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

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the following documents into this prospectus: ● Our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectusprospectus supplement: ● • Our Annual Report on Form 10-K for the year ended December 31, 2019 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 20202021, as amended by Form 10- K/A filed with the SEC on April 29, 2020respectively; ● • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, 2021 and June 30, 2020 and September 30, 2020 2021 filed with the SEC on May 15, 2020, August 14, 2020 2021 and November 12August 13, 20202021, respectively; ● • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 220, 20202021, January 10February 16, 20202021, February 18, 2021, March 2319, 20202021, March 25, 2021, March 26, 2021, March 30, 2021, April 17, 2020, April 16, 2020, April 17, 20202021, May 1513, 2020, May 22, 20202021, June 43, 2020, July 16, 20202021, August 1412, 20202021, August 1718, 20202021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 2021 and January 20, October 19. 2021; ● • Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 1615, 20202021; and ● • The description of the Registrant’s our Common Stock contained in the Registrant’s our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectusprospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference intointo the accompanying prospectus, this prospectusprospectus supplement, in any future accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. WHERE YOU CAN FIND MORE INFORMATION This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. PROSPECTUS $100,000,000 Common Stock Preferred Stock Warrants Units We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. 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. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. We are an "emerging growth company," as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 5 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. You should carefully read and consider these risk factors before you invest in our securities. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. 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 February 11, 2021. TABLE OF CONTENTS Page About this Prospectus 1 Cautionary Note Regarding Forward-Looking Statements 2 The Company 3 Risk Factors 5 Description of the Securities that may be Offered 6 Use of Proceeds 13 Plan of Distribution 14 Legal Matters 17 Experts 18 Incorporation of Certain Information by Reference 19 Where You Can Find More Information 21 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information that we file with it into this prospectusprospectus supplement and the accompanying prospectuses, which means that we can disclose important information about us to you by referring you to another document filed separately with those documents. The information incorporated by reference is an important part of this prospectus supplement and the SEC. These other documents contain important information about us, our financial condition and our results of operationsaccompanying prospectuses. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully prospectus supplement and the accompanying prospectuses, and information incorporated herein by reference because it is an important part of that we file later with the SEC will automatically update and supersede information contained in this prospectusprospectus supplement and the accompanying prospectuses. We hereby incorporate by reference the following documents into this prospectuslisted below that we have previously filed with the SEC: ● Our Annual Report on Form 10-K for the year ended December 31, 2019 2019, filed with the SEC on March 16, 2020; ● our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020, filed with the SEC on May 11, 2020, and June 30, 2020, filed with the SEC on August 6, 2020; ● the information specifically incorporated by reference into our Annual Report on Form 10-K from 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 10- 8-K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 2321, 2020, April 1, 2020, April 16, 2020, April 177, 2020, May 15, 2020, May 22, 2020, June 421, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 158, 2020 and January 20July 29, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 20202020 (other than any portions thereof deemed furnished and not filed); and ● The the description of the Registrant’s Common Stock our common stock, par value $0.0001 per share, contained in the Registrant’s Registration Statement on our Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November April 14, 2018 pursuant to Rule 424(b) under 2015, including any amendment or report filed for the Securities Act, relating to the Registration Statement on Form S-4, as amendedpurpose of updating such description. Additionally, all All reports and other documents filed by us that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus and before until the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness offering of the registration statement) shall securities hereunder will also be deemed considered to be incorporated by reference into this prospectus supplement and the accompanying prospectuses from the respective dates date of the filing of such these reports and documents. Any , and will supersede the information herein; provided, however, that all reports, exhibits and other information that we subsequently file with “furnish” to the SEC that is will not be considered incorporated by reference as described above will automatically update and supersede into this prospectus supplement or the accompanying prospectuses. We undertake to provide without charge to each person (including any previous information that is part beneficial owner) who receives a copy of this prospectus. You may obtain any of prospectus supplement and the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provideaccompanying prospectuses, free of chargeupon written or oral request, a copy of any all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Additional Information,” above. Any statements contained in a document incorporated by reference in this prospectus supplement and the accompanying prospectuses shall be deemed to be modified, superseded or replaced for purposes of this prospectus supplement and the accompanying prospectuses to the extent that a statement contained in this prospectus supplement (excluding exhibits to such or in any other subsequently filed document unless an exhibit which also is specifically incorporated by reference in this prospectus supplement and the documentaccompanying prospectuses) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx modifies, supersedes or by writing replaces such statement. Any statement so modified, superseded or calling us at replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus supplement or the following address or telephone number: Phunwareaccompanying prospectuses. Statements contained in this prospectus supplement, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents accompanying prospectuses and any document incorporated by reference can as to the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference is made to the copy of the contract, agreement or other document filed as an exhibit to the registration statements or any incorporated document, each statement being so qualified by this reference. PROSPECTUS Xxxxxx Pharmaceuticals Holdings, Inc. $200,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units 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 made via email 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 exceed $200,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the time 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 April 23, 2020 as quoted on the Nasdaq Global Market was $5.91 per share. You are urged to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxobtain current market quotations of our common stock. We have no preferred stock, warrants, debt securities, subscription 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 carefully consider the risks that we refer you to under the section captioned “Risk Factors” in this prospectus on page 2 before buying our securities. Should we offer any of the 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. 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 May 1, 2020. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 RISK FACTORS 2 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 3 FORWARD-LOOKING STATEMENTS 3 DESCRIPTION OF CAPITAL STOCK 4 THE SECURITIES WE MAY OFFER 4 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF STOCK WARRANTS 7 DESCRIPTION OF UNITS 15 DESCRIPTION OF SUBSCRIPTION RIGHTS 14 PLAN OF DISTRIBUTION 18 FORMS OF SECURITIES 16 EXPERTS 21 LEGAL MATTERS 21 ADDITIONAL INFORMATION 22 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 22 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 24 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 only on the information contained in, or incorporated by reference into, in this prospectus, in any prospectus and the accompanying prospectus supplement or in any free writing prospectus filed by us with the SECthat we have referred you to. We have not authorized anyone to provide you with different or additional information. We are This prospectus and any prospectus supplement do not offering constitute an offer to sell or soliciting 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 jurisdiction where the 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 prospectus supplement is correct as of any time after its date. ABOUT THIS PROSPECTUS 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 from time to time offer and sell, in one or more offerings, any or all of the securities described in this prospectus, separately or together, up to an aggregate offering price of $200,000,000. This prospectus provides you with a general description of our securities being offered. When we issue the securities being offered by this prospectus, we will provide a prospectus supplement (which term includes, as applicable, the at-the-market sale agreement prospectus filed with the registration 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.” PROSPECTUS SUMMARY The following summary highlights some information from this prospectus. It