under the Exchange Act on March 26April 30, 2024 and April 42015, 2024; and • The description of our Class A common stock contained in our Registration Statement on as updated by Exhibit 4.4 to the 2021 Form 810-A filed October 3, 2005K, including the “Description of Ordinary Shares” and the “Description of American Depositary Shares” contained therein and any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written will be deemed to be modified or telephonic request superseded to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided extent that a statement contained in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person subsequently filed supplement to provide information other than that provided in this prospectus, any supplement or document deemed to this prospectus or any other offering materials we may use. You should assume that the information in be incorporated by reference into this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus modifies or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration supersedes such statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies may request a copy of these documents from filings at no cost, by writing or telephoning us at the SEC or from us, as described above.following address:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file have filed with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important deemed to be part of this prospectus supplement and the accompanying prospectus. Information , and subsequent information that we file subsequently with the SEC Securities and Exchange Commission will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus. In other words, in prospectus supplement and accompanying prospectus to the case of extent that a conflict or inconsistency between information set forth statement contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on supplement or the information contained in the document accompanying prospectus modifies or replaces that was filed laterstatement. We incorporate by reference the our documents listed below and any future filings we make made by us with the SEC Securities and Exchange Commission under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains in this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after between the date of this prospectus supplement and prior to the termination of the offering made of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the Securities and Exchange Commission, including our Compensation Committee report and performance graph or any information furnished pursuant to this prospectusItems 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the Securities and Exchange Commission: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 26Securities and Exchange Commission onMarch 31, 2024, 2022 (as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27May 2, 2024 (together, the “Annual Report”2022); • The information specifically incorporated by reference into our Annual Quarterly Report from our definitive proxy statement on Schedule 14AForm 10-Q for the quarter ended March 31, 2022, filed with the SEC on April 30onMay 16, 20242022; • Our our Current Reports on Form 8-K, K filed with the SEC on Securities and Exchange Commission onMarch 22, 2022, March 2624, 2024 2022, April 28, 2022 and April 4May 2, 20242022; and • The the description of our Class A the Company’s common stock and warrants contained in our Registration Statement on the Form 8-A filed October 3with the Securities and Exchange Commission on September 17, 20052018, as amended by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendment amendments thereto or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this prospectus shall be deemed to incorporate offering, including, but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic Securities and current reports. We think these reports provide additional information about our company which prudent investors find important. We Exchange Commission, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with supplement and the accompanying prospectus and deemed to be part of this prospectus, upon written or telephonic request to us at our principal executive offices at prospectus supplement and the following telephone number accompanying prospectus from the date of the filing of such reports and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationsdocuments. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. You may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: 00 Xxxxxx Xxxxx Xxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 You may also access the documents incorporated by reference in this prospectus through our website at xxx.xxxxxx.xxx. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part. We are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that provided contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is xxx.xxx.xxx. We make available free of charge on or through our website at xxx.xxxxxx.xxx, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at xxx.xxx.xxx. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, xxx.xxxxxx.xxx. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. 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 $75,000,000. We will provide specific terms of any offering 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 in this prospectus before you purchase any of the securities offered hereby. 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 underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.” Our common stock is listed on The Nasdaq Capital Market under the symbol “BSGM.” On December 30, 2020, the last reported sale price of our common stock was $4.13 per share as reported on The Nasdaq Capital Market. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. The date of this prospectus is January 12, 2021 TABLE OF CONTENTS Page About This Prospectus ii Cautionary Statement Regarding Forward-Looking Statements 1 Prospectus Summary 3 Risk Factors 6 Use of Proceeds 7 Description of Capital Stock 8 Description of Warrants 12 Description of Units 14 Plan of Distribution 15 Legal Matters 18 Experts 18 Where You Can Find More Information 18 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $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 a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in the prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities. You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any other offering materials we may useprospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement and or any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by referenceapplicable documents, regardless of the time of delivery of this prospectus or any sale of securities. The statements Our business, financial condition, results of operations and prospects may have changed since that we make date. All references in this prospectus to “BioSig,” the “Company,” “we,” “us,” “our,” or in any document incorporated by reference in this prospectus about similar terms refer to BioSig Technologies, Inc. and its subsidiaries taken as a whole, except where the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, context otherwise requires or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described aboveotherwise indicated.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference the information and reports we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthese documents. The information incorporated by reference is an important part of this prospectus. Information prospectus supplement, and information that we file subsequently after the date hereof with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information already incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterreference. We incorporate are incorporating by reference the documents listed below and any filings we make below: ∎ Annual Report on F orm 10-K for the year ended December 31, 2020 filed with the SEC under Sections 13(a)on February 12, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our 2021; ∎ The information specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 312, 20242021, from our Definitive Proxy Statement on S chedule 14A relating to our 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021; ∎ Quarterly Report on F orm 10-Q for the quarter ended March 31, 2021, filed with the SEC on March 26May 5, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our ∎ Current Reports on Form 8-K, K filed with the SEC on March 26J anuary 8, 2024 2021, J anuary 21, 2021 and April 4A pril 16, 20242021; and • ∎ The description of our Class A common stock contained in our Registration Statement registration statement on Form F orm 8-A (File No. 001-36276) filed October 3with the SEC on January 24, 20052014, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents we file with the SEC pursuant to Item Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed incorporated by reference in this prospectus supplement and to be a part of this prospectus supplement from the date of filing of those documents, with the exception of any portion of any report or document that is not deemed “filed” under such provisions on or after the date of this prospectus supplement, until the earlier of the date on which: (1) all of the securities registered hereunder have been sold; or (2) the registration statement of which this prospectus supplement is a part has been withdrawn. Under no circumstances will any information filed under current items 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to be deemed incorporated herein by reference unless such Form 8-K)K expressly provides to the contrary. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We Upon written or oral request, we will provide without charge to each person, including any beneficial owner, person to whom a copy of the prospectus supplement is delivereddelivered a copy of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, a copy of by writing, calling or emailing us at the contact information set forth below. We have authorized no one to provide you with any or all of the documents information that are incorporated by reference into differs from that contained in this prospectus but not delivered with this prospectussupplement. Accordingly, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationswe take no responsibility for any other information that others may give you. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the any date on its cover page and that any information in a document we have incorporated by reference is accurate only as of other than the date of the document incorporated by reference. The statements that we make in front cover of this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovesupplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information is 001-38052. The documents incorporated by reference into this prospectus, prospectus contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242017, filed with the SEC on March 269, 2024, as amended by the Annual 2018; • our Quarterly Report on Form 10-K/A Q for the quarterly period ended March 31, 2018, filed with the SEC on March 27May 11, 2024 (together, the “Annual Report”)2018; • The the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 from our definitive proxy statement on Schedule 14A14A (other than information furnished, rather than filed) filed with the SEC on April 30, 20242018; • Our our Current Reports on Form 8-KK (other than information furnished, rather than filed) filed with the SEC on January 12, 2018, February 13, 2018, April 19, 2018 and May 23, 2018; and • the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052017, including any amendment all amendments or report reports filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than Current Reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents by writing us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx0000 Xxxxxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Attn: Corporate Secretary or telephoning us at (000) 000-0000, Attn: Investor Relations. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or is 001-37894. The documents incorporated by reference into this prospectus contain important information that you should read about us. The following documents are incorporated by reference into this prospectus, you should rely : • our Current Reports on the information contained in the document that was Form 8-K filed later. We incorporate by reference the documents listed below and any filings we make with the SEC on M ay 4, 2020, M ay 27, 2020, J uly 27, 2020, A ugust 4, 2020 and A ugust 5, 2020 (in each case, except for the information furnished under Sections 13(aItems 2.02 or 7.01 in any Current Report on Form 8-K); • our Quarterly Reports on Form 10-Q filed with the SEC on M ay 6, 13(c)2020 and A ugust 5, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: 2020; • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2019 filed with the SEC on March 26M arch 13, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2020; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A initially filed October 3on S eptember 26, 20052016, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in ; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents. We also incorporate information by reference into this prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressincluding exhibits which are specifically incorporated by reference into such documents. Requests should be directed to: 000 Xxxxxxxx XxxxxxxFulgent Genetics, XxxxxxxxxInc., Attn: Investor Relations, 0000 Xxxxx 00000Xxxxx Xxxxxx, Suite 205, Temple City, California 91780, telephone: (000) 000-0000, Attn: Investor Relations. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated we incorporate by reference is an important part of this prospectus. Information prospectus supplement, and certain information that we will later file subsequently with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and as well as any future filings we make made with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior supplement until we sell all of the securities under this prospectus supplement, except that we do not incorporate any document or portion of a document that is “furnished” to the termination of SEC, but not deemed “filed.” The following documents filed with the offering made pursuant to SEC are incorporated by reference in this prospectusprospectus supplement: • Our ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC onMarch 28, 2023, including the portions of our Definitive Proxy Statement on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 Schedule 14A (together, the “Annual Report”); • The other than information specifically furnished rather than filed) that are incorporated by reference into our Annual ourAnnual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8Form10-K, filed with the SEC on April 28, 2023; ● our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, filed with the SEC onApril 27, 2023 and July 27, 2023; ● our Current Reports on Form 8-K filed with the SEC onFebruary 16, 2023, April 26, 2024 2023 and April 4June 12, 20242023; and • The ● the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3with the SEC onMay 6, 20052015 and August 8, 2016, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information furnished to but not filed supplement additional documents that we may file with the SEC pursuant to Item 2.02 under Sections 13(a), 13(c), 14 or Item 7.01 15(d) of Form 8-K (or corresponding the Exchange Act, excluding, in each case, information deemed furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or not filed until we sell all of the documents that securities we are offering. Any statements contained in a previously filed document incorporated by reference into this prospectus but not delivered with supplement is deemed to be modified or superseded for purposes of this prospectusprospectus supplement to the extent that a statement contained in this prospectus supplement, upon written or telephonic request in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. We will provide to us you at our principal executive offices at the following telephone number no cost a copy of any and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on all of the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to into the registration statement, statement of which this prospectus forms supplement is a part, or as an exhibit to the documents incorporated by reference. You can obtain may make a request for copies of these documents this information in writing or by telephone. Requests should be directed to: We may issue from time to time in one or more offerings, in amounts, at prices and on terms determined at the SEC or from ustime of offering, as described above.any combination of (i) common stock,

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information we file with the SEC, which means that we can them. This allows us to disclose important information to you by referring you to the documents that contain such informationthose publicly filed documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement. 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 incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference is an important part of this prospectushave been modified or superseded. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this This prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate supplement incorporates by reference the documents listed below (File No. 001-38161) and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act (in each case, other than those documents or the portions of 1934those 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 year ended December 31, as amended2020 (including the information in Part III incorporated therein by reference from our Definitive Proxy Statement on Schedule 14A); • Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021; • our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC onFebruary 19, 2021 (solely with respect to Item 5.02), March 18, 2021, May 21, 2021, and July 15, 2021 (solely with respect to Item 5.02); and • the description of our common stock contained in the Registration Statement onForm 8-A filed on July 20, 2017, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (i) including those made after the date of the initial filing of the registration statement that contains of which this prospectus supplement is a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to until we file a post-effective amendment that indicates the termination of the offering of the shares of our common stock made by this prospectus supplement and will become a part of this prospectus supplement from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus supplement. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We may offer and sell from time to time in one or more offerings shares of our common stock, shares of our preferred stock, warrants, subscription rights, units or debt securities for an aggregate offering price of $200,000,000. Any of these securities may be offered separately or in combination at prices and on other terms to be determined at the time of the offering. Each time we offer any securities pursuant to this prospectus: • , we will provide a prospectus supplement that will provide the specific terms of the securities to the extent those terms are not described in this prospectus or are different from the terms described in this prospectus. The prospectus supplements may also add to, update or change information contained in this prospectus. In addition, we may supplement, update or change any of the information contained in this prospectus by incorporating information by reference into this prospectus. You should read this prospectus, any applicable prospectus supplements and any documents incorporated by reference carefully before you invest. We may offer these securities directly to investors, through agents, underwriters or dealers, or through a combination of these methods. Each applicable prospectus supplement will provide the terms of the plan of distribution relating to the specific offering. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. Our Annual Report common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CLXT.” On September 13, 2019, the closing sale price of our common stock on Nasdaq was $7.71 per share. Investing in our securities involves risks. See “Risk Factors” on page 4 and any risk factors included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before investing in our securities. ABOUT THIS PROSPECTUS ii SUMMARY 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 6 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF SUBSCRIPTION RIGHTS 14 DESCRIPTION OF UNITS 15 DESCRIPTION OF DEBT SECURITIES 16 PLAN OF DISTRIBUTION 23 VALIDITY OF THE SECURITIES 25 EXPERTS 25 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 26 WHERE YOU CAN FIND ADDITIONAL INFORMATION 26 This prospectus is part of a registration statement on Form 10-K for the fiscal year ended February 3, 2024, S-3 that we filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 Securities and Exchange Commission (together, the “Annual ReportSEC”); • The information specifically incorporated by reference into our Annual Report ) utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from our definitive proxy statement on Schedule 14A, filed with time to time any combination of the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing securities described in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 in one or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredmore offerings in amounts, at no cost, a copy of any or all prices and on terms that we determine at the time of the offering. This prospectus and the documents that are incorporated we incorporate by reference into this prospectus but not delivered provide you with a general description of the securities under this shelf registration statement. In connection with a specific offering, we may provide a prospectus supplement and may also provide you with a free writing prospectus that will contain specific information about the terms of that offering. The prospectus supplement or free writing prospectus, if any, may also add to, update or change information contained in this prospectus. Before purchasing any securities, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You you should rely only on the information incorporated by reference or provided in carefully read both this prospectus, any applicable accompanying prospectus supplement to this and any free writing prospectus prepared by or any other offering materials we may use. We have not authorized any person to provide on behalf of us, together with the additional information other than that provided described under the heading “Where You Can Find Additional Information” in this prospectus. When we use the terms “we,” “us,” the “Company,” or “our” in this report, any supplement unless the context otherwise requires, we are referring to Calyxt, Inc. When we use the term “Cellectis” we are referring to Cellectis S.A., our majority stockholder. We own the name and trademark, Calyxt® and Calyno™; we also own or license other trademarks, trade names and service marks of Calyxt appearing in this this prospectus and any prospectus supplement or any free writing prospectus. The name and trademark, “Cellectis®” and “TALEN®”, and other offering materials we may use. You should assume that the information trademarks, trade names and service marks of Cellectis appearing in this prospectus and any prospectus supplement or free writing prospectus are the property of Cellectis. This prospectus, any prospectus supplement and any free writing prospectus may also contain additional trade names, trademarks and service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. We are a healthy food ingredient company. We leverage proprietary intellectual property, our technical expertise, and anend-to-end supply chain toward our mission of “Making the Food You Love a Healthier Choice™”. Using our proprietary technologies and expertise, including XXXXX xxxx-editing technology exclusively licensed to us in the field of agriculture, we develop food crops with targeted traits quickly and more cost effectively than traditional methods. Our technologies enable precise cuts to DNA in a single plant cell. This allows us to use the plant’s natural repair machinery to make our desired genome edit and regenerate the single cell into a full plant that includes this gene edit. We believe that we can identify a consumer need and develop a product from “concept to fork” in cycles as short as six years by utilizing these proprietary technologies. We believe that we are well-positioned to address consumer preferences that are evolving to demand healthier, more nutritionally rich foods. To bring our consumer-centric products to the marketplace, we intend to repurpose and leverage existing supply chain capacity by contracting, tolling or partnering with players in the existing supply chain, such as seed production companies, seed distributors, farmers, crushers, millers, and refiners. We expect this will allow us to apply our resources to maximizing innovation and product development while minimizing our capital expenditures and overhead. We intend to strategically out-license our intellectual property to maximize our market opportunity. Our first commercial products are oil and meal derived from a High Oleic Soybean designed to produce a healthier oil that has increased heat stability with zero grams of trans fat per serving. We completed our first sales of our High Oleic Soybean Oil and High Oleic Soybean Meal in the first quarter of 2019. Among our other product candidates are other soybean products and a High Fiber Wheat. Our current commercial focus is North America. This may expand over time to other geographies, subject to customer demand and regulatory requirements, among other factors. We also intend to explore the ability to add value through our existing product candidates once they are commercialized by combining traits in the same crop, which may allow us to deliver products with additional benefits without adding significant cost. Prior to our initial public offering materials (“IPO”) on July 25, 2017, we may use is accurate only as were a wholly-owned subsidiary of Cellectis S.A. As of June 30, 2019, Cellectis owned approximately 69.1% of our outstanding common stock. In connection with the IPO, we and Xxxxxxxxx entered into certain agreements that relate to our relationship with Cellectis and provide a framework for our ongoing relationship with Cellectis. These agreements include a management services agreement, pursuant to which Cellectis provides certain support functions on a centralized basis and allocates a portion of the date expense to us; a Stockholders Agreement, (as defined below), which provides Cellectis with certain contractual rights as long as it maintains threshold beneficial ownership levels in our shares; and a license agreement, pursuant to which we hold an exclusive, worldwide license in plants to key intellectual property owned by Cellectis. Calyxt was incorporated in the State of Delaware in 2010. Our corporate headquarters is located at 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and our phone number is (000) 000-0000. Our filings with the SEC are posted on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by referenceout corporate website at xxx.xxxxxx.xxx. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a partinformation contained in, or as an exhibit to accessible through, our corporate website does not constitute part of this prospectus. Our common stock is listed on the documents incorporated by reference. You can obtain copies of these documents from Nasdaq Global Market under the SEC or from us, as described abovesymbol “CLXT.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information documents incorporated by reference into this prospectus, prospectus supplement contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectussupplement: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242018, filed with the SEC on March 2622, 20242019, as amended by including the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report on Form 10-K from our definitive proxy statement for the 2019 Annual Meeting of Stockholders; • our Quarterly Report on Schedule 14AForm 10-Q for the period ended March 31, 2019, filed with the SEC on April May 10, 2019; • our Quarterly Report on Form 10-Q for the period ended June 30, 2024; • Our Current Reports on Form 8-K2019, filed with the SEC on March 26August 12, 2024 2019; • our Current Report on Form 8-K as filed with the SEC on June 3, 2019 and April 4our Current Report on Form 8-K reporting pursuant to Items 5.02 and 9.01 of Form 8-K filed with the SEC on August 5, 20242019; and • The the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A A, filed October 3with the SEC on September 26, 20052016, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in ; and We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents exhibits filed on such form that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request related to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000such items) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from us with the SEC pursuant to Sections 13(a), 13(c), 14 or from us, as described above.15(d) of the Exchange Act

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file subsequently later with the SEC will automatically update and supersede the information in this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated We also incorporate by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference prospectus the documents listed below and any future filings we make made by us with the SEC (other than current reports or portions thereof furnished under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (or corresponding information furnished under Item 9.01 or included as an exhibit i) after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement, and (ii) after the effectiveness of the registration statement but prior to the termination of the offering of the securities covered by this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 10, 2020; • our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020 and June 30, 2020 filed with the SEC on June 18, 2020 and August 13, 2020, respectively; • our Current Reports on Form 8-K). We encourage you to read K (other than information furnished rather than filed) filed with the SEC on January 30, 2020, March 2, 2020, April 6, 2020, April 20, 2020, April 24, 2020, May 5, 2020, May 14, 2020, June 19, 2020, July 2, 2020, August 14, 2020, August 24, 2020 and August 26, 2020; and • the description of our periodic and current reports. We think these common stock which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed on August 17, 2018, including any amendment or reports provide additional information about our company which prudent investors find importantfiled for the purposes of updating this description. We will provide furnish without charge to each person, including any beneficial owner, to whom a this prospectus is delivered, at no costupon written or oral request, a copy of any or all of the documents that are document incorporated by reference into this prospectus but not delivered with this prospectusreference. You should direct any requests for documents to Bionano Genomics, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, XxxxxxxxxInc. 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, ; telephone: (000) 000-0000, Attn: Investor Relations. You should rely only on In accordance with Rule 412 of the information incorporated by reference or provided in this prospectusSecurities Act, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information statement contained in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you subsequently filed document which also is or is deemed to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents be incorporated by reference. You can obtain copies of these documents from the SEC reference herein modifies or from us, as described abovesupersedes such statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” into this This prospectus the information supplement is part of a registration statement that we file have filed with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important considered to be part of this prospectusprospectus supplement. Information that we file subsequently Any reports filed by us with the SEC subsequent to the date of this prospectus supplement will automatically update this prospectus. In other wordsand, in the case of a conflict or inconsistency between where applicable, supersede any information set forth contained in this prospectus and/or information supplement and any document incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterherein. We incorporate by reference the documents into this prospectus supplement our filings listed below and any future filings that we make may file with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus supplement until all of the securities offered by this prospectus supplement and prior the accompanying prospectus have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the termination of SEC that is not deemed filed is not incorporated by reference in this prospectus supplement. This prospectus supplement incorporates by reference the offering made pursuant to this prospectusdocuments set forth below that have been previously filed with the SEC: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 26February 27, 2024, as amended by the Annual 2023; • our Quarterly Report on Form 10-K/A filed with Q for the SEC on quarter ended March 2731, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A2023, filed with the SEC on April 30May 10, 20242023; • Our our Current Reports on Form 8-K, filed with the SEC on January 10, 2023, March 263, 2024 2023, April 5, 2023 and April 4June 13, 20242023; and • The the description of our Class A common stock contained shares referenced in our Registration Statement on Form 8-A (No. 001-40966), as filed with the SEC on October 326, 20052021, including any amendment or report filed with the SEC for the purpose of updating such descriptiondescription prior to the termination of this offering of our common shares. Nothing See “Available Information” in this the accompanying prospectus shall for information on how to obtain a copy of these filings. Blackstone Secured Lending Fund (the “Company,” “we,” “us,” or “our”) is a specialty finance company that invests primarily in the debt of private U.S. companies. We focus on investing in privately originated senior secured loans which are generally debt instruments that pay floating interest rates and rank ahead of subordinated debt and equity, where we believe lender protections are stronger and offer superior return opportunities as compared to broadly syndicated loans and public market debt instruments. The companies we lend to are oftentimes backed by financial sponsors who can make operational improvements and provide capital. Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We are a non-diversified, closed-end management investment company that has elected to be deemed to incorporate information furnished to but not filed with regulated as a business development company (“BDC”) under the SEC pursuant to Item 2.02 or Item 7.01 Investment Company Act of Form 8-K 1940, as amended (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-Kthe “1940 Act”). We encourage you are externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”), a subsidiary of Blackstone Alternative Credit Advisors LP (collectively with its affiliates in the credit-focused business of Blackstone Inc., “Blackstone Credit”). Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its credit reporting segment. Blackstone Credit, together with its non-credit-focused affiliates within Blackstone Inc. is referred to read herein as “Blackstone.” Under normal market conditions, we generally invest at least 80% of our periodic total assets (net assets plus borrowings for investment purposes) in secured debt investments. Our portfolio is composed primarily of first lien senior secured and current reportsunitranche loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans and other debt and equity securities. We think these reports provide additional information about do not currently expect to focus on investments in issuers that are distressed or in need of rescue financing. Our common shares of beneficial interest (“common shares”), preferred shares of beneficial interest (“preferred shares”), debt securities, subscription rights to purchase our company securities or warrants representing rights to purchase our securities (collectively, the “securities”) may be offered at prices and on terms to be disclosed in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. The securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which prudent investors find importantsuch amount may be calculated. See “Plan of Distribution” in this prospectus. We will provide may not sell any of the securities pursuant to each personthis registration statement through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities. Our common shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “BXSL.” On July 15, 2022, the last reported sales price of our common shares on the NYSE was $23.18 per share. The net asset value per share of our common shares at March 31, 2022 (the last date prior to the date of this prospectus for which we reported net asset value) was $26.13. securities, you should read the discussion of the material risks of investing in our securities, including the risk of leverage, in “Risk Factors” beginning on page 29 of this prospectus, Part I, Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K, Part II, Item 1A “Risk Factors” in our most recent Quarterly Report on Form 10-Q, as well as in any beneficial ownerof our subsequent SEC filings, to whom and in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connection with a prospectus is deliveredspecific offering, at no cost, a copy of any or all of and under similar headings in the other documents that are incorporated by reference into this prospectus. This prospectus but not delivered contains important information you should know before investing in our securities. Please read this prospectus before investing and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with this prospectus, upon written or telephonic request to the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx XxxxxxxXxxx Xxxxxx, Xxxxxxxxx00xx Xxxxx, Xxxxx Xxx Xxxx, Xxx Xxxx 00000, calling us at (000) 000-00000000 or visiting our corporate website located at xxx.xxxx.xxx. The SEC also maintains a website at xxxx://xxx.xxx.xxx that contains this information. Information on our website and the SEC’s website is not incorporated into or a part of this prospectus. The date of this prospectus is July 25, Attn: Investor Relations2022. You should rely only on TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 OFFERINGS 21 FINANCIAL HIGHLIGHTS 27 RISK FACTORS 29 POTENTIAL CONFLICTS OF INTEREST 30 USE OF PROCEEDS 33 PRICE RANGE OF COMMON SHARES 34 DISTRIBUTIONS 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 THE COMPANY 39 SENIOR SECURITIES 40 PORTFOLIO COMPANIES 42 MANAGEMENT 64 MANAGEMENT AND OTHER AGREEMENTS 70 CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS 71 DETERMINATION OF NET ASSET VALUE 73 DIVIDEND REINVESTMENT PLAN 74 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 75 DESCRIPTION OF OUR SHARES 81 DESCRIPTION OF OUR PREFERRED SHARES 88 DESCRIPTION OF OUR SUBSCRIPTION RIGHTS 89 DESCRIPTION OF OUR WARRANTS 91 DESCRIPTION OF OUR DEBT SECURITIES 93 REGULATION 109 PLAN OF DISTRIBUTION 110 CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR 112 BROKERAGE ALLOCATION AND OTHER PRACTICES 112 LEGAL MATTERS 112 EXPERTS 112 AVAILABLE INFORMATION 112 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 114 Statistical and market data used in this prospectus has been obtained from governmental and independent industry sources and publications. We have not independently verified the data obtained from these sources. Forward-looking information incorporated by reference or obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this prospectus, for which the safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act is not available. We have not authorized anyone to give you any information other than in this prospectus, any prospectus supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this free writing prospectus or any information that we have incorporated by reference herein or therein and we take no responsibility for any other offering materials we information that others may usegive you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus, any prospectus supplement and supplements or any other offering materials we may use free writing prospectus is accurate only as of the date on its cover page their respective front covers. Our business, financial condition and prospects may have changed since that any information in a document date. To the extent required by applicable law, we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in will update this prospectus or in any document incorporated by reference in this prospectus about during the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you offering period to copies of those documents that are filed as exhibits reflect material changes to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedisclosure herein.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference into this prospectus the information and reports we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthese documents. The information incorporated we incorporate by reference into this prospectus is an important considered to be a part of this prospectus. Information that Because we file subsequently are incorporating by reference future filings with the SEC will automatically update SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. In other words, in This means that you must look at all of the case SEC filings that we incorporate by reference to determine if any of a conflict or inconsistency between information set forth the statements in this prospectus and/or information or in any document previously incorporated by reference into have been modified or superseded. The SEC file number for the documents incorporated by reference in this prospectus, you should rely on the information contained in the document that was filed laterprospectus is 001-41019. We incorporate This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934(in each case, as amended, other than those documents or the Exchange Actportions of those documents not deemed to be filed), (i) after until the initial filing offering of the securities under the registration statement that contains is terminated or completed. The following documents are incorporated by reference into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 26onMarch 16, 20242023, as amended by the our Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14AA, filed with the SEC on April 30May 1, 20242023; • Our our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 15, 2023; • our Current Reports on Form 8-K, K filed with the SEC on January 3, 2023, March 23, 2023, March 30, 2023, April 6, 2023, April 20, 2023, May 18, 2023, May 26, 2024 2023 and April 4June 30, 20242023, to the extent such information is filed and not furnished; and • The the description of our Class A common stock contained set forth in our Registration Statement the registration statement on Form 8-A filed October 3(File No. 001-41019) registering our Class A common stock under Section 12 of the Exchange Act, 2005, including any amendment or report which was filed with the SEC on November 3, 2021, including any amendments or reports filed for the purpose purposes of updating such description. Nothing Upon request, either orally or in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We writing, we will provide provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, upon written or telephonic request to at no cost by writing us at our principal executive offices at the following telephone number and address: Bird Global, Inc., 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx XX 000xx Xxxxxx #00000, Xxxxx, Xxxxxxx 00000, Attention: Investor Relations, or by calling us at (000) 000-0000. You may also access these documents, Attn: Investor Relationsfree of charge on the SEC’s website xxxxx.xxx.xxx or on our website at xxx.xxxx.xx. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone to provide information other than that provided you with different information. We are not making an offer of these securities in this prospectus, any supplement to this prospectus or any other offering materials we may usestate where the offer is not permitted. You should not assume that the information in this prospectusprospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents. From time to time we may offer and sell up to $25,000,000 in the aggregate of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer and sell securities, we will file a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers, and agents, or directly to purchasers, or through a combination of these methods, which may be 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 and in the applicable prospectus supplement. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. As of July 10, 2023, the aggregate market value of our outstanding Class A common stock held by non-affiliates, or public float, as calculated pursuant to the rules of the Securities and Exchange Commission, was approximately $40.4 million, based on 12,872,589 shares of outstanding Class A common stock (including 1,381,398 shares of Class A common stock issuable upon conversion of Class X common stock), of which approximately 2,391,525 shares were held by affiliates, and a price of $3.85 per share, which was the price at which our Class A common stock was last sold on the New York Stock Exchange on April 24, 2023. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12- calendar-month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. Our Class A common stock is traded on the New York Stock Exchange under the symbol “BRDS.” On June 22, 2023, the last reported sale price of our Class A common stock was $2.20 per share. The applicable prospectus supplement will contain information, where applicable, as to any other offering materials listing on the New York Stock Exchange or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. Refer to the section entitled “Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company” in this prospectus for additional information. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 5 of this prospectus and in any applicable prospectus supplement and related free writing prospectus we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should read this entire prospectus carefully before you make your investment decision. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 USE OF PROCEEDS 7 SECURITIES THAT WE MAY OFFER 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 19 DESCRIPTION OF WARRANTS 25 LEGAL OWNERSHIP OF SECURITIES 27 PLAN OF DISTRIBUTION 30 LEGAL MATTERS 32 EXPERTS 33 WHERE YOU CAN FIND MORE INFORMATION 34 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 35 Page ABOUT THIS PROSPECTUS SUPPLEMENT S-1 PROSPECTUS SUPPLEMENT SUMMARY S-2 THE OFFERING S-5 RISK FACTORS S-7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS S-11 USE OF PROCEEDS S-13 DILUTION S-14 PLAN OF DISTRIBUTION S-16 LEGAL MATTERS S-17 EXPERTS S-18 WHERE YOU CAN FIND MORE INFORMATION S-19 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-20 INFORMATION NOT REQUIRED IN PROSPECTUS II-1 SIGNATURES II-5 POWER OF ATTORNEY II-6 This prospectus is a part of a registration statement on Form S-3 we filed with the SEC utilizing a “shelf” registration process. Under this “shelf” registration statement, we may use sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $25,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of the offering. 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 also add, update or change information contained in this prospectus, or in any documents that we have incorporated by reference into this prospectus. 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 any of the securities offered. 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 or on behalf of us 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 only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of 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. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contain summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectusprospectus supplement. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus supplement and/or information incorporated by reference into this prospectusprospectus supplement, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after the date of this prospectus supplement and prior to the termination of the offering made pursuant to this prospectus supplement and the accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2024; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024, April 4, 2024 and April 4May 17, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company Company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with this prospectusprospectus supplement, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus supplement, the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus supplement, the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus supplement, the accompanying prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus supplement, the accompanying prospectus, or in any document incorporated by reference in this prospectus supplement or the accompanying prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus supplement forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectusprospectus supplement. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus supplement and/or information incorporated by reference into this prospectusprospectus supplement, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after the date of this prospectus supplement and prior to the termination of the offering made pursuant to this prospectus supplement and the accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2024; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024, April 4, 2024, May 17, 2024, May 17, 2024, May 24, 2024 and April 4June 7, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company Company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with this prospectusprospectus supplement, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus supplement, the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus supplement, the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus supplement, the accompanying prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus supplement, the accompanying prospectus, or in any document incorporated by reference in this prospectus supplement or the accompanying prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus supplement forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate Assertio files annual, quarterly and current reports, proxy statements and other information with the SEC. Assertio’s SEC filings are available to the public from commercial retrieval services and are available at the Internet website maintained by the SEC at xxx.xxx.xxx. The filings are also available on Assertio’s website at xxxx://xxx.xxxxxxxxxx.xxx. The information contained in Assertio’s website does not constitute a part of this Joint Proxy Statement/Prospectus. Assertio is ‘‘incorporating by reference” ’’ into this prospectus Joint Proxy Statement/Prospectus the information we file in certain documents that Xxxxxxxx previously filed with the SEC, which means that we Assertio can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectusJoint Proxy Statement/Prospectus. Information that we file subsequently with Any reports filed by Assertio on or after the SEC will automatically update date of this prospectusJoint Proxy Statement/Prospectus supersede any information contained, or incorporated by reference, herein. In other words, in the case of a conflict or inconsistency between information set forth Assertio incorporates by reference in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference Joint Proxy Statement/Prospectus the documents listed below and any filings we make on or after the date hereof that Assertio makes with the SEC under Sections Section 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or amended (the ‘‘Exchange Act’’), (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K. The future filings with the SEC made by Assertio will automatically update and supersede any inconsistent information in this prospectus: Joint Proxy Statement/Prospectus and any earlier dated incorporated document. • Our Assertio’s Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC on March 2610, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2020; and • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Assertio’s Current Reports on Form 8-KK filed on January 13, filed with the SEC on 2020, January 16, 2020, February 7, 2020, February 13, 2020, February 20, 2020, and March 2617, 2024 2020. This Joint Proxy Statement/Prospectus does not incorporate by reference any documents or portions thereof or exhibits thereto specifically listed above that are deemed furnished and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)SEC. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, You may also request a copy of any or all of the documents referred to above that are have been or will be incorporated by reference into this prospectus but not delivered with this prospectusJoint Proxy Statement/Prospectus (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, upon written or telephonic request by writing to us Assertio at our principal executive offices at the following 000 Xxxxx Xxxxxxxx Xxxx, Suite 300, Lake Forest, Illinois, 60045, and Assertio’s telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, is (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information contained in documents that we file with the SEC, which it. This means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference into this prospectus is an important part of this prospectus. Information that , and information we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act prior to the date that the offering of 1934the securities by means of this prospectus is completed or terminated, as amended, or including all such documents we may file with the Exchange Act, (i) SEC after the date of the initial filing registration statement and prior to the effectiveness of the registration statement that contains this prospectus (other than, in each case, documents or information deemed to have been furnished and prior to effectiveness of such registration statementnot filed in accordance with SEC rules, and (ii) including Current Reports on Form 8-K furnished under Item 2.02 or after the date of this prospectus and prior to the termination of the offering made Item 7.01, including any financial statements or exhibits relating thereto furnished pursuant to this prospectus: • Our Item 9.01): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242020, filed with the SEC on March 26February 25, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on February 25, 2021 (excluding such items as deemed furnished in such Form 8-K), March 2624, 2024 2021 and April 4March 29, 20242021, and our Current Reports on Form 8-K/A, filed with the SEC on March 20, 2020 and August 11, 2020; and • The ● our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 29, 2021; ● the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3with the SEC on July 2, 20052014, including any amendment or report all amendments and reports filed for purposes of updating such description; and ● the description of our Series A Preferred Stock contained in our Registration Statement on Form 8-A/A filed with the SEC on October 19, 2015, including all amendments or reports filed for the purpose of updating such description. Nothing Any statement incorporated by reference in this prospectus from an earlier dated document that is inconsistent with a statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference into this prospectus, shall be deemed to incorporate information furnished be modified or superseded for purposes of this prospectus by such statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)date hereof, which also is incorporated by reference into this prospectus. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each Any person, including any beneficial owner, to whom a this prospectus is delivered, at no cost, a copy delivered may request copies of this prospectus and any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon without charge, by written or telephonic oral request directed to us at our principal executive offices at the following telephone number and addressXxxxXxxxx, 0 Xxxxx Xxxx, Somerset, New Jersey, 08873, telephone: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attnx 133. CareCloud, Inc., formerly MTBC, Inc. (“CareCloud” and together with its consolidated subsidiaries, the “Company”, “we”, “us” and/or “our”) is a healthcare information technology company that provides a full suite of proprietary cloud-based solutions, together with related business services, to healthcare providers and hospitals throughout the United States. Our Software-as-a-Service (“SaaS”) platform includes revenue cycle management (“RCM”), practice management (“PM”), electronic health record (“EHR”), business intelligence, telehealth, patient experience management (“PXM”) solutions and complementary software tools and business services for high-performance medical groups and health systems. At a high level, these solutions can be categorized as follows: Investor Relations● RCM services, which include end-to-end medical billing, eligibility, analytics, and related services, all of which can often be provided either with our technology platform or through a third-party system; ● Proprietary healthcare IT software solutions, which can be bundled with our RCM services, including: ○ EHRs, which are easy to use, integrated with our business services or offered as Software-as-a-Service (“SaaS”) solutions, and allow our healthcare provider clients to deliver better patient care, document their clinical visits effectively and thus potentially qualify for government incentives, reduce documentation errors and reduce paperwork; ○ PM software and related tools, which support our clients’ day-to-day business operations and workflows; ○ Mobile Health (“mHealth”) solutions, including smartphone applications that assist patients and healthcare providers in the provision of healthcare services; ○ Telehealth solutions, which allow healthcare providers to conduct remote patient visits; ○ Healthcare claims clearinghouse, which enables our clients to electronically scrub and submit claims to, and process payments from, insurance companies; and ○ Business intelligence, customized applications, interfaces and a variety of other technology solutions that support our healthcare clients. You should rely only on ● Medical Office Practice Management Services are provided to medical practices. In this service model, we provide the information incorporated by reference or provided in this prospectusmedical practice with appropriate facilities, any supplement to this prospectus or any other offering materials we may useequipment, supplies, support services and administrative support staff. We have not authorized any person also provide management, bill-paying and financial advisory services. Our solutions enable clients to provide information other than that provided increase financial and operational performance, streamline clinical workflows, get better insight through data, and make better business and clinical decisions, resulting in this prospectus, any supplement to this prospectus or any other offering materials we may useimprovement in patient care and collections while reducing administrative burdens and operating costs. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as The modernization of the date on its cover page healthcare industry is transforming nearly every aspect of a healthcare organization from policy to providers; clinical care to member services, devices to data, and that any information in a document we have incorporated by reference is accurate only as ultimately the quality of the date patient’s experience as a healthcare consumer. We create elegant, user-friendly applications that solve many of the document incorporated challenges facing healthcare organizations. We partner with organizations to develop customized, best-in-class solutions to solve their specific challenges while ensuring they also meet future regulatory and organizational requirements and market demands. We are able to deliver our industry-leading solutions at very competitive prices because we leverage a combination of our proprietary software, which automates our workflows and increases efficiency, together with our team of approximately 600 experienced health industry experts throughout the United States. These experts who are supported by referenceour highly educated and specialized offshore workforce of approximately 3,100 team members at labor costs that we believe are approximately one-tenth the cost of comparable U.S. employees. Our unique business model also allows us to be a leading consolidator in our industry sector, gaining us a reputation for acquiring and positively transforming distressed competitors into profitable operations of CareCloud. Adoption of our RCM solutions requires little or no upfront expenditure by a client. Additionally, for most of our solutions and customers, our financial performance is linked directly to the financial performance of our clients, as the vast majority of our revenues are based on a percentage of our clients’ collections. The statements fees we charge for our complete, integrated, end-to-end solution are very competitive. We estimate that we make currently provide one or more services to more than 40,000 providers, (which we define as physicians, nurses, nurse practitioners, physician assistants and other clinical staff that render bills for their services) practicing in this prospectus or approximately 2,600 independent medical practices and hospitals, representing 80 specialties and subspecialties in any document incorporated by reference in this prospectus about the contents of any other documents 50 states. In addition, we served approximately 200 clients which are not necessarily completemedical practices, but are primarily service organizations who serve the healthcare community. The foregoing numbers include clients leveraging any of our products or services, and are qualified based in their entirety by referring you part upon estimates where the precise number of practices or providers is unknown. We service clients ranging from small practices to copies large groups and health systems. Our clients span from the single doctor independent medical practice to a large, 2,200 provider of those documents that are filed as exhibits physical, occupational and speech therapy services organization located across multiple states, and a large major academic medical institution with a service area covering millions of patients. On July 23, 2014, the Company, under the name Medical Transcription Billing, Corp. completed its initial public offering (“IPO”) of common stock. The Company sold approximately four million shares at a price to the registration statementpublic of $5.00 per share. In November 2015, the Company completed a public offering of its 11% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”). The Company sold 231,616 shares at a price of $25.00 per share and received net proceeds of approximately $4.7 million. In July 2016, the Company sold an additional 63,040 shares of Preferred Stock and received net proceeds of approximately $1.3 million. In 2017, the Company raised a total of $16.4 million in net proceeds from a series of additional offerings totaling approximately 765,000 shares of Preferred Stock, all at $25.00 per share. In May 2017, the Company completed a registered direct offering of one million shares of its common stock at $2.30 per share, raising net proceeds of approximately $2.0 million. During 2018, 2019 and 2020, the Company issued 1,020,000, 373,000 and 1,932,000 shares of Preferred Stock, respectively and received net proceeds of approximately $22.8 million, $9.6 million and $44.5 million, respectively. During 2016, the Company purchased substantially all of the assets of MediGain, LLC, including its subsidiary Millennium Practice Management Associates, LLC and two offshore subsidiaries in India and Sri Lanka through the Company’s wholly owned subsidiary, MTBC Acquisition, Corp. In 2017, the Company purchased substantially all of the assets of Washington Medical Billing, LLC. In 2018, the Company purchased substantially all of the assets of Orion Healthcorp, Inc., through the Company’s wholly owned subsidiaries at that time MTBC Health, Inc. and MTBC Practice Management, Corp. In 2019, the Company purchased substantially all of the assets of Etransmedia Technology, Inc. through the Company’s wholly owned subsidiary at that time MTBC-Med, Inc. On June 21, 2019, the Company’s shareholders approved an increase in the Company’s authorized shares, from nineteen million shares (19,000,000) of common stock and four million (4,000,000) shares of preferred stock, to twenty-nine million (29,000,000) shares of common stock and seven million (7,000,000) shares of preferred stock, respectively, and the Company amended its Articles of Incorporation to reflect this change. On January 8, 2020, through a merger with a subsidiary, the Company acquired CareCloud Corporation (“CCC”), whose name we subsequently took, which this prospectus forms has developed a highly acclaimed cloud-based platform including EHR, PM and patient experience capabilities. The Company paid $11.9 million in cash, assumed a working capital deficiency of approximately $5.1 million and issued 760,000 shares of the Company’s Series A Preferred Stock and two million warrants for the purchase of the Company’s common stock at prices ranging from $7.50 to $10.00 per share. On June 16, 2020, the Company purchased all of the issued and outstanding capital stock of Meridian Billing Management Co. and its affiliate Origin Holdings, Inc. (collectively “Meridian” and sometimes referred to as “Meridian Medical Management”). Meridian is in the business of providing medical billing, revenue cycle management, electronic medical records, medical coding and related services. The total consideration paid at closing was $11.9 million in cash, 200,000 shares of the Company’s Series A Preferred Stock plus warrants to purchase 2,250,000 shares of the Company’s common stock, with an exercise price of $7.50 per share and a term of two years. The Company also assumed Xxxxxxxx’s negative net working capital and certain long-term lease liabilities with an aggregate value of approximately $4.8 million. In February 2021, the Company’s Board of Directors approved an amendment to our Articles of Incorporation to change our name to CareCloud, Inc. Including the employees of our subsidiaries, as of April 9, 2021, the Company employed approximately 3,800 people worldwide on a full-time basis. We also utilize the services of a small number of part-time employees. The RCM service industry is highly fragmented, or with many local and regional RCM companies serving small medical practices and hospitals. We believe that the industry is ripe for consolidation and that we can achieve significant growth through acquisitions. We further believe that it is becoming increasingly difficult for traditional RCM companies to meet the growing technology and business service needs of healthcare providers without a significant investment in an information technology infrastructure. Since the Company’s IPO, we have acquired substantially all of the assets of 16 RCM companies. Although the specific arrangements have varied with each transaction, typical arrangements include a discounted price, consideration which is sometimes tied to revenues from the customer relationships acquired, and structuring the acquisition as an exhibit asset purchase so as to limit our liability. We typically leverage our technology and our cost-effective offshore team to reduce costs promptly after the documents incorporated transaction closes, although there will be initial costs associated with the integration of the acquired business with our existing operations. In addition to growing through acquisitions, we also drive organic growth through various strategies, including customer referrals, channel partnerships, online marketing and tradeshows. Our acquisitive growth also supports our organic growth initiatives by referenceenhancing our capabilities, physical presence, and universe of referrals and referenceable clients. You can obtain copies of these documents from the SEC or from usOur principal executive offices are located at 0 Xxxxx Xxxx, as described aboveSomerset, New Jersey, 08873, and our main telephone number is (000) 000-0000.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file supplement which has been previously filed with the SEC, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important deemed to be part of this prospectus. Information that we file prospectus supplement, except for any information superseded by information included or subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth incorporated by reference in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference have filed the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and these documents are incorporated herein by reference (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior except to the termination of the offering made pursuant to this prospectus: extent such information is furnished): • Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 328, 2024(including the information specifically incorporated by reference from our definitive proxy statement filed with the SEC on April 25, 2024); • our Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the SEC on March 26May 10, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); 202;4 • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-KK filed onMay 3, filed with the SEC on March 262024, June 7, 2024 and April 4August 6, 20242024 (excluding Item 2.02); and • The the description of our Class A common stock contained in our Registration Statement on Form registration statement onForm 8-A filed October 3with the SEC on January 31, 20052019, including any amendment or report as updated by the description of our capital stock included in Exhibit 4.4 of our Annual Report on Form 10-K filed with the SEC on February28, 2024, including any amendments thereto or reports filed for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to All documents that we file (but not filed those that we furnish) with the SEC pursuant to Item 2.02 Sections 13(a), 13(c), 14 or Item 7.01 15(d) of Form 8-K (or corresponding the Exchange Act after the date of this prospectus supplement and prior to the termination of the offering of shares of Class A common stock hereby will be deemed to be incorporated by reference into this prospectus supplement and will automatically update and supersede the information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic in this prospectus supplement and current reports. We think these reports provide additional information about our company which prudent investors find importantany previously filed document. We will provide to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, at no cost, a copy of any or all of the documents information that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document has been incorporated by reference in this prospectus about supplement but not delivered with this prospectus supplement (other than the contents of any other exhibits to such documents which are not necessarily completespecifically incorporated by reference herein). We will provide this information at no cost to the requester upon written or oral request to: You may also access these documents, free of charge on the SEC’s website at xxx.xxx.xxx or on the “Investors” page of our website at xxxxxxxxxxx.xxx. Information contained on our website is not incorporated by reference into this prospectus, and are qualified in their entirety by referring you to copies should not consider any information on, or that can be accessed from, our website as part of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described aboveany accompanying prospectus supplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference the information and reports we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthese documents. The information incorporated by reference is an important part of this prospectus. Information prospectus supplement, and information that we file subsequently after the date hereof with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information already incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterreference. We incorporate are incorporating by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusbelow: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2020 filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 13, 2020, from our definitive proxy statement the Company’s Definitive Proxy Statement on Schedule 14A14A relating to the Company’s 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 3010, 20242020; • Our Current Reports on Form 8-KK (other than information furnished rather than filed) filed with the SEC on January 4, 2021 and January 20, 2021; and • The description of our common stock contained in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052021, including any amendment amendments or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents we file with the SEC pursuant to Item Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed incorporated by reference in this prospectus supplement and to be a part of this prospectus supplement from the date of filing of those documents, with the exception of any portion of any report or document that is not deemed “filed” under such provisions on or after the date of this prospectus supplement, until the earlier of the date on which: (1) all of the securities registered hereunder have been sold; or (2) the registration statement of which this prospectus supplement is a part has been withdrawn. Under no circumstances will any information filed under current items 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to be deemed incorporated herein by reference unless such Form 8-K)K expressly provides to the contrary. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We Upon written or oral request, we will provide without charge to each person, including any beneficial owner, person to whom a copy of the prospectus supplement is delivereddelivered a copy of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, a copy by writing, calling or emailing us at the contact information set forth below. We have authorized no one to provide you with any information that differs from that contained in this prospectus supplement. Accordingly, we take no responsibility for any other information that others may give you. You should not assume that the information in this prospectus supplement is accurate as of any or all date other than the date of the front cover of this prospectus supplement. From time to time, we may offer and sell up to $175,000,000 of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, redemption, exchange or exercise of any securities registered pursuant to this prospectus. This prospectus provides a general description of securities we may offer. Each time we offer and sell securities, we will provide the specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on The Nasdaq Capital Market under the symbol “MGEN.” On March 25, 2020, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.4832 per share. Any applicable prospectus supplement will contain information, as applicable, as to other listings, if any, on The Nasdaq Capital Market or other securities exchange of the securities covered by the prospectus supplement. We may sell these securities to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the discussion under the heading “Plan of Distribution” in this prospectus and in any applicable prospectus supplement. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus, in any applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus. This prospectus but not delivered is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration statement, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $175,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities under this prospectus, upon written we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or telephonic request more free writing prospectuses to us at our principal executive offices at be provided to you that may contain material information relating to these offerings. We may also add, update or change in a prospectus supplement or free writing prospectus any of the following telephone number information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with any applicable prospectus supplement, any related free writing prospectus and address: 000 Xxxxxxxx Xxxxxxxthe documents incorporated by reference into this prospectus and any applicable prospectus supplement, Xxxxxxxxxwill include all material information relating to the applicable offering. You should carefully read both this prospectus and any applicable prospectus supplement and any related free writing prospectus, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationstogether with the additional information described under “Where You Can Find More Information,” before buying any of the securities being offered. You should rely only on the information contained in, or incorporated by reference or provided in this prospectusinto, any supplement to this prospectus or and any other offering materials applicable prospectus supplement, along with the information contained in any free writing prospectuses we may usehave authorized for use in connection with a specific offering. We have not authorized any person anyone to provide information other than that provided in this prospectusyou with different information. If anyone provides you with different or inconsistent information, any supplement you should not rely on it. We are not making an offer to sell or seeking an offer to buy securities under this prospectus or any other offering materials we may useapplicable prospectus supplement and any related free writing prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any accompanying prospectus supplement, the documents incorporated by reference in this prospectus, any accompanying prospectus supplement and in any other offering materials we may use is accurate only as of the date on its cover page and free writing prospectus that any information in a document we have incorporated by reference authorized for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus, any accompanying prospectus supplement, the document incorporated by reference. The statements that we make in this prospectus or in any document documents incorporated by reference in this prospectus about the contents of any other documents are not necessarily completeprospectus, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statementstatement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, industry, statistical and market data from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified statistical, market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit or incorporated by reference to the registration statement of which this prospectus forms a partpart were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as an exhibit to of the documents date when made. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference. You can obtain copies reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of these documents from the SEC or from us, as described abovetheir respective owners.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC’s rules allow us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important deemed to be part of this prospectus. Information , and subsequent information that we file subsequently with the SEC will automatically update this prospectusand supersede that information. In other words, in the case of a conflict or inconsistency between information set forth Any statement contained in this prospectus and/or information or a previously filed document incorporated by reference into will be deemed to be modified or superseded for purposes of this prospectus, you should rely on prospectus to the information extent that a statement contained in the this prospectus or a subsequently filed document incorporated by reference modifies or replaces that was filed laterstatement. We incorporate This prospectus supplement and any accompanying prospectus supplement incorporates by reference the documents listed set forth below and any filings we make that have previously been filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) (excluding any information in the documents that is deemed by the rules of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus SEC to be furnished and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: not filed): • Our our Annual Report on Form 10-K for the fiscal year ended February 3June 30, 2024, filed with the SEC on March September 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, including the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from portions of our definitive proxy statement on Schedule 14A, filed with 14A incorporated by reference into the SEC on April 30, 2024Form 10-K); • Our our Current Reports on Form 8-K, K filed with the SEC on March 26July 1, 2024 2024, September 5, 2024, October 8, 2024, and April 4October 11, 2024; and • The description of our Class A common stock the Company’s Common Stock contained in our Registration Statement on the Company’s Form 8-A K12B, filed October 3with the SEC on April 15, 20052020, including together with any amendment or report filed with the SEC for the purpose of updating such description. Nothing All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information in those documents that is deemed by the rules of the SEC to be furnished and not filed) between the date of this prospectus supplement and the termination of the offering of securities under this prospectus supplement shall also be deemed to be incorporated herein by reference. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to incorporate information furnished be modified or superseded for purposes of this prospectus supplement to but the extent that a statement contained in this prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not filed with the SEC pursuant be deemed, except as so modified or superseded, to Item 2.02 or Item 7.01 constitute a part of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantthis prospectus supplement. We will provide furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, at no coston written or oral request, a copy of any or all of the documents that incorporated by reference in this prospectus, including exhibits to these documents. You may request a copy of these filings (not including the exhibits to such documents unless the exhibits are specifically incorporated by reference in the information contained in this prospectus supplement), at no cost, by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. We may offer, from time to time, separately or together in any combination, common stock, debt securities, warrants or units consisting of all or some of such securities having an aggregate offering price of up to $125,000,000. We may offer the securities in one or more series, in amounts, at prices and on terms determined at the time of offering. We will provide the specific terms of any securities we actually offer for sale in supplements to this prospectus. We may sell these securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with our agents, from time to time, to reject in whole or in part any proposed purchase of securities to be made directly or through agents. If our agents or any dealers or underwriters are involved in the sale of securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. You should read carefully this prospectus, each prospectus supplement and the documents incorporated by reference into this prospectus but and any prospectus supplement before you invest in any of our securities. This prospectus may not delivered be used to sell securities unless accompanied by a prospectus supplement. Our common stock is listed on The Nasdaq Capital Market under the symbol “BNTC.” On February 22, 2024, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.64 per share and the aggregate market value of the common stock held by non-affiliates as of such date was approximately $9.1 million, based on 2,592,434 shares of outstanding common stock, of which 2,514,113 shares are held by non-affiliates. In no event will we sell securities in a primary offering in reliance on General Instruction I.B.6 of Form S-3 with a value exceeding more than one-third of our public float in any 12-month calendar period so long as our public float remains below $75.0 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. Investing in our securities involves risks. You should carefully consider the risk factors included under the heading “Risk Factors” in the applicable prospectus supplement and under that heading or similar headings in the other documents incorporated by reference in this prospectus or any prospectus supplement before making a decision to purchase our securities. The date of this prospectus is March 5, 2024. TABLE OF CONTENTS About this Prospectus Page 1 Trademarks and Tradenames 2 Summary 3 Risk Factors Summary 5 Risk Factors 6 Special Note Regarding Forward-Looking Statements 7 Use of Proceeds 9 Description of Capital Stock 10 Description of Debt Securities 13 Description of Warrants 20 Description of Units 22 Plan of Distribution 23 Legal Matters 25 Experts 25 Documents Incorporated by Reference 26 Where You Can Find More Information 27 i This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under the shelf registration process, using this prospectus, upon written together with a prospectus supplement, we may sell, from time to time, in one or telephonic request to us at more offerings, any combination of the securities described in this prospectus in a dollar amount that does not exceed $125,000,000 in the aggregate. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, a prospectus supplement will be provided that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read this prospectus, the applicable prospectus supplement and the information incorporated by reference in this prospectus or any prospectus supplement before making an investment in our principal executive offices at the following telephone number securities. See “Documents Incorporated by Reference” and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations“Where You Can Find More Information” for more information. You should rely only on the information contained in or incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may usea prospectus supplement. We have not authorized any person anyone to provide you with different information. This prospectus and the information other than incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. This document may be used only in jurisdictions where offers and sales of these securities are permitted. You should not assume that provided information contained in this prospectus, in any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in is accurate as of any date other than the date on the front page of the document that contains the information, regardless of when this prospectus about or a prospectus supplement is delivered or when any sale of our securities occurs. We further note that the contents of representations, warranties and covenants made by us in any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents document that are is filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents registration statement of which this prospectus is a part and in any document that is incorporated by referencereference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. You can obtain copies Moreover, such representations, warranties or covenants were accurate only as of these documents from the SEC or from usdate when made. Accordingly, such representations, warranties and covenants should not be relied on as described aboveaccurately representing the current state of our affairs.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement and the information we file with the SEC, which accompanying prospectus. This means that we can disclose important information to you by referring you to the documents that contain such informationanother document. The information incorporated or deemed to be incorporated by reference is an important considered to be a part of this prospectus. Information that we file subsequently prospectus supplement, and information filed separately with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus supplement and prior to the termination of the offering made pursuant referred to in this prospectusprospectus supplement will automatically be deemed to update and supersede this information. The following documents previously filed with the SEC are incorporated by reference into this prospectus supplement except for any documents or portions thereof deemed to be “furnished” and not “filed” in accordance with SEC rules: • Our Annual Report on Form F orm 10-K and 1 0-K/A for the fiscal year ended February 3December 31, 2024, filed with the SEC on March 26, 2024, as amended by the Annual 2020; • Our Quarterly Report on F orm 10-Q for the quarter ended March 31, 2021; • Our Current Reports on Form 108-K and Form 8-K/A filed with the SEC on J anuary 5, 2021, January 28, 2021, March 2729, 2024 (together2021, J une 11, 2 021, J une 23, 2021, June 28, 2021 other than the “Annual Report”information furnished pursuant to Item 7.01 and Exhibit 99.1); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30J uly 1, 2024; • Our Current Reports on Form 8-K2021, filed with the SEC on March 26July 7, 2024 2 021, J xxx 00, 2021 and April 4J xxx 00, 20242021; and • The description of our Class A common stock contained set forth in our Registration Statement the registration statement on Form F orm 8-A filed October 3registering our common stock under Section 12 of the Exchange Act, 2005, including any amendment or report which was filed with the SEC on April 25, 2013, including any amendments or reports filed for the purpose purposes of updating such description. Nothing in All documents that we file (but not those that we furnish) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement but prior to the termination of the offering covered hereby shall be deemed to incorporate be incorporated by reference into this prospectus supplement and will automatically update and supersede the information furnished in this prospectus supplement, the accompanying prospectus and any previously filed documents. References in this prospectus supplement to but not filed with documents incorporated by reference shall also include documents deemed to be incorporated by reference. Information that is “furnished” to the SEC pursuant shall not be deemed incorporated by reference into this prospectus supplement or the registration statement of which this prospectus supplement is part. Any statement made in a document incorporated or deemed to Item 2.02 be incorporated by reference into this prospectus supplement will be deemed to be modified or Item 7.01 superseded for purposes of Form 8-K (this prospectus supplement to the extent that a statement contained in this prospectus supplement, or corresponding information furnished under Item 9.01 in any other subsequently filed document that is incorporated or included deemed to be incorporated by reference into this prospectus supplement, modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial ownerso modified or superseded, to whom constitute a part of this prospectus is deliveredsupplement. You can obtain any of the filings incorporated by reference into this prospectus supplement through us or from the SEC through the SEC’s website at xxx.xxx. Upon request, at no costwe will provide, without charge, a copy of any or all of the reports and documents referred to above which have been incorporated by reference into this prospectus supplement. You should direct requests for these documents to: Tempest Therapeutics, Inc., Attn: Investor Relations, 0000 Xxxxxxxxx Xxxxx; Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, XX 00000. Our reports and documents incorporated by reference herein may also be found in the “Investor Relations” section of our website at Xxxxxxxxx.xxx. The content of our website and any information that is linked to or accessible from our website (other than our filings with the SEC that are incorporated by reference, as set forth under “Incorporation of Certain Documents by Reference”) is not incorporated by reference into this prospectus supplement, and you should not consider it a part of this prospectus supplement, the accompanying prospectus or the registration statement of which they are a part. From time to time, we may offer up to $250,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Our common stock is traded on the Nasdaq Capital Market under the symbol “TPST.” On July 15, 2021, the last reported sale price of our common stock was $19.43 per share. We are a “smaller reporting company” under federal securities laws and as such, have elected to comply with reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus but not delivered with as described on page 3 of this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000. A BOUT THIS PROSPECTUS i S UMMARY 1 R ISK FACTORS 3 S PECIAL NOTE REGARDING FORWARD-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.LOOKING STATEMENTS 3 U SE OF PROCEEDS 4 D ESCRIPTION OF CAPITAL STOCK 5 D ESCRIPTION OF DEBT SECURITIES 9 D ESCRIPTION OF WARRANTS 16 D ESCRIPTION OF UNITS 19 D ESCRIPTION OF RIGHTS 20 L EGAL OWNERSHIP OF SECURITIES 22 P LAN OF DISTRIBUTION 26 L EGAL MATTERS 28 E XPERTS 28 W HERE YOU CAN FIND MORE INFORMATION 28 I NCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to ‘‘incorporate by reference” ’’ information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information is 001‑37717. The documents incorporated by reference into this prospectus, prospectus contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our · our Annual Report on Form 10-K 10‑K for the fiscal year ended December 31, 2016 and filed with the SEC on February 323, 20242017; · our Current Report on Form 8‑K filed with the SEC on January 26, 2017 and March 30, 2017; and · the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8‑A, filed with the SEC on March 2611, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052016, including any amendment amendments or report reports filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K 8‑K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 8-K). We encourage you to read our periodic 10‑K, Quarterly Reports on Form 10‑Q and current reports. We think these reports provide additional information about our company which prudent investors find importantCurrent Reports on Form 8‑K, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressincluding exhibits which are specifically incorporated by reference into such documents. Requests should be directed to: 000 Xxxxxxxx XxxxxxxSenseonics Holdings, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000Inc., Attn: Investor Relations, 00000 Xxxxxx Xxxxxxx Xxxxxxx, Germantown, MD 20876‑7005, telephone: (301) 515‑7260. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or supplement supersedes information incorporated by reference into that we filed with the SEC prior to the date of this prospectus, you should rely on the information contained in the document that was filed laterprospectus supplement. We incorporate by reference the documents listed below and any filings that we make have previously filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 2630, 2024, as amended by the Annual 2022; ● our Current Report on Form 108-K/A K filed with the SEC on March 27January 24, 2024 2022 (together, the “Annual Report”other than any portions thereof deemed furnished and not filed); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with ● the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock stock, par value $0.0001 per share, contained in our Registration Statement on Form 8-A filed October 3on August 12, 20052013, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents we file with the SEC pursuant to Item 2.02 Sections 13(a), 13(c), 14 or Item 7.01 15(d) of Form 8-K (the Exchange Act, except as to any portion of any report or corresponding information furnished documents that is not deemed filed under Item 9.01 such provisions, on or included as an exhibit after the date of this prospectus supplement until the termination of this offering shall be deemed incorporated by reference in this prospectus supplement and the accompanying prospectus and to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantbe a part of this prospectus supplement from the date of filing of those documents. We will provide furnish without charge to each personyou, including any beneficial owner, to whom a prospectus is delivered, at no coston 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 Vyant Bio, Inc., 2370 1357 Route 70 West, Two Executive Campus, Suite 310, Cherry Hill, NJ 00000-0000; Telephone: (201) 000- 0000. Copies of the above reports may also be accessed from our website at xxx.xxxxxxxx.xxx. The information contained on, or that are may be obtained from, our website is not, and shall not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. We have authorized no one to provide you with any information that differs from that contained in this prospectus supplement, the accompanying prospectus or incorporated by reference herein or therein. Accordingly, you should not rely on any information that is not contained in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein. 