is not permittedcomplete 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 2 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. About Us We are a Phase 3, clinical stage pharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic and serious inflammatory and fibrotic diseases with clear unmet medical needs by targeting the human endocannabinoid system, or ECS. We are developing a pipeline of cannabinoid drug candidates which are rationally designed, synthetic, small molecule drugs which target the ECS to treat inflammatory and fibrotic diseases. Our focus on the ECS is backed by an ever-expanding body of knowledge on the biology of the ECS and its role as being a master regulator of inflammation and fibrosis. Our lead investigational drug candidate, lenabasum, is a novel, synthetic, oral, cannabinoid type 2 (CB2) agonist designed to resolve chronic inflammation, limit fibrosis and support tissue repair. We are currently developing lenabasum to treat four life threatening diseases: systemic sclerosis, or SSc, dermatomyositis, or DM, cystic fibrosis, or CF, and systemic lupus erythematosus, or SLE. In addition, we are developing a pipeline of experimental drug candidates from our library of novel compounds targeting the ECS. Our pipeline also includes CRB-4001, a second generation, peripherally restricted cannabinoid receptor type 1, or CB1, inverse agonist designed to treat organ specific fibrotic liver diseases, such as nonalcoholic steatohepatitis, or XXXX. Corporate Information Our principal executive offices are located at 000 Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxxxxxxxxx.xxx. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not assume that the rely on our website or any such information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable documentmaking your decision whether to purchase our securities.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus, which prospectus supplement the information we file with the SEC. This means that we can disclose important information about us to you by referring you to another those documents. Any statement contained in a document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered 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 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 prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectusprospectus supplement. We hereby incorporate by reference into this prospectus supplement the following documents into this prospectus: ● Our (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, including any exhibits included with such Items): • our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2019, filed with the SEC on March 30February 27, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 20202020 (the “Annual Report”); ● Our • our Quarterly Reports on Form 10-Q for the quarters quarterly periods ended March 31, 2020, 2020 and June 30, 2020 and September 302020, 2020 filed with the SEC on May 15April 23, 2020 and August 10, 2020, August 14, 2020 and November 12, 2020, respectivelyrespectively (the “Quarterly Reports”); ● Our • our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2September 4, 2020, January ; August 10, 2020 (two filings, one amended from an original filing date of June 15, 2020); July 21, March 2020; June 26, 2020; June 15, 2020; June 12, 2020; June 8, 2020; May 1, 2020; April 23, 2020, ; April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22; February 27, 2020, June 4; February 21, 2020; and February 20, July 16, 2020, August 2020 (two filings); and • our prospectus dated May 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; Securities and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amendedamended (File No. Additionally333-237371), all which includes a proxy statement filed pursuant to Section 14 of the Securities Exchange Act. All documents filed by us that we file with the SEC under Sections pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report current reports on Form 8-K), or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K) (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 and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement supplement and prior to the effectiveness termination of the registration statement) this offering shall be deemed to be incorporated by reference into in this prospectus supplement from the respective dates date of filing of such the documents, unless we specifically provide otherwise. Any information Information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede may replace information previously filed with the SEC. To the extent that any previous information contained in any current report on Form 8-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. Upon written or oral request made to 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 this prospectus supplement is delivered, a copy of any or all of the information that is part of this prospectus. You may obtain any of the documents has been incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will providesupplement (other than an exhibit to a filing, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an that exhibit is specifically incorporated by reference in the document) by visiting into that filing), but not delivered with this prospectus supplement. You may also access this information on our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx 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 writing or calling us at the following reference into this prospectus supplement. We have included our website address or telephone number: Phunwarein this prospectus supplement solely as an inactive textual reference. Forte Biosciences, Inc. Attention0000 X Xxxxxx Xxxxxx MRL Building 3-320 Torrance, California 90502 Attn: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Tel: (000) 000-0000 Due PROSPECTUS $100,000,000 Common Stock Preferred Stock Debt Securities Warrants From time to time, we may offer up to $100,000,000 of any combination of the ongoing COVID-19 pandemicsecurities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, our Austinredemption, Texas headquarters are currently not staffed 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 regularly receive correspondence via U.S. Mailthis prospectus. For faster responseWe 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, requests for 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 can reference, before you invest in any of the securities being offered. This prospectus may not be made via email used to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxconsummate a sale of any securities unless accompanied by a prospectus supplement. Our common stock is traded on the Nasdaq Global Select Market under the symbol “TOCA.” On May 22, 2018, the last reported sales price of our common stock was $9.52 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Select 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. Investing in our securities involves a high degree of risk. You should rely only 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. 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 May 23, 2018. TABLE OF CONTENTS ABOUT THIS PROSPECTUS i SUMMARY 1 RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 RATIO OF EARNINGS TO FIXED CHARGES 8 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF WARRANTS 19 LEGAL OWNERSHIP OF SECURITIES 21 PLAN OF DISTRIBUTION 24 LEGAL MATTERS 26 EXPERTS 26 WHERE YOU CAN FIND MORE INFORMATION 26 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 27 DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 28 ABOUT THIS PROSPECTUS 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 $100,000,000. 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. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. 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 in, or incorporated by reference into, in this prospectus, in any accompanying applicable prospectus supplement or in any related free writing prospectus filed prepared by or on behalf of us with the SECor to which we have referred you. We have This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not authorized anyone to provide you with different or additional information. We are not offering constitute an offer to sell or soliciting any 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 where the to any person to whom it is unlawful to make such offer or sale is not permittedsolicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or in any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is accurate as of correct on any date other than subsequent to the date on the front cover of the document incorporated by reference, even though this prospectus, any applicable documentprospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. 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 the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement 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.