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 in this prospectus supplement will be deemed modified, superseded or replaced for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus but supplement modifies, supersedes or replaces such statement. We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above. The aggregate public offering price of the securities that we may offer will not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices exceed $100,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the following telephone number and address: 000 Xxxxxxxx Xxxxxxxtime of the offering. Our common stock is listed on the Nasdaq Capital Market under the symbol “CGIX.” The last reported sale price for our common stock on June 25, Xxxxxxxxx2020 as quoted on the Nasdaq Capital Market was $3.04 per share. You are urged to obtain current market quotations of our common stock. We have no preferred stock, Xxxxx 00000warrants, (000) 000-0000debt securities, Attn: Investor Relationssubscription rights or units listed on any market. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. Investing in our securities involves risk. You should rely only carefully consider the risks that we refer you to under the section captioned “Risk Factors” in this prospectus on page 3 before buying our securities. Should we offer any of the information incorporated by reference or provided securities described in this prospectus, we will provide you with the specific terms of the particular securities being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. The aggregate market value of the shares of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is approximately $8,680,000, which was calculated based on 2,169,880 shares of our common stock outstanding and held by non-affiliates as of the date of this Prospectus and a price of $4.00 per share, the closing price of our common stock on the Nasdaq Capital Market on June 8, 2020. We have not sold any securities of the types listed above 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. RISK FACTORS 3 ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 USE OF PROCEEDS 5 FORWARD-LOOKING STATEMENTS 4 DESCRIPTION OF CAPITAL STOCK 6 THE SECURITIES WE MAY OFFER 6 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF STOCK WARRANTS 10 DESCRIPTION OF UNITS 17 DESCRIPTION OF SUBSCRIPTION RIGHTS 16 PLAN OF DISTRIBUTION 19 FORMS OF SECURITIES 18 EXPERTS 24 LEGAL MATTERS 23 ADDITIONAL INFORMATION 26 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 25 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 27 Cancer Genetics, Inc. is referred to herein as “Cancer Genetics,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any other offering materials prospectus supplement is correct as of any time after its date. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, we may use. We have not authorized from time to time offer and sell, in one or more offerings, any person to provide information other than that provided or all of the securities described in this prospectus, any supplement separately or together, up to this an aggregate offering price of $100,000,000. This prospectus or any other offering materials provides you with a general description of our securities being offered. When we may use. You should assume that issue the information in securities being offered by this prospectus, any we will provide a prospectus supplement and any other offering materials we may use is accurate only (which term includes, as of applicable, the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this at-the-market sale agreement prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to with the registration statement, statement of which this prospectus forms a part) that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or as an exhibit to the documents incorporated by referencechange information contained in this prospectus. You can obtain copies should read both this prospectus and any prospectus supplement together with additional information described under the heading “Additional Information” and “Incorporation of these documents from the SEC or from us, as described aboveCertain Information by Reference.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” into this This prospectus the information supplement is part of a registration statement that we file have filed with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important considered to be part of this prospectusprospectus supplement. Information that we file subsequently Any reports filed by us with the SEC subsequent to the date of this prospectus supplement will automatically update this prospectus. In other wordsand, in the case of a conflict or inconsistency between where applicable, supersede any information set forth contained in this prospectus and/or information supplement and any document incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterherein. We incorporate by reference the documents into this prospectus supplement our filings listed below and any future filings that we make may file with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination supplement until all of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended securities offered by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate supplement and the accompanying prospectus have been sold or we otherwise terminate the offering of these securities; provided, however, that information furnished to but not filed with the SEC pursuant to “furnished” under Item 2.02 or Item 7.01 of Form 8-K (or corresponding other information furnished under Item 9.01 or included as an exhibit “furnished” to the SEC that is not deemed filed is not incorporated by reference in this prospectus supplement. This prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024; and • the description of our common shares referenced in our Registration Statement on Form 8-KA (No. 001-40966), as filed with the SEC on October 26, 2021, including any amendment or report filed for the purpose of updating such description prior to the termination of this offering of our common shares. See “Available Information” in the accompanying prospectus for information on how to obtain a copy of these filings. Blackstone Secured Lending Fund (the “Company,” “we,” “us,” or “our”) is a specialty finance company that invests primarily in the debt of private U.S. companies. We focus on investing in privately originated senior secured loans which are generally debt instruments that pay floating interest rates and rank ahead of subordinated debt and equity, where we believe lender protections are stronger and offer superior return opportunities as compared to broadly syndicated loans and public market debt instruments. The companies we lend to are oftentimes backed by financial sponsors who can make operational improvements and provide capital. Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We are a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We encourage are externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”), a subsidiary of Blackstone Alternative Credit Advisors LP (collectively with its affiliates in the credit-focused business of Blackstone Inc., “Blackstone Credit”). Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its credit reporting segment. Blackstone Credit, together with its non-credit-focused affiliates within Blackstone Inc. is referred to herein as “Blackstone.” Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments. Our portfolio is composed primarily of first lien senior secured and unitranche loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans and other debt and equity securities. We do not currently expect to focus on investments in issuers that are distressed or in need of rescue financing. Our common shares of beneficial interest (“common shares”), preferred shares of beneficial interest (“preferred shares”), debt securities, subscription rights to purchase our securities or warrants representing rights to purchase our securities (collectively, the “securities”) may be offered at prices and on terms to be disclosed in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. The securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” in this prospectus. We may not sell any of the securities pursuant to this registration statement through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities. Our common shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “BXSL.” On July 15, 2022, the last reported sales price of our common shares on the NYSE was $23.18 per share. The net asset value per share of our common shares at March 31, 2022 (the last date prior to the date of this prospectus for which we reported net asset value) was $26.13. should read the discussion of the material risks of investing in our securities, including the risk of leverage, in “Risk Factors” beginning on page 29 of this prospectus, Part I, Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K, Part II, Item 1A “Risk Factors” in our most recent Quarterly This prospectus contains important information you should know before investing in our securities. Please read this prospectus before investing and keep it for future reference. We also file periodic and current reports. We think these reports provide additional , proxy statements and other information about our company which prudent investors find importantus with the U.S. Securities and Exchange Commission (the “SEC”). We will provide to each person, including any beneficial owner, to whom a prospectus This information is delivered, at no cost, a copy available free of any or all of the documents that are incorporated charge by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to contacting us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx XxxxxxxXxxx Xxxxxx, Xxxxxxxxx00xx Xxxxx, Xxxxx Xxx Xxxx, Xxx Xxxx 00000, calling us at (000) 000-00000000 or visiting our corporate website located at xxx.xxxx.xxx. The SEC also maintains a website at xxxx://xxx.xxx.xxx that contains this information. Information on our website and the SEC’s website is not incorporated into or a part of this prospectus. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 OFFERINGS 21 FINANCIAL HIGHLIGHTS 27 RISK FACTORS 29 POTENTIAL CONFLICTS OF INTEREST 30 USE OF PROCEEDS 33 PRICE RANGE OF COMMON SHARES 34 DISTRIBUTIONS 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 THE COMPANY 39 SENIOR SECURITIES 40 PORTFOLIO COMPANIES 42 MANAGEMENT 64 MANAGEMENT AND OTHER AGREEMENTS 70 CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS 71 DETERMINATION OF NET ASSET VALUE 73 DIVIDEND REINVESTMENT PLAN 74 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 75 DESCRIPTION OF OUR SHARES 81 DESCRIPTION OF OUR PREFERRED SHARES 88 DESCRIPTION OF OUR SUBSCRIPTION RIGHTS 89 DESCRIPTION OF OUR WARRANTS 91 DESCRIPTION OF OUR DEBT SECURITIES 93 REGULATION 109 PLAN OF DISTRIBUTION 110 CUSTODIAN, Attn: Investor RelationsTRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR 112 BROKERAGE ALLOCATION AND OTHER PRACTICES 112 LEGAL MATTERS 112 EXPERTS 112 AVAILABLE INFORMATION 112 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 114 Statistical and market data used in this prospectus has been obtained from governmental and independent industry sources and publications. You should rely only on We have not independently verified the data obtained from these sources. Forward-looking information incorporated by reference or obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this prospectus, for which the safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act is not available. We have not authorized anyone to give you any information other than in this prospectus, any prospectus supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this free writing prospectus or any information that we have incorporated by reference herein or therein and we take no responsibility for any other offering materials we information that others may usegive you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus, any prospectus supplement and supplements or any other offering materials we may use free writing prospectus is accurate only as of the date on its cover page their respective front covers. Our business, financial condition and prospects may have changed since that any information in a document date. To the extent required by applicable law, we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in will update this prospectus or in any document incorporated by reference in this prospectus about during the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you offering period to copies of those documents that are filed as exhibits reflect material changes to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedisclosure herein.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC’s rules allow us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the documents date we file that contain such informationdocument. The Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference is an important part of in this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus the following documents listed below or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and any filings we make not filed in accordance with SEC rules): ● Our Annual Report on Form 10-K for the year ended December 30, 2023, filed with the SEC on April 8, 2024; ● The description of our Common Stock is filed as Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 28, 2019, filed with the SEC on April 6, 2020. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, after (i) after the date of the initial filing of the registration statement that contains this prospectus Registration Statement and prior to effectiveness of such registration statement, the Registration Statement and (ii) on or after the date of this prospectus and prior to before the termination or completion of the offering made pursuant this offering, shall be deemed to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically be incorporated by reference into our Annual Report this prospectus from our definitive proxy statement on Schedule 14Athe respective dates of filing of such documents, filed except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.” Any information that we subsequently file with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 that is incorporated by reference as described above will automatically update and April 4, 2024; and • The description supersede any previous information that is part of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantprospectus. We will provide without charge to each person, including any beneficial owner, to whom a this prospectus is delivered, at no costupon his or her written or oral request, a copy of any or all of the documents referred to above that are have been or may be incorporated by reference into this prospectus but not delivered with this prospectus, upon written excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. Written or telephonic request telephone requests should be directed to us at our principal executive offices at the following telephone number and address: JanOne Inc., 000 Xxxxxxxx Xxxxxxx, XxxxxxxxxX. Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, Attention: Corporate Secretary; telephone: (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We SEC rules allow us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the documents that contain such informationSEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information that , and the information we file subsequently with the SEC prior to the completion of this offering will automatically update this prospectusand supersede such information. In other words, in We previously filed the case of a conflict or inconsistency between information set forth in this prospectus and/or information following documents with the SEC and such filings are incorporated by reference into this prospectus, you should rely on prospectus supplement and the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 26February 22, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 2022 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from including portions of our definitive proxy statement on Schedule 14AProxy Statement for the 2022 Annual Meeting of Stockholders, filed with the SEC on April 1, 2022 that are specifically incorporated therein by reference); • Quarterly Report on Form 10-Q for the quarters ended March 31, 2022, filed May 10, 2022, June 30, 20242022, filed August 9, 2022, September 30, 2022 filed November 8, 2022; and • Our Current Reports on Form 8-KK filed January 10, filed 2022; February 4, 2022; May 12, 2022; August 24, 2022; and October 12, 2022. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC on March 26under Section 13(a), 2024 and April 413(c), 2024; and • The description 14 or 15(d) of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3the Exchange Act, 2005, including any amendment or report filed with from the SEC for the purpose date of updating such description. Nothing in this prospectus shall be deemed to incorporate supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information furnished to but not filed with the SEC pursuant to “furnished” under Item 2.02 or Item 7.01 of Form 8-K (or corresponding other information furnished under Item 9.01 “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC or included through the SEC’s website as described in “Where You Can Find More Information.” Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are has been specifically incorporated by reference into this prospectus but not delivered with this prospectussupplement, upon written by writing or telephonic request to us at calling our principal executive offices Investor Relations Department at the following address and telephone number number. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and address: 000 Xxxxxxxx Xxxxxxxamendments, Xxxxxxxxxif any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at xxx.XxxxxxxxxXxxx.xxx. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Land Corporation, 0000 Xxxxxxxxxx Xxxxx, Xxxxx 00000000, (XxXxxx, VA 22102, or by calling our toll-free investor relations line at 0-000) -000-0000. The SEC also maintains a website that contains reports, Attn: Investor Relations. You should rely only on proxy and information statements, and other information regarding issuers that file electronically with the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useSEC at xxx.xxx.xxx. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that contain all of the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, of which this prospectus forms a part, or as an exhibit to you may examine the documents incorporated by reference. You can obtain copies of these documents from registration statement on Form S-3 and the SEC or from us, as described aboveexhibits filed with it at the locations listed in the previous paragraph.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference the information we file with the SECit, which means that we can disclose important information to you by referring you to another document that we have filed separately with the documents SEC. Any information that contain such information. The information incorporated we incorporate by reference is an important considered part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. supplement.We hereby incorporate by reference the following information or documents listed below into this prospectus supplement and any filings we make the accompanying prospectus: · Our annual report on Form 10-K for the year ended April 30, 2022 filed onJuly 29, 2022 and our annual report on Form 10-K for the year ended April 30, 2021 filed on July 13, 2021, as amended; · Our quarterly report on Form 10-Q for the quarter ended July 31, 2021, filed onSeptember 14, 2021, our quarterly report on Form 10-Q for the quarter ended October 31, 2021, filed on December 14, 2021, and our quarterly report on Form 10-Q for the quarter ended January 31, 2022, filed onMarch 15, 2022; · Our current reports on Form 8-K filed on June 1, 2022; June 14, 2022; and July 12, 2022; · The description of our common stock in our registration statement on Form 8-A filed with the SEC under onJuly 31, 2017, as updated by any amendments and reports filed for the purpose of updating such description; and · All documents subsequently filed pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or 1934 (the “Exchange Act, (i”) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made offering, other than information furnished pursuant to this prospectus: • Our Annual Report on Items 2.02 and 7.01 of Form 108-K for the fiscal year ended February 3and any related exhibits, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically shall be deemed to be incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with prospectus. Any information in any of the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment foregoing documents will automatically be deemed to be modified or report filed with superseded to the SEC for the purpose of updating such description. Nothing extent that information in this prospectus shall be supplement or the accompanying prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference any future filings (excluding information furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding 15(d) of the Exchange Act, until we sell all of the securities offered by this prospectus supplement. Information in such future filings updates and supplements the information furnished under Item 9.01 provided in this prospectus supplement. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or included as an exhibit deemed to Form 8-K)be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We Upon written or oral request, we will provide to each personyou, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information including exhibits which are specifically incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useinto such documents. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You Requests should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.be directed to:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file have filed with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important deemed to be part of this prospectus supplement and the accompanying prospectus. Information , and subsequent information that we file subsequently with the SEC Securities and Exchange Commission will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus. In other words, in prospectus supplement and accompanying prospectus to the case of extent that a conflict or inconsistency between information set forth statement contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on supplement or the information contained in the document accompanying prospectus modifies or replaces that was filed laterstatement. We incorporate by reference the our documents listed below and any future filings we make made by us with the SEC Securities and Exchange Commission under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains in this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after between the date of this prospectus supplement and prior to the termination of the offering made of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the Securities and Exchange Commission, including our Compensation Committee report and performance graph or any information furnished pursuant to this prospectusItems 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the Securities and Exchange Commission: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC Securities and Exchange Commission on March 2613, 2024, as amended by the Annual 2020; • our Quarterly Report on Form 10-KQ for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 11, 2020; • our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the Securities and Exchange Commission on August 6, 2020, and as subsequently amended on Form 10-Q/A filed with the SEC Securities and Exchange Commission on March 27August 28, 2024 (together, the “Annual Report”)2020; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on March Securities and Exchange Commission onJanuary 17, 2020, February 19, 2020, February 24, 2020, February 26, 2024 2020, March 5, 2020, March 25, 2020, April 13, 2020, April 16, 2020 (two reports), April 20, 2020, April 22, 2020, April 24, 2020, May 1, 2020, May 8, 2020, May 15, 2020, May 19, 2020, May 22, 2020, June 1, 2020 (two reports), June 2, 2020, June 3, 2020, June 5, 2020, June 26, 2020 (two reports), June 30, 2020, July 2, 2020, July 8, 2020, July 16, 2020 (two reports), July 17, 2020, July 20, 2020, July 21, 2020, and April 4July 27, 20242020; and • The the description of our Class A the Company’s common stock and warrants contained in our Registration Statement on the Form 8-A filed October 3with the Securities and Exchange Commission on September 17, 20052018, including any amendment amendments thereto or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this prospectus shall be deemed to incorporate offering, including, but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic Securities and current reports. We think these reports provide additional information about our company which prudent investors find important. We Exchange Commission, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with supplement and the accompanying prospectus and deemed to be part of this prospectus, upon written or telephonic request to us at our principal executive offices at prospectus supplement and the following telephone number accompanying prospectus from the date of the filing of such reports and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationsdocuments. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. You may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: You may also access the documents incorporated by reference in this prospectus through our website at xxx.xxxxxxxxxx.xxx. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that provided contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is xxx.xxx.xxx. We make available free of charge on or through our website at xxx.xxxxxxxxxx.xxx, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at xxx.xxx.xxx. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, xxx.xxxxxxxxxx.xxx. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. 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 $75,000,000. We will provide specific terms of any offering 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 in this prospectus before you purchase any of the securities offered hereby. 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 underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.” Our common stock is listed on the Nasdaq Capital Market under the symbol “BSGM.” On March 21, 2019, the last reported sale price of our common stock as reported on the Nasdaq Capital Market was $6.00 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. Effective as of 5:00 pm Eastern Time on September 11, 2018, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock, at a ratio of one share for 2.5 shares. All share and per share prices in this prospectus have been adjusted to reflect the reverse stock split. ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 6 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF UNITS 14 PLAN OF DISTRIBUTION 15 LEGAL MATTERS 17 EXPERTS 17 WHERE YOU CAN FIND MORE INFORMATION 17 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 18 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $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 a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the incorporated document. The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities. You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any other offering materials we may useprospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement and or any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in applicable documents, regardless of the time of delivery of this prospectus or in any document incorporated by reference in this prospectus about the contents sale of any other documents are not necessarily completesecurities. Our business, financial condition, results of operations and are qualified in their entirety by referring you to copies of those documents prospects may have changed since that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedate.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information supplement is 001-37590. The documents incorporated by reference into this prospectus, prospectus supplement contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, as filed with the SEC on March 2629, 2024, as amended by the Annual 2023; • our Quarterly Report on Form 10-K/A Q for the quarter ended March 31, 2023, as filed with the SEC on March 27onMay 4, 2024 (together, the “Annual Report”)2023; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on March 26onJanuary 17, 2024 2023, February 3, 2023, April 21, 2023 and April May 4, 20242023 in each case only to the extent the information in such report is filed and not furnished; and • The the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3A, 2005, including any amendment or report filed with the SEC on October 9, 2015, including any amendments or reports filed for the purpose purposes of updating such this description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included 15(d) of the Exchange Act prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), as well as proxy statements. We encourage you Any statement in a document incorporated by reference or deemed to read our periodic and current reportsbe incorporated by reference in this prospectus supplement shall be deemed to be modified or superseded for the purposes of this prospectus supplement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein or therein modifies or supersedes such statement. We think these reports provide additional information about our company which prudent investors find importantAny statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We will provide furnish without charge to each personyou, including any beneficial owner, to whom a prospectus is delivered, at no coston written or oral request, a copy of any or all of the documents that are incorporated by reference in this prospectus supplement, including exhibits to these documents. You should direct any requests for documents to Xxxxx Therapeutics, Inc., 000 Xxxxxxx Xxxx, Suite 400 Rockville, Maryland 20850; telephone: (000) 000-0000. Any statement contained in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus but not delivered supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this prospectus supplement or the accompanying prospectus or any other subsequently filed document that is deemed to be incorporated by reference herein or therein modifies or supersedes the statement. From time to time, we may offer up to $375,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including pursuant to any applicable anti-dilution provisions. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement containing specific information about the terms of the securities being offered and the offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with any offering. Any prospectus supplement may also add, update or change information contained in this prospectus. If information in any prospectus supplement or any related free writing prospectus is inconsistent with the information in this prospectus, upon written then the information in that prospectus supplement or telephonic request any related free writing prospectus will apply and will supersede the information in this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement with, between or among them will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement or any related free writing prospectus. For more detailed information, see “Plan of Distribution” in this prospectus. Our common stock is traded on The Nasdaq Capital Market under the symbol “AVTX.” On April 11, 2023, the last reported sale price of our common stock was $3.10 per share. The aggregate market value of our outstanding common stock held by non-affiliates as of the date of this prospectus is $28.4 million based on 8,741,194 shares of outstanding common stock held by non-affiliates, and a per share price of $3.25 based on the closing sale price of our common stock on February 21, 2023 (a date within 60 days of the date hereof). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period if our public float, measured in accordance with such instruction, remains below $75.0 million. As of the date hereof, we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. The applicable prospectus supplement or any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement or any related free writing prospectus. This prospectus may not be used by us at to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should carefully read this prospectus, any prospectus supplement and any related free writing prospectus, together with additional information described in “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference”, before you invest in our principal executive offices securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus, in any accompanying prospectus supplement, any related free writing prospectus and in the documents incorporated by reference herein and therein, to read about factors you should consider before investing in our securities. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process. Under this shelf registration process, we may offer shares of our common stock, shares of our preferred stock, debt securities, warrants for such securities, or units consisting of a combination of any such securities, in one or more offerings, up to a total dollar amount of $375,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to any offering. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. Prospectus supplements and any related free writing prospectus may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement or any related free writing prospectus will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the following telephone number time of its effectiveness. This prospectus, together with the applicable prospectus supplements and address: 000 Xxxxxxxx Xxxxxxxany related free writing prospectus and the documents incorporated by reference herein and therein, Xxxxxxxxxwill include material information relating to the offering. You should carefully read this prospectus, Xxxxx 00000the applicable prospectus supplement and any related free writing prospectus, (000) 000-0000, Attn: Investor Relationsthe information and documents incorporated herein and therein by reference and the additional information under the heading “Where You Can Find Additional Information” before making an investment decision. You should rely only on the information we have provided or incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useprospectus supplement or any related free writing prospectus. We have not authorized any person anyone to provide you with information other than different from that provided contained or incorporated by reference in this prospectus, any supplement to this prospectus or any prospectus supplement or any related free writing prospectus. No dealer, salesperson or other offering materials we may useperson is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or any prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, prospectus or any prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as of the date on its cover page the front of the document and that any information in a document we have incorporated herein and therein by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in , regardless of the time of delivery of this prospectus or any prospectus supplement or any related free writing prospectus or any sale of a security. This prospectus contains summaries of certain provisions contained in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or and you may obtain copies of those documents as an exhibit to described below under the heading “Where You Can Find Additional Information.” To the extent there are inconsistencies between this prospectus, any prospectus supplement and any related free writing prospectus and any documents incorporated by reference. You can obtain copies of these documents from , the SEC or from us, as described abovedocument with the most recent date will control.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Information , and information that we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any filings that we make have previously filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2023, filed with the SEC on March 15, 2024; • Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on March 26May 10, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into in our Annual Report onForm 10-K for the year ended December 31, 2023 from our definitive proxy statement Definitive Proxy Statement on Schedule 14A14A relating to our 2024 annual meeting of stockholders, filed with the SEC on April 3026, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on each of February 22, 2024, February 22, 2024, February 27, 2024, February 28, 2024, March 261, 2024, March 5, 2024 and April 4March 28, 20242024 (excluding any information furnished but not filed in such reports under Item 2.02, Item 7.01, or Item 9.01); and • The description of our Class A common stock contained in our Registration Statement on Form 8-A A, filed October 3with the SEC on February 8, 20052021, including as updated by the description of our common stock contained in Exhibit 4.4 to our Annual Report on Form10-K for the year ended December 31, 2022, and any subsequent amendment or report filed with the SEC for the purpose of updating such the description. Nothing In addition, all future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the prospectus supplement until all of the shares of common stock offered hereby have been sold or the offering is otherwise terminated (in this prospectus each case, other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are be incorporated by reference into this prospectus but not delivered supplement and the accompanying prospectus supplement and will automatically be deemed to modify and supersede any information in this prospectus supplement, the accompanying prospectus and any document we previously filed with this prospectusthe SEC that is incorporated or deemed to be incorporated herein or therein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, upon written at no cost, by writing or telephonic request to telephoning us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. Xxxxxx Chief Financial Officer You should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents. From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that provided will be determined at the time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement, any amendment and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock, par value $0.0001 per share (“Common Stock”), and Public Warrants (as defined below) are traded on The New York Stock Exchange (“NYSE”) under the symbol “BBAI” and “XXXX.XX,” respectively. On April 5, 2023, the last reported sale price on NYSE of our Common Stock was $2.20 per share and the last reported sale price of our Public Warrants was $0.22 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive office is located at 0000 Xxxxxxxx Xxxxxxxx Drive, Suite 200, Columbia, Maryland 21046, and our telephone number is (000) 000-0000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 6 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS ii WHERE YOU CAN FIND MORE INFORMATION iv INCORPORATION OF DOCUMENTS BY REFERENCE iv CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS vi SUMMARY OF THE PROSPECTUS 1 RISK FACTORS 6 USE OF PROCEEDS 7 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF NEW WARRANTS 14 DESCRIPTION OF RIGHTS 17 DESCRIPTION OF UNITS 18 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 21 EXPERTS 21 We are responsible for the information contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this documentation 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 document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any other offering materials accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may useprovide you in connection with an offering or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectusprospectus or any accompanying prospectus supplement, any prospectus supplement and any other offering materials we may use is accurate only as of well as the date on its cover page and that any information in a document we have incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the document incorporated by referencedocuments containing the information, unless the information specifically indicates that another date applies. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents Our business, financial condition, results of any other documents are not necessarily complete, operations and are qualified in their entirety by referring you to copies of prospects may have changed since those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedates.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or supersedes information incorporated by reference into that we filed with the SEC prior to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below and any filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K ) that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our File No. 001-12830): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242020, filed with the SEC on March 2611, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on January 15, 2021 and March 265, 2024 and April 4, 20242021; and • The ● the description of our Class A common stock shares contained in our Registration Statement on Form 8-A A, filed with SEC on October 326, 20052009, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in description We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 88- K and exhibits filed on such form that are related to such items, and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of all offerings covered by this prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K (or corresponding information furnished under Item 9.01 or included as an exhibit to K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and addressLineage Cell Therapeutics, Inc., Attn: 000 Xxxxxxxx XxxxxxxSecretary, Xxxxxxxxx0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000, ; telephone: (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information Any statement contained in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document deemed to be incorporated by reference in this prospectus about the contents will be deemed modified, superseded or replaced for purposes of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits this prospectus to the registration statement, of which extent that a statement contained in this prospectus forms a partmodifies, supersedes or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovereplaces such statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which . This means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information Any statement contained in a document incorporated by reference in this prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein, or in any subsequently filed document, which also is an important incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated We hereby incorporate by reference into this prospectusprospectus supplement the following documents (other than the portions of these documents deemed to be “furnished” or not deemed to be “filed,” including the portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and including any filings we make exhibits included with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: Items): • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 2631, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 2022 (together, the “Annual Report”); • The information specifically incorporated by reference into our Current Reports on Form 8-K filed with the SEC on February 2, 2022 and March 18, 2022; and • the description of our capital stock contained in our Annual Report from our definitive proxy statement on Schedule 14AForm 10-K for the fiscal year ended December 31, 2019, filed with the SEC on April 30February 27, 2024; • Our Current Reports on Form 8-K2020, filed with pursuant to Section 12(b) of the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005Exchange Act, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents that we file with the SEC pursuant to Item Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than current reports on Form 8-K, or portions thereof, furnished under Items 2.02 or Item 7.01 of Form 8-K K) (or corresponding i) after the initial filing date of the registration statement of which this prospectus supplement forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus supplement and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus supplement from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information furnished under Item 9.01 or included as an exhibit to previously filed with the SEC. To the extent that any information contained in any current report on Form 8-K)K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference. We encourage you Upon written or oral request made to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will us at the address or telephone number below, we will, at no cost to the requester, provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, at no cost, a copy of any or all of the documents information that are has been incorporated by reference in this prospectus supplement (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus supplement. You may also access this information on our website at xxx.xxxxxxxxxx.xxx by viewing the “SEC Filings” subsection of the “Investor Relations” menu. No additional information on our website is deemed to be part of or incorporated by reference into this prospectus but not delivered with supplement. We have included our website address in this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressprospectus supplement solely as an inactive textual reference. Dallas TX 75247 Attn: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, Investor Relations Tel: (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.0000 S-10