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference much of the information into this prospectuswe file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose publicly available documents. The information incorporated that we incorporate by reference in this prospectus supplement is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully 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 herein by reference because it is an important part of in this prospectus supplement and the accompanying prospectus. We hereby This means that you must look at all of the SEC filings that we incorporate by reference the following documents into this prospectus: ● Our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description to determine if any of the Registrant’s Common Stock contained statements in this prospectus supplement, the Registrant’s Registration Statement on Form 8accompanying prospectus or in any document previously incorporated by reference herein or therein have been modified or superseded. This prospectus supplement incorporates by reference the documents listed below (File No. 001-A filed with the SEC on August 18, 2016 pursuant to Section 12(b35798) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than any those documents or the portions of filings that are furnished rather than those documents not deemed to be filed) until the offering of the securities offered hereby is terminated or completed: · our Annual Report on Form 10-K for the year ended December 31, 2020, filed pursuant to Items 2.02 and 7.01 of a with the SEC on March 10, 2021; · our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed with the SEC on May 13, 2021; · our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the SEC on August 12, 2021; · our Current Report Reports on Form 8-K)K filed with the SEC on January 7, after 2021; January 14, 2021; January 22, 2021; January 29, 2021; March 29, 2021; April 2, 2021; April 20, 2021; May 28, 2021; and June 21, 2021; and · the date description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on September 15, 2020, including any amendments or reports filed for the purpose of updating such description. You may request a free copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning us as follows: Humanigen, Inc. Attention: Corporate Secretary 000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Burlingame, CA 94010 (000) 000-0000 PROSPECTUS $300,000,000 Common Stock Preferred Stock Warrants Rights Units We may offer and sell, from time to time, in one or more offerings, together or separately, our common stock, preferred stock, warrants, rights or any combination of the foregoing, either individually or as units composed of one or more of the other securities. This prospectus provides you with a general description of the securities. The aggregate public offering price of all securities issued by us under this prospectus may not exceed $300,000,000. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. 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. 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. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and before the termination or applicable prospectus supplement describing the method and terms of the offering of such securities. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “HGEN”. We cannot assure investors that our listing application will be approved by Nasdaq. Our common stock is currently listed for quotation on the OTCQB Venture Market operated by OTC Markets Group, Inc., under the symbol “HGEND”. The last reported sale price per share of our common stock on September 14, 2020 on the OTCQB Venture Market was $9.90. We completed a 1-for-5 reverse split of our common stock on September 11, 2020. Unless we indicate otherwise, all share and per share information presented in this prospectus as of June 30, 2020 reflects the completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be reverse stock split. Our historical financial statements incorporated by reference into this prospectus from do not reflect the respective dates of filing of such documentsreverse stock split. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part Investing in our securities involves significant risks. See “Risk Factors” on page 6 of this prospectusprospectus and in any applicable prospectus supplement. You may obtain should read this prospectus, any of accompanying prospectus supplement and the documents incorporated by reference herein and therein carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus is dated September 14, 2020. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 2 WHERE YOU CAN FIND MORE INFORMATION 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 THE COMPANY 5 RISK FACTORS 6 USE OF PROCEEDS 6 DESCRIPTION OF COMMON STOCK 7 DESCRIPTION OF PREFERRED STOCK 9 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF RIGHTS 11 DESCRIPTION OF UNITS 11 FORMS OF SECURITIES 11 PLAN OF DISTRIBUTION 13 LEGAL MATTERS 16 EXPERTS 1 16 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration statement, we may offer or sell any combination of the securities described in this prospectus, from time to time, and in one or more offerings, up to a total dollar amount of $300,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus from with respect to that offering. If there is any inconsistency between the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference information in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in and the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunwareapplicable prospectus supplement, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should you must rely only on the information contained inin the prospectus supplement. Before purchasing any securities, or incorporated by reference intoyou should carefully read both this prospectus and the applicable prospectus supplement, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us together with the SEC. additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We have not authorized anyone to provide you with different any information or additional informationto make any representations other than those contained in this prospectus or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We are take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not offering make an offer to sell or soliciting any offer to buy any these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus or in and the applicable prospectus supplement to this prospectus is accurate as of the date on the respective covers of such documents, and that any document information incorporated by reference is accurate only as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, such prospectus supplement, or any sale or issuance of a security, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should rely only on the front cover information contained or incorporated by reference in this prospectus or any accompanying prospectus supplement. When we refer to “Humanigen,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Humanigen, Inc. and its subsidiaries on a consolidated basis, unless otherwise specified. References to “you” refer to a prospective investor. This prospectus and any accompanying prospectus supplement may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s website at xxx.xxx.xxx. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at xxxx://xxx.xxx.xxx. Our website address is xxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus or incorporated by reference into this prospectus or any prospectus supplement, and you should not consider information on our website to be part of this prospectus or any accompanying prospectus supplement. We have included our website address as an inactive textual reference only. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the applicable documentinformation in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may obtain the registration statement and exhibits to the registration statement from the SEC’s website, as provided above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectusprospectus supplement from other documents that we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectusprospectus supplement. You should read carefully 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 later with the SEC will automatically update and supersede the information incorporated herein by reference because it is an important part of in this prospectusprospectus supplement. We hereby incorporate by reference the following documents into this prospectus: ● Our prospectus supplement and the registration statement of which this prospectus supplement is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-40672): • our Annual Report on Form 10-K for the year ended December 31, 2019 2021, filed with the SEC on March 3031, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 20202022; ● Our • our Quarterly Reports Report on Form 10-Q for the quarters three months ended March 31, 20202022, June 30, 2020 and September 30, 2020 filed with the SEC on May 1511, 20202022; • our Quarterly Report on Form 10-Q for the three months ended June 30, 2022, filed with the SEC on August 1410, 2020 and November 122022; • the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 20202021, respectivelyfrom our definitive proxy statement on Schedule 14A, filed with the SEC on April 13, 2022; ● Our • our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 25, 2020, January 10, 20202022, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 20202022, May 1526, 20202022 and August 8, May 222022; and • the description of our Class A common stock, 2020which is registered under the Exchange Act in the registration statement on Form 8-A, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16July 26, 2020; and ● The description 2021, including any amendments or reports filed for the purposes of updating this description, including any amendment or report filed for the Registrant’s Common Stock contained in purpose of updating such description, including Exhibit 4.2 of our Quarterly Report on Form 10-Q for the Registrant’s Registration Statement on quarter ended June 30, 2022. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-A 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 on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of Act. Information in such future filings that are furnished rather than filed pursuant to Items 2.02 updates and 7.01 of a Current Report on Form 8-K), after supplements the date of information provided in this prospectus and before the termination or completion of this offering (including all supplement. Any statements in any such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall future filings will automatically be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any modify and supersede any information that in any document we subsequently file previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference as described above will automatically update and supersede any previous information to the extent that is part of this prospectusstatements in the later filed document modify or replace such earlier statements. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also can request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website these filings, at xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling telephoning us at the following address or telephone number: PhunwareRani Therapeutics Holdings, Inc. Attention0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxxxxxxxxx 00000 Attn: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Secretary (000) 000-0000 Due S-18 $400,000,000 Class A Common Stock Preferred Stock Debt Securities Warrants From time to time, we may offer and sell up to an aggregate amount of $400,000,000 of any combination of the securities described in this prospectus, either individually or in combination, at prices and on terms described in one or more supplements to this prospectus. We may also offer Class A common stock, Class A common stock or preferred stock upon conversion of debt securities, Class A common stock upon conversion of preferred stock, or Class A common stock, preferred stock or debt securities upon exercise of warrants. This prospectus describes some of the general terms that may apply to an offering of our securities. 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 Class A common stock is listed on the Nasdaq Global Market under the trading symbol “RANI.” On July 29, 2022, the last reported sale price of our Class A common stock was $11.25 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Global Market or any securities market or other exchange of the securities covered by the applicable prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the section titled “Risk Factors” on page 5 of this prospectus and any similar section contained in the 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 documents that are incorporated by reference into this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by a 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. For additional information on the methods of sale, you should refer to the ongoing COVID-19 pandemicsection titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any shares of our securities with respect to which this prospectus is being delivered, our Austinthe names of such agents or underwriters and any applicable fees, Texas headquarters are currently not staffed commissions, discounts and overallotment options will be set forth in a prospectus supplement. The price to regularly the public of such securities and the net proceeds we expect to receive correspondence via U.S. Mailfrom such sale will also be set forth in a prospectus supplement. For faster responseNeither 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 August 10, requests for 2022. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 15 DESCRIPTION OF WARRANTS 22 LEGAL OWNERSHIP OF SECURITIES 24 PLAN OF DISTRIBUTION 28 LEGAL MATTERS 30 EXPERTS 30 WHERE YOU CAN FIND ADDITIONAL INFORMATION 31 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 32 ABOUT THIS PROSPECTUS 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 Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration statement, we may, from time to time, offer and sell in one or more offerings Class A 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, in one or more offerings, up to a total dollar amount of $400,000,000 of any combination of the securities described in this prospectus. 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, 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 that 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 can be made via email into this prospectus and the applicable prospectus supplement, will include all material information relating to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxthe applicable offering. You should rely only on the information contained in, or incorporated by reference into, We urge you to read carefully this prospectus, in any accompanying applicable prospectus supplement or in and any related free writing prospectus filed by us prospectuses we have authorized for use in connection with a specific offering, together with the SECinformation incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. We have not authorized anyone to provide you with different any information other than that contained or additional informationincorporated by reference in 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. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you. We are not offering take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell or soliciting any offer only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to buy any securities do so. No action is being taken in any jurisdiction where outside the offer United States to permit a public offering of our securities or sale is not permittedpossession or distribution of this prospectus in that jurisdiction. You should not assume Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that the jurisdiction. The information appearing in this prospectus, any applicable prospectus supplement or in any related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of any date other than the date on the front cover of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable documentprospectus supplement or any related free writing prospectus, or the date of any sale of securities. 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 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 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 section titled “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. Accordingly, investors should not place undue reliance on this information. 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 the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find Additional Information.” Throughout this prospectus, we refer to Rani Therapeutics Holdings, Inc. as “Rani Holdings”, and together with its subsidiaries, Rani Therapeutics, LLC and Rani Management Services, Inc., as “us,” “our,” “we” and the “Company.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to We “incorporate by reference” information into this prospectusprospectus supplement certain information we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectusprospectus supplement. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus supplement and in our other filings with the SEC. We hereby incorporate by reference the following documents into this prospectus: ● Our Annual Report on Form 10-K for the year ended December 31listed below, 2019 which we have already filed with the SEC on March 30SEC, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, until all the securities offered by this prospectus supplement have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of information included in a Current Report on Form 8-K)K that has been or will be furnished (and not filed) with the SEC, after unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the date of this prospectus and before the termination or completion of this offering (including all such documents fiscal year ended February 26, 2022, filed with the SEC after on April 21, 2022; • our Quarterly Reports on Form 10-Q for the date quarters ended May 28, 2022, August 27, 2022 and November 26, 2022, filed with the SEC on June 29, 2022, September 30, 2022 and January 26, 2023, respectively; • portions of our Definitive Proxy Statement on Schedule 14A filed with the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be SEC on June 1, 2022 that are incorporated by reference into this prospectus from Part III of our Annual Report on Form 10-K for the respective dates of filing of such documents. Any information that we subsequently file fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC that is incorporated by reference on February 17, 2022, March 25, 2022, May 27, 2022, June 29, 2022, July 15, 2022, August 31, 2022 (SEC Accession No. 0001193125-22-235268), S-24 August 31, 2022 (SEC Accession No. 0001193125-22-234603), September 1, 2022, September 6, 2022, October 18, 2022, October 26, 2022, October 28, 2022, November 2, 2022, November 9, 2022, November 14, 2022, November 16, 2022, November 17, 2022, November 21, 2022, December 6, 2022, December 20, 2022, December 23, 2022, January 5, 2023, January 19, 2023, January 26, 2023, February 6, 2023, February 7, 2023 (SEC Accession No. 0001193125-23-027117), February 7, 2023 (SEC Accession No. 0001193125-23-026124), February 10, 2023, February 14, 2023, March 8, 2023, March 14, 2023, March 23, 2023 and March 30, 2023 (in each case, other than information furnished under Items 2.02 and 7.01); and • the description of our common stock filed as described above will automatically update and supersede any previous information that is part of this prospectusExhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website these filings at xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling us at the following address or telephone numberaddress: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx.000 Xxxxxxx Xxxxxx, Xxxxx 000-X AustinXxx Xxxxxx 00000, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx telephone: (000) 000-0000 Due 0000, Attention: Investor Relations. Common Stock Warrants Preferred Stock We may offer, issue and sell shares of our common stock, warrants or preferred stock from time to time in one or more transactions. 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 time of the offering and described in an accompanying prospectus supplement. You should read this prospectus and any prospectus supplement carefully before you invest. Our common stock is listed on Nasdaq under the symbol “BBBY.” The last reported sale price of our common stock on Nasdaq on February 3, 2023, was $3.05 per share. 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, the applicable prospectus supplement and the risk factors described in any applicable prospectus supplement and/or in our periodic and other reports and other information that we file with the Securities and Exchange Commission before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus or any applicable prospectus supplement. Any representation to the ongoing COVID-19 pandemiccontrary is a criminal offense. Prospectus dated February 6, our Austin2023 TABLE OF CONTENTS Page 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 SECURITIES 7 PLAN OF DISTRIBUTION 10 LEGAL MATTERS 12 EXPERTS 12 WHERE YOU CAN FIND MORE INFORMATION, Texas headquarters INCORPORATION BY REFERENCE 12 We are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests responsible for documents the information contained and incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide give you with different or additional any other information, and we take no responsibility for any other information that others may give you. We are not offering making an offer to sell or soliciting any offer to buy any these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus or in any document incorporated by reference prospectus supplement is accurate as of any date other than the date on the front cover of the document containing the information. ABOUT THIS PROSPECTUS 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 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 periodically sell the securities described in this prospectus in one or more offerings. This prospectus provides a general description of our common stock, warrants and preferred 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 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 and any accompanying prospectus supplement is correct on any date after the respective dates of the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or supplements are delivered or securities are 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 statement 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 document.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 for information about us, including our financial statements. References to “we,” “us,” “our” and the “Company” and “Bed Bath & Beyond” are references to Bed Bath & Beyond Inc. and its consolidated subsidiaries, unless it is clear from the context that we mean only Bed Bath & Beyond Inc.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectusfrom other documents that we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully the Information in this prospectus supplement supersedes information incorporated herein by reference because it is an important part that we filed with the SEC prior to the date of this prospectusprospectus supplement. We hereby incorporate by reference the following documents into this prospectuslisted below that we have previously filed with the SEC: ● · Our Annual Report on Form 10-K for the year ended December 31, 2019 2020, filed with the SEC on March 3016, 20202021, as amended by Form 10- thatForm 10-K/A A, filed with the SEC on April 2928, 20202021; ● · Our Quarterly Reports Report on Form 10-Qfor the quarter ended March 31, 2021, filed with the SEC on May 11, 2021; · Our Quarterly Report on Form 10-Q for the quarters quarter ended March 31, 2020, June 30, 2020 and September 302021, 2020 filed with the SEC on May 15August 12, 20202021; · Our Quarterly Report on Form 10-Qfor the quarter ended September 30, August 142021, 2020 and filed with the SEC on November 12, 2020, respectively2021; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 20202021, August 14July 28, 2020, August 17, 20202021, October 15, 20202021, and November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 2016, 2021; ● Our Definitive Proxy and · The description of our Common Stock included in our Registration Statement onForm 8-A, filed on Schedule 14A filed November 1, 2016. All documents we file with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, except as to any portions portion of filings any report or documents that are furnished rather than is not deemed filed pursuant to Items 2.02 and 7.01 of a Current Report under such provisions, on Form 8-K), or after the date of this prospectus and before supplement until the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and to be a part of this prospectus supplement from the SEC through the SEC’s website at xxxx://xxx.xxx.xxxdate of filing of those documents. You may also request and we We will provideprovide to each person, free including any beneficial owner, to whom a copy of chargethis prospectus supplement is delivered, a copy of any document or all of the information that has been incorporated by reference in this prospectus supplement but not delivered with this prospectus supplement (excluding other than the exhibits to such document unless an exhibit is documents which are not specifically incorporated by reference in therein); we will provide this information at no cost to the document) by visiting our investor relations website requester upon written or oral request to: Corporate Secretary at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: PhunwareXenetic Biosciences, Inc. Attention: Investor Relations 0000 Inc., 00 Xxxxx Xxxxx Xxxx.Xxxxxx, Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, or (000) 000-0000 Due to the ongoing COVID-19 pandemic0000. PROSPECTUS Xenetic Biosciences, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.Inc. $50,000,0000 Common Stock Preferred Stock Warrants Units Rights

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectusprospectus supplement, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus supplement is 001- 36193. The documents incorporated by reference into this prospectus supplement contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the following documents into this prospectusdocument: ● Our • our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 3012, 2020; • the information specifically incorporated by reference into ourAnnual Report on Form 10-K for thefiscal year ended December 31, as amended by Form 10- K/A 2019 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 2913, 2020; ● Our • our Quarterly Reports on Form 10-Q for the quarters quarterly period ended on March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 157, 2020, August 14for the quarterly period ended on June 30, 2020, filed with the SEC onAugust 10, 2020 and November 12for the quarterly period ended on September 30, 2020, respectivelyfiled with the SEC on November 2, 2020; ● Our • our Current Reports on Form 8-K (and amendments thereto as applicableother than information furnished rather than filed) as filed with the SEC on January 2, 2020, January February 10, 2020, March 234, 2020, March 26, 2020, April 1, 2020, April 16, 2020, April 1720, 2020, May 15, 2020, May 2226, 2020, June 4, 2020, July 162, 2020, August 1411, 2020, August 1713, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 1530, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16December 31, 2020; and ● The • the description of our common stock, which is registered under Section 12 of the Registrant’s Common Stock contained in the Registrant’s Registration Statement Exchange Act, inour registration statement on Form 8-A filed with the SEC on August 18A, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 1412, 2018 pursuant to Rule 424(b) under 2013, including any amendments or reports filed for the Securities Act, relating to the Registration Statement on Form S-4, as amendedpurpose of updating such description. Additionally, 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 under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions i) after the date of filings that are furnished rather than filed pursuant the initial filing of the registration statement of which this prospectus supplement forms a part and prior to Items 2.02 and 7.01 effectiveness of a Current Report on Form 8-K)the registration statement, or (ii) after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and supplement but prior to the effectiveness termination of the registration statementoffering. 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 will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents by writing us at 000 Xxxxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Corporate Secretary or telephoning us at (000) shall be 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. PROSPECTUS $250,000,000 Common Stock Preferred Stock Debt Securities Warrants 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. 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 Capital Market under the symbol “TRVN.” On November 25, 2020, the last reported sale price of our common stock was $2.34 per share. The applicable prospectus supplement 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. 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 respective dates methods of filing 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 documentsagents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. Any information 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 as described on page 5 of this prospectus. 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 December 4, 2020. TABLE OF CONTENTS ABOUT THIS PROSPECTUS i RISK FACTORS 5 SUMMARY 1 USE OF PROCEEDS 7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF CAPITAL STOCK 8 LEGAL OWNERSHIP OF SECURITIES 20 DESCRIPTION OF WARRANTS 18 LEGAL MATTERS 25 PLAN OF DISTRIBUTION 23 WHERE YOU CAN FIND MORE INFORMATION 25 EXPERTS 25 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form S-3 that we subsequently file filed with the SEC 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 $250,000,000. 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 is 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 above will automatically update and supersede any previous information that is part under the heading “Incorporation of this prospectus. You may obtain Certain Information by Reference,” before investing in any of the documents securities offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. 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 from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying applicable prospectus supplement or in any related free writing prospectus filed prepared by or on behalf of us with the SECor to which we have referred you. We have This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not authorized anyone to provide you with different or additional information. We are not offering constitute an offer to sell or soliciting any 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 where the to any person to whom it is unlawful to make such offer or sale is not permittedsolicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or in any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is accurate as of correct on any date other than subsequent to the date on the front cover of the document incorporated by reference, even though this prospectus, any applicable documentprospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. 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 the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement 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.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference the information into this prospectusand reports we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthese documents. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus, and the information that we file later with the SEC will automatically update and, where applicable, supersede the information already incorporated by reference. We hereby incorporate are incorporating by reference the following documents into this prospectus: ● Our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 listed below and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, including all filings made after the date of the filing of this prospectus, except as to any portions portion of filings any future report or document that are furnished rather than is not deemed filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K)under such provision, after the date of this prospectus and before prior to the termination or completion of this offering (including all such documents offering: • Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be on February 28, 2022; • The information specifically incorporated by reference into this prospectus our Annual Report on Form 10-K for the year ended December 31, 2021 from the respective dates of filing of such documents. Any information that we subsequently file our definitive proxy statement on Schedule 14A, as filed with the SEC on April 25, 2022; • Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, filed with the SEC on May 5, 2022, August 9, 2022 and November 4, 2022, respectively; • Current Reports on Form 8-K, filed with the SEC on January 11, 2022, February 25, 2022, June 6, 2022, June 17, 2022, September 21, 2022, November 4, 2022 and November 7, 2022; and • Description of our common stock contained in our registration statement on Form 8-A, dated December 9, 2020 as updated by the Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act, filed as Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2021, and including any amendment or report subsequently filed for the purpose of updating such description. You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statement, and other information, if any, we file with or furnish to the SEC free of charge at the SEC’s website (xxx.xxx.xxx) or our website (xxx.xxxxxxx.xxx) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is incorporated by reference as described above will automatically update and supersede any previous information that is not part of this prospectus. You may obtain also request a copy of our SEC filings at no cost, by telephoning or writing us at the following telephone number or address: BioAtla, Inc. 00000 Xxxxxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference in into this prospectus from for a copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC through filings are available to the public at the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and Our website address is xxx.xxxxxxx.xxx. Through our website, we will providemake available, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address documents as soon as reasonably practicable after they are electronically filed with, or telephone number: Phunwarefurnished to, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx.the SEC, Xxxxx 000including our Annual Reports on Form 10-X AustinK; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due 4, and 5 with respect to the ongoing COVID-19 pandemicour securities filed on behalf of our directors and our executive officers; and amendments to those documents. The information contained on, or that may be accessed through, our Austinwebsite or any of our social media channels is not a part of, Texas headquarters are currently and is not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus. PROSPECTUS $200,000,000 Common Stock Preferred Stock Debt Securities Warrants Units From time to time, we may offer and sell up to $200,000,000 in the aggregate of 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, series and in amounts, at prices and on terms that 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 accompanying other information relating to the specific offering will be set forth 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 or in and any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different may also add, update or additional information. We are not offering to sell or soliciting any offer to buy any securities change information contained in any jurisdiction where the offer or sale is not permittedthis 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 assume be used to sell our securities unless accompanied by a prospectus supplement. Our common stock is traded on the Nasdaq Global Select Market under the symbol “BCAB”. On February 25, 2022, the closing price for our common stock, as reported on the Nasdaq Global Select Market, was $6.64 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the securities covered by the applicable prospectus supplement. We may offer and sell our securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on an immediate, continuous or delayed basis. The names of any underwriters, dealers or agents and the terms of the arrangements with such entities will be stated in the accompanying prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “RISK FACTORS” on page 3 of this prospectus as well as those contained in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that the information in are incorporated by reference into this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.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 May 18, 2022. TABLE OF CONTENTS Page About This Prospectus 1 BioAtla, Inc 2 Risk Factors 3 Cautionary Statement Regarding Forward-Looking Statements 4 Use of Proceeds 5 Description of Our Capital Stock 6 Description of Our Debt Securities 11 Description of Our Warrants 12 Description of Our Units 13 Plan of Distribution 14 Legal Matters 15 Experts 15 Where You Can Find Additional Information 15

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectusfrom other documents that we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the Information in this prospectus supersedes information incorporated herein by reference because it is an important part that we filed with the SEC prior to the date of this prospectus. We hereby incorporate by reference the following documents into this prospectus: ● Our prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (File No. 001-38542): • our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2019, filed with the SEC on March 3012, 2020; • our definitive Proxy Statement on Schedule 14A, as amended by Form 10- K/A filed with the SEC on April 29, 20202020 (excluding those portions that are not incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2019); ● Our • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, 2020 and June 30, 2020 and September 302020, 2020 filed with the SEC on May 15, 2020, August 14onMay 7, 2020 and November 12August 6, 2020, respectively; ● Our • our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 230, 2020, January 10, 2020, March 23February 3, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 229, 2020, June 43, 2020, July 16June 8, 2020, August 14June 10, 2020 and June 26, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 in each case to the extent the information in such reports is filed and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020not furnished; and ● The • the description of the Registrant’s Common Stock our common stock contained in the Registrant’s Registration Statement on Form our registration statement onForm 8-A filed with the SEC on August 18June 19, 2016 2018, including any amendments or reports filed for the purposes of updating this description. Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to Section 12(b) of the Exchange Act, which description has been updated most recently in the Registrant’s Act shall be incorporated by reference into this prospectus. We also incorporate by reference into this prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents (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) that are filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions i) after the date of filings that are furnished rather than filed pursuant the initial filing of the registration statement of which this prospectus forms a part and prior to Items 2.02 and 7.01 effectiveness of a Current Report on Form 8-K)the registration statement, or (ii) after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and but prior to the effectiveness termination of the registration statementoffering. 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 will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Xxxxx Life Sciences, Inc., Attn: Xxxx Xxxxxx, Secretary, 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000; telephone: (000) shall be 000-0000. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus from will be deemed modified, superseded or replaced for purposes of this prospectus to the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, extent that a copy of any document incorporated by reference statement contained in this prospectus (excluding exhibits to modifies, supersedes or replaces such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mailstatement. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.34 $100,000,000 Common Stock PROSPECTUS SUPPLEMENT Cowen