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We file annual and special reports and other information with the SEC (File Number 001-36203). These filings contain important information that does not appear in this prospectus. The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the documents that contain such informationSEC. The information incorporated We are incorporating by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under Sections 13(a), 13(c), 14, or 15(d) the Exchange Act before the time that all of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains securities offered by this prospectus have been sold or de-registered: ● our annual report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 30, 2023; ● our Form 6-Ks furnished with the SEC on March 30, 2023, April 10, 2023, April 24, 2023, May 2, 2023, May 9, 2023, May 30, 2023, June 1, 2023, June 13, 2023, June 23, 2023, June 29, 2023, July 17, 2023, July 31, 2023, August 7, 2023, August 18, 2023 and prior to effectiveness of such registration statementAugust 31, and 2023 (ii) on or after the date of this prospectus and prior in each case, to the termination extent expressly incorporated by reference into our effective registration statements on Form F-3); and ● The description of the offering made pursuant our ordinary shares contained in Exhibit 2.1 to this prospectus: • Our our Annual Report on Form 1020-K F for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052023, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing In addition, any reports on Form 6-K submitted to the SEC by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement that we specifically identify in such forms as being incorporated by reference into the registration statement of which this prospectus forms a part and all subsequent annual reports on Form 20-F filed after the effective date of this registration statement and prior to the termination of this offering and any reports on Form 6-K subsequently submitted to the SEC or portions thereof that we specifically identify in such forms as being incorporated by reference into the registration 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. As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus shall be deemed to incorporate is qualified in its entirety by the information furnished to but not filed with and financial statements, including the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantnotes thereto, contained in the documents incorporated by reference herein. We will provide to each person, including any beneficial owner, to whom a this prospectus is delivered, a copy of these filings, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic oral request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000Can-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.Xxxx BioPharma Ltd.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose publicly available documents. The information that we incorporate by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this 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 incorporate by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus or in any document previously incorporated by reference is an important part of this prospectushave been modified or superseded. Information that we file subsequently with This prospectus supplement and the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this accompanying prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange ActAct (in each case, (iother than those documents or the portions of those documents not deemed to be filed) after between the date of the initial filing registration statement and the effectiveness of the registration statement that contains this prospectus and prior to following the effectiveness of such the registration statement, and (ii) on or after statement until the date of this prospectus and prior to the termination offering of the offering made pursuant to this prospectussecurities under the registration statement is terminated or completed: • Our our Annual Report on Form F orm 10-K for the fiscal year ended February 3December 31, 2024, 2019 and filed with the SEC on March 2610, 2024, as amended by the Annual 2020; • our Quarterly Report on Form F orm 10-K/A Q for the fiscal quarter ended March 31, 2020 and filed with the SEC on March May 12, 2020; • Current Reports on Form 8-K filed with the SEC on J anuary 27, 2024 (together2020, M information in such reports is filed and not furnished; arch 17, 2020, A pril 24, 2020 and M ay 20, 2020, to the “Annual Report”)extent the • our D efinitive Proxy Statement filed with the SEC on April 22, 2020, to the extent the information therein is filed and not furnished; and • The information specifically incorporated by reference into the description of our Annual Report from common stock which is registered under Section 12 of the Exchange Act, in our definitive proxy registration statement on Schedule 14AF orm 8-A, filed with the SEC on April 3017, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052018, including any amendment amendments or report reports filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement and the accompanying prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 15(d) of the Exchange Act after the date of this prospectus supplement but prior to the termination or included as an exhibit to completion of the offering. These documents include, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K), as well as proxy statements. We encourage you to read our periodic and current reports. We think You may request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy by contacting us, either orally or in writing, at the following: From time to time, we may offer up to $180,000,000 of any or all combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement. Our common stock is traded on the Nasdaq Global Market under the symbol “SURF.” On April 29, 2019, the last reported sale price of our common stock was $4.79 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We may sell these securities directly to investors, through agents designated from time to time, or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus but not delivered as described on page 8 of this prospectus. T able of Contents A BOUT THIS PROSPECTUS 1 S UMMARY 2 T HE SECURITIES WE MAY OFFER 7 R ISK FACTORS 8 S PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 9 U SE OF PROCEEDS 11 D ESCRIPTION OF CAPITAL STOCK 12 D ESCRIPTION OF DEBT SECURITIES 17 D ESCRIPTION OF WARRANTS 24 D ESCRIPTION OF UNITS 25 P LAN OF DISTRIBUTION 28 L EGAL MATTERS 31 E XPERTS 31 W HERE YOU CAN FIND MORE INFORMATION 31 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $180,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, upon written we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or telephonic request more free writing prospectuses to us at our principal executive offices at the following telephone number be provided to you that may contain material information relating to these offerings. The prospectus supplement and address: 000 Xxxxxxxx Xxxxxxxany related free writing prospectus that we may authorize to be provided to you may also add, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationsupdate or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should rely only on 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 any of the securities offered. Neither we, nor any agent, underwriter or provided 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 or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated 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 and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of 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. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The Later information incorporated by reference is an important part of this prospectus. Information that we file subsequently filed with the SEC will automatically update and supersede this prospectusinformation. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information The following documents are incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 267, 2024, 2023 as amended by the Annual Report on Form 10-K/A filed with the SEC on March 2714, 2024 (together, the “Annual Report”); 2023. • The information specifically incorporated by reference into our Annual Our Current Report from our definitive proxy statement on Schedule 14A, Form 8-K filed with the SEC on April 30February 10, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and 2023. • The description of our Class A common stock contained in our Registration Statement on Form onForm 8-A A, filed with the SEC on October 31, 20052021, including and any other amendment or report filed with the SEC for the purpose of updating such description. Nothing An updated description of our capital stock is included in this prospectus shall be deemed to under “Description of Common Stock” and “Description of Preferred Stock”. We also incorporate information by reference into this prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings, at no cost, by contacting us at: Volcon, Inc. Attn: Chief Financial Officer 0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxx TX 78665 Tel: (000) 000-0000 Email: xxxx@xxxxxx.xxx. Any statement contained herein or in a copy of any document incorporated or all of the documents that are deemed to be incorporated by reference into this prospectus but not delivered with document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this prospectus, upon written document or telephonic request any other subsequently filed document that is deemed to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information be incorporated by reference into this document modifies or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that supersedes the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows Southern States to incorporate by reference” into this prospectus reference the information we file with the SECSouthern States files, which means that we Southern States can disclose important information to you by referring you to the documents that contain such informationthose documents. The information that Southern States incorporates by reference is considered to be a part of this proxy statement/prospectus, and the information Southern States later files with the SEC that is incorporated by reference is an important part of in this prospectus. Information that we file subsequently with the SEC proxy statement/ prospectus will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth previously contained in this proxy statement/prospectus and/or information and any incorporated document. Any statement contained in this proxy statement/prospectus or in a document incorporated by reference into in this prospectus, you should rely on proxy statement/prospectus will be deemed modified or superseded to the information extent that a later statement contained in this proxy statement/prospectus or in an incorporated document modifies or supersedes such earlier statement. Southern States is not, however, incorporating by reference any document or portions thereof, whether specifically listed below or filed in the document future, that was filed later. We incorporate are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K. This proxy statement/prospectus incorporates by reference the documents listed below and any filings we make that Southern States has filed with the SEC under Sections (excluding any portion of these documents that has been furnished to and deemed not to be filed with the SEC): • Annual Report on Form 10-K For the fiscal year ended December 31, 2023, filed on March 14, 2024 (including information specifically incorporated by reference into such Annual Report on Form 10-K from our Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Stockholders filed on March 22, 2024) • Quarterly Report on From 10-Q For the quarter ended March 31, 2024 • Current Reports on Form 8-K Filed January 18, 2024, February 28, 2024, March 21, 2024, April 18, 2024 and May 2, 2024 • The description of our common stock contained in our Registration Statement on Form 8-A ............................ Filed August 10, 2021 Southern States also incorporates by reference any future documents Southern States may file with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) excluding any document or portion thereof that has been furnished to and deemed not to be filed with the SEC, including those filed after the initial filing date of the registration statement that contains of which this proxy statement/prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus forms a part and prior to the termination special meeting. These documents are available without charge to you on the Investor Relations section of the offering made pursuant to this prospectusSouthern States’ website at xxx.xxxxxxxxxxxxxxxxxx.xxx or if you call or write to: • Our Annual Report on Form 10-K for the fiscal year ended February 3Investor Relations, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx XxxxxxxXxxxxx, XxxxxxxxxXxxxxxxx, Xxxxx Xxxxxxx 00000, or (000) 000-0000. Information on Southern States’ website is not part of, Attn: Investor Relations. You should rely only on and Southern States is not incorporating the information incorporated by reference or provided in contents of its website into, this prospectus, any supplement to this proxy statement/prospectus or any other offering materials we may useamendment hereto. We have not authorized any person to provide information other than that provided in this This proxy statement/prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that which constitutes part of the registration statement, does not contain all of the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus presented or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by referencestatement and its exhibits. You can may obtain copies of these documents from the SEC or from us, a copy of the registration statement and exhibits that Southern States filed with the SEC as described above. The registration statement may contain additional information that may be important to you.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” into this prospectus the and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information Certain information that we subsequently file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between and supersede information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on and in our other filings with the information contained in the document that was filed laterSEC. We incorporate by reference the documents listed below below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after until all the initial filing of the registration statement that contains securities offered by this prospectus have been sold and prior all conditions to effectiveness the consummation of such registration statementsales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and (iinot filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusother furnished document: • Our our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A2022, filed with the SEC on April 3021, 20242022; • Our our Quarterly Report on Form 10-Q for the quarter ended May 28, 2022, filed with the SEC on June 29, 2022; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K, K filed with the SEC on March 26May 27, 2024 2022, June 29, 2022, July 15, 2022 and April 4August 31, 20242022; and • The the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3with the SEC on May 11, 20051992, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 You may request a copy of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, filings at no cost, a copy of any by writing or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to calling us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, XxxxxxxxxXxxxxxx Xxxxxx, Xxxxx Xxx Xxxxxx 00000, telephone: (000) 000-0000, AttnAttention: Investor Relations. You should rely only We may offer, issue and sell shares of our common stock from time to time. These securities may be offered together or separately and in one or more series, if any, in amounts, at prices and on other terms to be determined at the information incorporated by reference or provided time of the offering and described in this prospectus, any supplement to this an accompanying prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may usesupplement. You should assume read this prospectus and any prospectus supplement carefully before you invest. Our common stock is listed on Nasdaq under the symbol “BBBY.” We may offer and sell these securities through one or more underwriters, dealers or agents, through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers, on a continuous or delayed basis. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. Investing in the offered securities involves risks. You should carefully read and consider the information in this prospectus, any the applicable prospectus supplement and the risk factors described in any other applicable prospectus ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 BED BATH & BEYOND INC. 4 RISK FACTORS 5 USE OF PROCEEDS 6 DESCRIPTION OF COMMON STOCK 7 PLAN OF DISTRIBUTION 9 LEGAL MATTERS 11 EXPERTS 11 WHERE YOU CAN FIND MORE INFORMATION, INCORPORATION BY REFERENCE 11 This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, for the delayed offering materials and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf process, we may use is accurate only as of periodically sell the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make securities described in this prospectus in one or more offerings. This prospectus provides a general description of our common stock that we may offer. Each time we offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate, and this prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy securities in any document incorporated by reference jurisdiction where, or to any person to whom, it is unlawful to make such an offer or solicitation. You should not assume that the information contained in this prospectus about and any accompanying prospectus supplement is correct on any date after the contents respective dates of any other documents the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or supplements are not necessarily complete, and delivered or securities are qualified in their entirety by referring you to copies of those documents that are filed as exhibits sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. Since the respective dates of the prospectus contained in this registration statementstatement and any accompanying prospectus supplement, our business, financial condition, results of operations and prospects may have changed. The prospectus supplement may also add, update or change information, including information about us, contained in this prospectus. Therefore, before making your investment decision, you should carefully read: • this prospectus; • any applicable prospectus supplement, which (1) explains the specific terms of the securities being offered and (2) updates and changes information in this prospectus; and • the documents referred to in “Where You Can Find More Information” in this prospectus forms a partfor information about us, or as an exhibit including our financial statements. References to “we,” “us,” “our” and the documents incorporated by reference. You can obtain copies of these documents “Company” and “Bed Bath & Beyond” are references to Bed Bath & Beyond Inc. and its consolidated subsidiaries, unless it is clear from the SEC or from us, as described above.context that we mean only Bed Bath & Beyond Inc..

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We SEC rules allow us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the documents that contain such informationSEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information that , and the information we file subsequently with the SEC prior to the completion of this offering will automatically update this prospectusand supersede such information. In other words, in We previously filed the case of a conflict or inconsistency between information set forth in this prospectus and/or information following documents with the SEC and such filings are incorporated by reference into this prospectus, you should rely on prospectus supplement and the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed February 319, 20242020 (including portions of our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, filed with the SEC on March 2630, 2024, as amended 2020 that are specifically incorporated therein by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”reference); and • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed January 15, 2020 and February 20, 2020. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC on March 26under Section 13(a), 2024 and April 413(c), 2024; and • The description 14 or 15(d) of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3the Exchange Act, 2005, including any amendment or report filed with from the SEC for the purpose date of updating such description. Nothing in this prospectus shall be deemed to incorporate supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information furnished to but not filed with the SEC pursuant to “furnished” under Item 2.02 or Item 7.01 of Form 8-K (or corresponding other information furnished under Item 9.01 “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC or included through the SEC’s website as described in “Where You Can Find More Information.” Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are has been specifically incorporated by reference into this prospectus but not delivered with this prospectussupplement, upon written by writing or telephonic request to us at calling our principal executive offices Investor Relations Department at the following address and telephone number number. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and address: 000 Xxxxxxxx Xxxxxxxamendments, Xxxxxxxxxif any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at xxx.XxxxxxxxxXxxx.xxx. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Land Corporation, 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, XX 00000, (or by calling our toll-free investor relations line at 0-000) -000-0000. The SEC also maintains a website that contains reports, Attn: Investor Relations. You should rely only on proxy and information statements, and other information regarding issuers that file electronically with the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useSEC at xxx.xxx.xxx. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that contain all of the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, of which this prospectus forms a part, or as an exhibit to you may examine the documents incorporated by reference. You can obtain copies of these documents from registration statement on Form S-3 and the SEC or from us, as described aboveexhibits filed with it at the locations listed in the previous paragraph.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectusprospectus supplement. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference into this prospectus supplement the information or documents listed below and any filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K ) that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our File No. 001-12830): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242023, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 277, 2024 (together, the “Annual Report”); • The information specifically , including all material incorporated by reference into therein; ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on February 6, 2024, February 15, 2024, and March 26, 2024 and April 422, 2024; and • The ● the description of our Class A common stock shares contained in our Registration Statement on Form 8-A A, filed with SEC on October 326, 20052009, including any amendment or report filed with the SEC for the purpose of updating such description, including the description of our common shares in Exhibit 4.02 of the Annual Report. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits furnished with such reports related to such items, and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included as an exhibit 15(d) of the Exchange Act after the date of this prospectus supplement but prior to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantthe termination of the offering of the common shares covered by this prospectus supplement. We will provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with this prospectusthe prospectus supplement, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and addressLineage Cell Therapeutics, Inc., Attn: 000 Xxxxxxxx XxxxxxxSecretary, Xxxxxxxxx0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000, ; telephone: (000) 000-0000. You may also access these documents on our website at xxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus supplement and is not incorporated by reference into this prospectus supplement. Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, Attn: Investor Relationsexcept as so modified or superseded, to constitute a part of this prospectus supplement. From time to time, we may offer up to $75,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should rely only carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common shares trade on the NYSE American and the Tel Aviv Stock Exchange (“TASE”) under the symbol “LCTX.” On March 10, 2021, the last reported sale price of our common shares on the NYSE American was $2.25 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NYSE American, TASE, or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS i RISK FACTORS 5 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 8 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF CAPITAL STOCK 9 PLAN OF DISTRIBUTION 22 DESCRIPTION OF WARRANTS 17 EXPERTS 24 LEGAL MATTERS 24 WHERE YOU CAN FIND MORE INFORMATION 24 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. 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 also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. 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 any of the securities offered. Neither we, nor any agent, underwriter or provided 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 or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated 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 and or any other offering materials we may use related free writing prospectus is accurate only as of on any date subsequent to the date set forth on its cover page and the front of such document or that any information in a document we have incorporated by reference is accurate only as of 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. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or supplement supersedes information incorporated by reference into that we filed with the SEC prior to the date of this prospectus, you should rely on the information contained in the document that was filed laterprospectus supplement. We incorporate by reference into this prospectus supplement and the registration statement of which this prospectus supplement is a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: File No. 001-38542): • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242020, filed with the SEC on March 2611, 20242021; • our definitive Proxy Statement on Schedule 14A , as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27April 29, 2024 2021, as subsequently amended on June 2, 2021 (together, the “Annual Report”); • The information specifically excluding those portions that are not incorporated by reference into our Annual Report from on Form 10-K for the fiscal year ended December 31, 2020); • our definitive proxy statement Quarterly Reports on Schedule 14AForm 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC on April 30May 12, 20242021, August 12, 2021 and November 9, 2021, respectively; • Our our Current Reports on Form 8-K, K filed with the SEC on March 26January 11, 2024 2021, June 1, 2021, June 2, 2021, June 30, 2021, November 9, 2021 and April 4November 15, 20242021, in each case to the extent the information in such reports is filed and not furnished; and • The the description of our Class A common stock contained in our Registration Statement on Form registration statement onForm 8-A filed October 3with the SEC on June 19, 20052018, including any amendment amendments or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing Notwithstanding the statements in this prospectus shall be deemed the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to incorporate information furnished to but not filed with the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus. We also incorporate by reference into this prospectus supplement all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included 15(d) of the Exchange Act after the date of this prospectus supplement but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and addressXxxxx Life Sciences, Inc., Attn: 000 Xxxxxxxx XxxxxxxXxxx Xxxxxx, Secretary, 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx 00000, ; telephone: (000) 000-0000. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, Attn: Investor Relationssuperseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement. From time to time, we may offer up to $200,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should rely only carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “KZR.” On September 10, 2020, the last reported sale price of our common stock was $4.66 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on Nasdaq or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 23, 2020. ABOUT THIS PROSPECTUS i SUMMARY 1 RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 10 USE OF PROCEEDS 12 DESCRIPTION OF CAPITAL STOCK 13 DESCRIPTION OF DEBT SECURITIES 19 DESCRIPTION OF WARRANTS 26 LEGAL OWNERSHIP OF SECURITIES 28 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 33 EXPERTS 33 WHERE YOU CAN FIND MORE INFORMATION 33 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 34 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. 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 also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. 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 any of the securities offered. Neither we, nor any agent, underwriter or provided 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 or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated 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 and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of 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. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We This Prospectus Supplement is part of a registration statement filed with the SEC. The Fund is permitted to “incorporate by reference” into this prospectus the information we file filed with the SEC, which means that we the Fund can disclose important information to you by referring you to those documents. In addition, all documents subsequently filed by the documents that contain such informationFund pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information furnished rather than filed) prior to the termination of the offering shall be deemed to be incorporated by reference into this Prospectus Supplement. The information incorporated by reference is an important part of this prospectusProspectus Supplement. Information Any statement in a document incorporated by reference into this Prospectus Supplement will be deemed to be automatically modified or superseded to the extent a statement contained in (1) this Prospectus Supplement or (2) any other subsequently filed document that we file subsequently is incorporated by reference into this Prospectus Supplement modifies or supersedes such statement. The documents incorporated by reference herein include: • the Fund’s Statement of Additional Information, dated September 28, 2023, filed with this Prospectus Supplement and the SEC will automatically update accompanying Prospectus; • the Fund’s Semi-Annual Report on Form N-CSRS, filed on June 2, 2023; • the Fund’s Proxy Statement on Form DEF 14A, filed on January 20, 2023; • the Fund’s Annual Report on Form N-CSR, filed on December 2, 2022; and • the Fund’s Description of Common Shares on Form 8-A, filed on April 12, 2013. The Fund’s periodic reports filed pursuant to Section 30(b)(2) of the 1940 Act and Sections 13 or 15(d) of the Exchange Act, as well as this prospectusProspectus Supplement, are available on the Fund’s website at xxx.xxxxxxxxxx.xxx. In Other information contained on the website is not incorporated into this Prospectus Supplement and you should not consider information contained on the website to be part of this Prospectus Supplement. You may also request a copy of these filings (other wordsthan exhibits, in unless the case of a conflict or inconsistency between information set forth in this prospectus and/or exhibits are specifically incorporated by reference into these documents) and any other information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, Prospectus Supplement or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus accompanying Prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, SAI upon written or telephonic oral request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxxno cost by contacting your financial intermediary if you invest through a financial intermediary. If you are a direct investor, Xxxxxxxxx, Xxxxx 00000, you may call 877-DLINE11 (000) -000-0000), Attn: Investor Relationssend an email request to xxxxxxxx@xxxxxxxxxx.xxx or write to the Fund at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000. You should rely only on In addition, the SEC maintains a website at xxx.xxx.xxx that contains these reports, proxy and information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily completestatements, and are qualified in their entirety by referring you to copies of those documents other information, including filings on Form N-PORT and N-CEN, regarding issuers that are filed as exhibits to file electronically with the registration statementSEC, of which this prospectus forms including the Fund. DoubleLine Income Solutions Fund (the “Fund”) is a partdiversified, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from usclosed-end management investment company that commenced operations on April 26, as described above2013.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated we incorporate by reference is an important part of this prospectus. Information prospectus supplement, and later information that we file subsequently with the SEC will automatically update and supersede some of this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections Section 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or amended (the Exchange Act), (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or including filings made after the date of the initial registration statement, until we sell all of the shares covered by this prospectus and prior to supplement or the termination sale of the offering made shares by us pursuant to this prospectusprospectus supplement is terminated. In no event, however, will any of the information that we furnish to, pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than file with, the SEC be incorporated by reference or otherwise be included herein, unless such information is expressly incorporated herein by a reference in such furnished Current Report on Form 8-K or other furnished document. The documents we incorporate by reference are: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242016, filed with the SEC on March 2630, 2024, as amended 2017; • the information specifically incorporated by the reference into our Annual Report on Form 10-K for the year ended December 31, 2016 from our definitive proxy statement relating to our 2017 annual meeting of stockholders, which was filed on April 24, 2017; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 15, 2017; • our Current Reports on Form 8-K or Form 8-K/A filed with the SEC on March 27January 25, 2024 2017, February 13, 2017, February 14, 2017, February 17, 2017, April 6, 2017, May 19, 2017 and June 2, 2017 (together, each to the “Annual Report”extent filed and not furnished); and • The information specifically the description of our common stock contained in the registration statement on Form 8-A (File no. 001-36332), filed on March 4, 2014, and all amendments and reports updating such description. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We will provide each person to whom a prospectus supplement is delivered a copy of all of the information that has been incorporated by reference in this prospectus supplement but not delivered with the prospectus supplement. You may obtain copies of these filings, at no cost, through the “Investor Relations” section of our Annual Report website (xxx.xxxxxxx.xxx) and you may request a copy of these filings (other than an exhibit to any filing unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address: Information on, or that can be accessed through, our website is not incorporated into this prospectus or other securities filings and is not a part of these filings. From time to time, we may offer and sell shares of preferred stock, common stock, debt securities or warrants to purchase debt securities, preferred stock, common stock or any combination of these securities, either separately or in units, in one or more offerings in amounts, at prices and on terms that we will determine at the time of the offering. The debt securities and warrants may be convertible into or exercisable or exchangeable for preferred stock, common stock or debt securities and the preferred stock may be convertible into or exchangeable for common stock. The aggregate initial offering price of all securities sold by us under this prospectus will not exceed $100,000,000. Each time we offer securities, we will provide you with specific terms of the securities offered in supplements to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus, the information incorporated by reference in this prospectus, any applicable prospectus supplement and the additional information described below under the heading “Where You Can Find More Information” carefully before you invest in any securities. The securities offered by this prospectus may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers. We will set forth the names of any underwriters or agents in an accompanying prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Our common stock is listed on The NASDAQ Capital Market under the symbol “ALDX”. The last reported sale price of our definitive proxy common stock on August 21, 2015 was $7.41 per share. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS. SEE “RISK FACTORS” ON ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 1 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 THE COMPANY 5 OUR CORPORATE INFORMATION 5 RISK FACTORS 6 DESCRIPTION OF SECURITIES 38 USE OF PROCEEDS 51 RATIO OF FIXED CHARGES AND PREFERENCE DIVIDENDS TO EARNINGS 51 DIVIDEND POLICY 51 PLAN OF DISTRIBUTION 51 LEGAL MATTERS 52 EXPERTS 53 Unless the context otherwise requires, throughout this prospectus and any applicable prospectus supplement, the words “Aldeyra” “we,” “us,” the “registrant” or the “company” refer to Aldeyra Therapeutics, Inc.; the term “securities” refers collectively to our preferred stock, common stock, debt securities or warrants to purchase preferred stock, common stock or debt securities, or any combination of the foregoing securities. This prospectus is part of a registration statement on Schedule 14AForm S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Using this process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offering transactions up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell any securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the specific terms of that particular offering. Each such prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. To the extent that any statements that we make in a prospectus supplement are inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to the offering of the securities described in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sales of securities. To obtain additional information that may be important to you, you should read the exhibits filed by us with the registration statement of which this prospectus is a part or our other filings with the SEC. You should read this prospectus, any applicable prospectus supplement and the additional information described below under “Where You Can Find More Information” before making any investment decision with respect to the securities offered hereby. We have filed with the SEC a registration statement on April 30Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, 2024; • which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement, as permitted by the SEC. For further information pertaining to us and the securities offered in this prospectus, reference is made to that registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings can be read and copied at the SEC’s Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The public may obtain information on the operation of the public reference room by calling the SEC at 0-000-XXX-0000. Also, the SEC maintains a website at xxx.xxx.xxx that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. Our common stock is listed on the NASDAQ Capital Market under the symbol “ALDX.” General information about our company, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, filed with as well as any amendments and exhibits to those reports, are available free of charge through our website at xxx.xxxxxxx.xxx as soon as reasonably practicable after we file them with, or furnish them to, the SEC on March 26SEC. Information on, 2024 and April 4or than can be accessed through, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but website is not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but or other securities filings and is not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies part of these documents from the SEC or from us, as described abovefilings.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the documents that contain such informationinformation in this prospectus. The information incorporated by reference is an important considered to be part of this prospectus. Information , and later information that we file subsequently with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any filings that we make have filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC under on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 9, 2022; • our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 2, 2022 (solely to the extent specifically incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2021); • our Current Reports on Form 8-K filed with the SEC on March 21, 2022 and April 18, 2022 (except for information contained therein which is furnished rather than filed); • the description of our common stock contained in our Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, on October 1, 1999, as updated by Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2020, including any amendments or reports filed for the purpose of updating such description; and • all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant of the underlying securities (excluding any portions of such documents that are deemed “furnished” to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-Kapplicable rules and regulations). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, at no coston written or oral request of such person, a copy of any or all of the documents that are incorporated by reference into in this prospectus but (not delivered with including exhibits to such documents, unless such exhibits are specifically incorporated by reference in this prospectusprospectus or into such documents). You should direct any requests for documents to: Plug Power Inc. 000 Xxxxxx Xxxxxx Xxxx Xxxxxx, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressXxx Xxxx, 00000 Attention: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, General Counsel Telephone: (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC’s rules allow us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement and the accompanying prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement and the accompanying prospectus, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this supplement and the accompanying prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus supplement, the accompanying prospectus and the registration statement of which this prospectus supplement and the accompanying prospectus are a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a)SEC, 13(c), 14, or 15(d) excluding any portions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement any Form 8-K that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior are not deemed “filed” pursuant to the termination General Instructions of the offering made pursuant to this prospectusForm 8-K, unless indicated otherwise: • Our The Annual Report on Form 10-–K for the fiscal year ended February 3December 31, 2023, filed on March 29, 2024, and the portions of our proxy statement on Schedule 14A for our 2024 Annual Meeting of Shareholders filed with the SEC on April 23, 2024 that are incorporated by reference therein; • The Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30May 13, 2024; • Our Current Reports on Form 8-K, K as filed with the SEC on January 17, 2024, February 2, 2024, February 8, 2024, February 12, 2024, March 264, 2024 2024, and April 419, 2024; and • The description of our Class A the Company’s common stock contained in our the Company’s Registration Statement on Form 8-A filed October 3A, 2005, including any amendment or report filed with the SEC on August 5, 2022, as updated by the description of capital stock contained in Exhibit 4.2 to Amendment No. 1 to the Annual Report on Form 10-K/A for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not year ended December 31, 2022, filed with the SEC pursuant to on March 15, 2024. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit and exhibits filed on such form that are related to such items unless such Form 8-KK expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. We encourage you Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to read our periodic modify and current reportssupersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We think You can request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy by writing or telephoning us at the following address or telephone number: This prospectus relates to the sale from time to time in one or more offerings of up to $175,000,000 of shares of our common stock, par value $0.0001 (“Common Stock”); shares of our preferred stock, par value $0.0001 (“Preferred Stock”), which we may issue in one or more series or classes; debt securities, which we may issue in one or more series; warrants to purchase our Common Stock, Preferred Stock or debt securities; and units (collectively referred to as the “securities”). We will provide the specific terms of any securities to be offered in one or all more supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement. When securities are offered under this prospectus, we will provide you with a prospectus supplement describing the specific securities being offered, the manner in which they are being offered, the offering price of the securities and the net proceeds from the sale of those securities. The securities may be offered separately or together in any combination or as a separate series. You should carefully read this prospectus and any accompanying prospectus supplement, together with any documents that are incorporated by reference into this prospectus but not delivered with this prospectusherein and therein, upon written before you invest in our securities. We may sell these securities to or telephonic request through underwriters, to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxxother purchasers, Xxxxxxxxxthrough dealers or agents or through any combination of these methods, Xxxxx 00000, (000) 000-0000, Attn: Investor Relationson a continuous or delayed basis. You should rely only For additional information on the information incorporated by reference or provided methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus, . If any supplement agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. We are an “emerging growth company” under applicable Securities and Exchange Commission (the “SEC”) rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.” Our Common Stock is traded on The New York Stock Exchange under the symbol “QBTS” On April 15, 2024, the last reported sale price of our Common Stock on NYSE Capital Market was $1.58. Investing in our securities involves substantial risks. See “Risk Factors” beginning on page 3 of this prospectus and in the applicable prospectus supplement, and in any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents herein or therein, for factors you should consider before buying any of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described aboveour securities.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC’s rules allow us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important deemed to be part of this prospectus. Information , and subsequent information that we file subsequently with the SEC will automatically update this prospectusand supersede that information. In other words, in the case of a conflict or inconsistency between information set forth Any statement contained in this prospectus and/or information or a previously filed document incorporated by reference into will be deemed to be modified or superseded for purposes of this prospectus, you should rely on prospectus to the information extent that a statement contained in the this prospectus or a subsequently filed document incorporated by reference modifies or replaces that was filed laterstatement. We This prospectus and any accompanying prospectus supplement incorporate by reference the documents listed set forth below and any filings we make that have previously been filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021; • our Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022; • the portions of the Definitive Proxy Statement on Schedule 14A filed with the SEC on March 26April 22, 2024, as amended 2022 incorporated by reference in the Annual Report on Form 10-K/A filed with K for the SEC on March 27year ended December 31, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-KK filed on June 14, 2022, October 21, 2022 and October 25, 2022; and • our registration statement on Form 10 filed with the SEC on March 26August 11, 2024 2015, as amended and April 4declared effective on October 21, 2024; and • The 2015, including, without limitation, the description of our Class A common capital stock contained in our Registration Statement on Form 8-A such registration statement, and all reports filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus shall be deemed prospectus, prior to incorporate the termination of this offering but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We SEC, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request and deemed to us at our principal executive offices at the following telephone number and address: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to be part of this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of from the date of the document incorporated by referencefiling of such reports and documents. The statements that we make in this prospectus or in You may request a free copy of any document of the documents incorporated by reference in this prospectus about by writing or telephoning us at the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits following address: Exhibits to the registration statementfilings will not be sent, of which however, unless those exhibits have specifically been incorporated by reference in this prospectus forms a part, or as an exhibit to the applicable prospectus supplement. Our reports and documents incorporated by referencereference herein may also be found in the “Investors” section of our website at xxxx://xxx.xxxx.xxx. You can obtain copies Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus. Table 1: Newly Registered 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 these documents from the SEC or from usRegistration Fee Equity Common Stock, as described above.par value $0.0001 per share Rule 457(o)(1) — — $500,000,000 0.00014760 $73,800.00 Total Offering Amounts $500,000,000 $73,800.00 Total Fees Previously Paid —