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectusfrom other documents that we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully 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 later with the SEC will automatically update and supersede the information incorporated herein by reference because it is an important part of in this prospectus. We hereby incorporate by reference the following documents into this prospectus: ● Our prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-36365): • our Annual Report on Form 10-K for the year ended December 31, 2019 2019, which was filed with the SEC on March 3011, 2020, as amended by Form 10- ; • our Amendment No. 1 to Annual Report on Form10-K/A for the year ended December 31, 2019, which was filed with the SEC on April 2928, 2020; ● Our • our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 2020, which was filed on May 11, 2020; • our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and 2020, which was filed on August 10, 2020; • our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 2020, which was filed with the SEC on May 15November 6, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our • our Current Reports on Form 8-K (and amendments thereto as applicable) as K, filed with the SEC on January 2, 2020, January 10, 2020, March 23April 9, 2020, April 113, 2020, April 1621, 2020, April 1724, 2020, May 15, 2020, May 22, 2020, June 4July 7, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 204, 2020, December 108, 2020, and December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 1618, 2020; and ● The • the description of the Registrant’s Common Stock our common stock contained in the Registrant’s Registration Statement on Form our registration statement onForm 8-A filed with the SEC on August 18March 19, 2016 2014, including any amendments or reports filed for the purposes of updating this description. All filings filed by us pursuant to Section 12(bthe Exchange Act 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 shall be deemed to be incorporated by reference into this prospectus. 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) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed made with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions Act, until we file a post-effective amendment that indicates the termination of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 the offering of a Current Report on Form 8-K), after the date of securities made by this prospectus and before the termination or completion will become a part of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of date that such documentsdocuments are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information that in any document we subsequently file previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference as described above will automatically update and supersede any previous information to the extent that is part of this prospectusstatements in the later filed document modify or replace such earlier statements. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also can request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website these filings, at xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling telephoning us at the following address or telephone number: PhunwareSCYNEXIS, Inc. Attention: Investor Relations 0 Xxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.Attn: Secretary 27 $50,000,000 Common Stock PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference information into this prospectus, which means that we can file with it. Incorporation by reference allows us to disclose important information about us to you by referring you to another document filed separately with the SEC. These those other documents contain important information about us, our financial condition and our results of operationsdocuments. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus supplement. We hereby incorporate by reference the following documents into this prospectuslisted below that we have previously filed with the SEC: ● Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2020, filed with the SEC on March 3018, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 20202021; ● Our our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 20202021, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively2021; ● Our our Definitive Proxy Statement on Schedule 14A (for the 2021 special meeting of stockholders), filed with the SEC on May 7, 2021; ● our Current Reports on Form 8-K (and amendments thereto as applicable) as K, filed with the SEC on January 26, 20202021, January 13, 2021, January 14, 2021, January 22, 2021, January 25, 2021, January 28, 2021, January 29, 2021, February 1, 2021, February 4, 2021, February 8, 2021, February 10, 20202021, February 16, 2021, February 22, 2021, March 2311, 20202021, March 15, 2021, April 1, 20202021, April 1615, 2020, April 17, 20202021, May 154, 20202021, May 227, 20202021, May 25, 2021, June 411, 2020, July 2021 and June 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; and ● Our Definitive Proxy the description of our common stock, par value $0.001 per share, contained in our registration statement on Form 8-A (Registration Statement on Schedule 14A No. 001-36247) filed with the SEC on October 16December 13, 2020; and ● The description 2013, including any amendment or report filed for the purpose of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on updating such description. In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-A K and exhibits filed with in such forms that are related to such items unless such Form 8-K expressly provides to the SEC on August 18, 2016 contrary) subsequently filed by us pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after before the date of our offering is terminated or completed are deemed to be incorporated by reference into, and to be a part of, this prospectus supplement and before the termination accompanying prospectus. Any statement contained in this prospectus supplement and the accompanying prospectus, or completion of any free writing prospectus provided in connection with this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be or in a document incorporated or deemed to be incorporated by reference into this prospectus from supplement and the respective dates accompanying prospectus will be deemed to be modified or superseded for purposes of filing of such documents. Any information this prospectus supplement and the accompanying prospectus to the extent that we a statement contained in this prospectus supplement and the accompanying prospectus, or any free writing prospectus provided in connection with this offering or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as described above so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus. We will automatically update and supersede provide to each person, including any previous beneficial holder, to whom a prospectus supplement is delivered, at no cost, upon written or oral request, a copy of any or all of the information that is part has been incorporated by reference in the prospectus supplement but not delivered with the prospectus supplement. You should direct any requests for documents to: Torchlight Energy Resources, Inc. 0000 X. Xxxxx Xxxxxxx, Xxxxx 0000 Plano, Texas 75093 Attention: Xxxx X. Xxxx, President Telephone: (000) 000-0000 S-16 Prospectus Torchlight Energy Resources, Inc. $250,000,000 COMMON STOCK PREFERRED STOCK WARRANTS UNITS RIGHTS We may offer and sell the following securities from time to time in one or more classes or series and in amounts, at prices and on terms that we will determine at the time of the offering, with an aggregate offering price not to exceed $250,000,000: ● shares of common stock; ● shares of preferred stock; ● warrants; ● units consisting of combinations of any of the foregoing; and/or ● rights to purchase any of the foregoing. This prospectus provides you with a general description of these securities. Each time we will offer and sell them, we will provide their specific terms in a supplement to this prospectus. Such prospectus supplement may add, update, or change information contained in this prospectus. You may obtain any of should read this prospectus and the applicable prospectus supplement, as well as all documents incorporated by reference in this prospectus and any accompanying prospectus supplement, carefully before you invest in our securities. This prospectus may not be used to offer and sell securities, unless accompanied by a prospectus supplement. We may offer the securities directly, through agents designated from time to time, to or through underwriters or dealers, or through a combination of these methods. If any agents or underwriters 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 SEC through information set forth, in the applicable prospectus supplement. For more information on this topic, please see “Plan of Distribution.” Our common stock is listed on the NASDAQ Capital Market under the symbol “TRCH.” Investing in any of our securities involves risk. Please see the “Risk Factors” section below for a discussion of certain risks that you should consider in connection with an investment in the securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is June 14, 2021. ABOUT THIS PROSPECTUS 3 WHERE YOU CAN FIND ADDITIONAL INFORMATION 3 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 THE COMPANY 6 RISK FACTORS 9 USE OF PROCEEDS 9 PLAN OF DISTRIBUTION 9 DESCRIPTION OF COMMON AND PREFERRED STOCK 11 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF UNITS 14 DESCRIPTION OF RIGHTS 14 EXPERTS 15 LEGAL MATTERS 15 2 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC’s website at xxxx://xxx.xxx.xxx”) using what is commonly referred to as a shelf registration process. You Under this shelf registration process, we may also request offer and we will provide, free sell any combination of charge, a copy of any document incorporated by reference the securities described in this prospectus (excluding exhibits in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we offer to such document unless an exhibit sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities offered by us in that offering. The prospectus supplement may also add, update, or change information contained in this prospectus. If there is specifically incorporated by reference any inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information provided in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at prospectus supplement. This prospectus does not contain all of the following address or telephone number: Phunwareinformation included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read this prospectus, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxxthe related exhibits filed with the SEC, and any prospectus supplement, together with the additional information described below under the heading “Where You Can Find Additional Information., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. ” You should rely only on the information contained incontained, or incorporated by reference intoreference, in this prospectus, prospectus and in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SECsupplement. We have not authorized anyone any other person to provide you with different information. If anyone provides you with different or additional inconsistent information, you should not rely on it. We are not offering to sell or soliciting any making an offer to buy any of the securities covered by this prospectus in any jurisdiction state where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus, any prospectus or in supplement, and any other document incorporated by reference is accurate only as of any date other than the date on the front cover of the applicable respective document. Our business, financial condition, results of operations, and prospects may have changed since those dates. Under no circumstances should the delivery of this prospectus to you create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. Unless otherwise indicated, or unless the context otherwise requires, all references in this prospectus to “Torchlight,” “we,” “us,” and “our” mean Torchlight Energy Resources, Inc. and our consolidated subsidiaries. In this prospectus, we sometimes refer to the shares of common stock, shares of preferred stock, warrants, units and rights consisting of combinations of any of the foregoing collectively as the “securities.” WHERE YOU CAN FIND ADDITIONAL INFORMATION We file annual, quarterly and current reports, proxy statements and other documents with the SEC electronically. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can access the electronic versions of these filings on the SEC’s website found at xxx.xxx.xxx. We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract, agreement or other document, the reference is only a summary and you should refer to the exhibits that are filed with, or incorporated by reference into, the registration statement for a copy of the contract, agreement or other document. You may review a copy of the registration statement on the SEC’s website.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus is 001-36193. The documents incorporated by reference into this prospectus contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the following documents into this prospectusdocument: ● Our · our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2014 filed with the SEC on March 3018, 20202015; · the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, as amended by Form 10- K/A 2014 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 293, 20202015; ● Our · our Quarterly Reports on Form 10-Q for the quarters ended March 31, 20202015, June 30, 2020 2015 and September 30, 2020 2015 filed with the SEC on May 157, 20202015, August 1411, 2020 2015 and November 1210, 20202015, respectively; ● Our · our Current Reports on Form 8-K (and amendments thereto as applicableother than information furnished rather than filed) as filed with the SEC on January 25, 20202015, January March 10, 20202015, March 23, 20202015, April 13, 20202015, April 1613, 2020, April 17, 20202015, May 155, 20202015, May 2213, 20202015, June 4May 21, 20202015, July 162, 20202015, July 21, 2015, August 31, 2015, September 14, 20202015, August 17September 21, 2020, October 15, 2020, November 9, 2020, November 20, 20202015, December 1011, 20202015 and December 14, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 20202015; and ● The · the description of our common stock, which is registered under Section 12 of the Registrant’s Common Stock contained Exchange Act, in the Registrant’s Registration Statement our registration statement on Form 8-A filed with the SEC on August 18A, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 1412, 2018 pursuant to Rule 424(b) under 2013, including any amendments or reports filed for the Securities Act, relating to the Registration Statement on Form S-4, as amendedpurpose of updating such description. Additionally, We also incorporate by reference into this prospectus 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 under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions i) after the date of filings that are furnished rather than filed pursuant the initial filing of the registration statement of which this prospectus forms a part and prior to Items 2.02 and 7.01 effectiveness of a Current Report on Form 8-K)the registration statement, or (ii) after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and but prior to the effectiveness termination of the registration statementoffering. These documents Table of Contents 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 will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents by writing us at 0000 Xxxx 0xx Xxxxxx, Xxxxx X, Xxxx xx Xxxxxxx, XX 00000 Attn: Corporate Secretary or telephoning us at (000) shall be 000-0000. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this prospectus from document will be deemed to be modified or superseded for purposes of the respective dates of filing of such documents. Any information document to the extent that we a statement contained in this document or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference as described above will automatically update and supersede any previous information that is part of into this prospectus. You may obtain any of document modifies or supersedes the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxxstatement., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The rules of the SEC allows allow us to “incorporate by reference” information into this prospectusprospectus the information we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthat information. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully , and later information that we file with the information incorporated herein by reference because it is an important part of this prospectusSEC will automatically update and supersede that information. We hereby incorporate by reference the following documents into this prospectuslisted below: ● Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2020, filed with the SEC on March 3018, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 20202021; ● Our our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 20202021, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively2021; ● Our our Definitive Proxy Statement on Schedule 14A (for the 2021 special meeting of stockholders), filed with the SEC on May 7, 2021; ● our Current Reports on Form 8-K (and amendments thereto as applicable) as K, filed with the SEC on January 26, 20202021, January 13, 2021, January 14, 2021, January 22, 2021, January 25, 2021, January 28, 2021, January 29, 2021, February 1, 2021, February 4, 2021, February 8, 2021, February 10, 20202021, February 16, 2021, February 22, 2021, March 2311, 20202021, March 15, 2021, April 1, 20202021, April 1615, 2020, April 17, 20202021, May 154, 20202021, May 227, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 2021 and January 20May 25, 2021; and ● Our Definitive Proxy the description of our common stock, par value $0.001 per share, contained in our registration statement on Form 8-A (Registration Statement on Schedule 14A No. 001-36247) filed with the SEC on October 16December 13, 2020; and ● The description 2013, including any amendment or report filed for the purpose of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amendedupdating such description. Additionally, all All documents filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than excluding any portions of filings that are information furnished rather than filed pursuant to Items Item 2.02 and 7.01 of a or Item 7.01, or any corresponding information furnished under Item 9.01, on any Current Report on Form 8-K), after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC ) after the date of the initial registration statement and prior to the effectiveness of the registration statement) statement and after the date of this prospectus and prior to the termination of each offering under this prospectus shall be deemed to be incorporated in this prospectus by reference into this prospectus and to be a part hereof from the respective dates date of filing of such documents. Any information that we subsequently file with the SEC that is incorporated statement contained in a document incorporated, or deemed to be incorporated, by reference in this prospectus shall be deemed modified, superseded, or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is, or is deemed to be incorporated, by reference in this prospectus modifies, supersedes, or replaces such statement. Any statement so modified, superseded, or replaced shall not be deemed, except as described above will automatically update and supersede any previous information that is so modified, superseded, or replaced, to constitute a part of this prospectus. You may obtain We will provide without charge to each person, including any beneficial owner, to whom a copy of the documents incorporated by reference in this prospectus from the SEC through the SECis delivered, upon that person’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of chargewritten or oral request, a copy of any document or all of the information incorporated by reference in this prospectus (excluding other than exhibits to such document those documents, unless an exhibit is the exhibits are specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone numberinto those documents). Requests should be directed to: PhunwareXxxx X. Xxxx, President Torchlight Energy Resources, Inc. Attention: Investor Relations 0000 X. Xxxxx Xxxxx Xxxx.Xxxxxxx, Xxxxx 000-X Austin0000 Plano, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx 75093 Telephone: (000) 000-0000 Due to the ongoing COVID-19 pandemic, Email: xxxx@xxxxxxxxxxxxxxxx.xxx You also may access these filings on our Austin, Texas headquarters are currently website at xxx.xxxxxxxxxxxxxxxx.xxx. We do not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on incorporate the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in on our website into this prospectus or in any document incorporated supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference is accurate as of into this prospectus or any date other than the date on the front cover of the applicable documentsupplement to this prospectus).

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC Securities and Exchange Commission allows us to “incorporate by reference” the information into this prospectuswe have filed with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated we incorporate by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectusprospectus supplement, and later information that we file with the Securities and Exchange Commission will automatically update and supersede this information. We hereby incorporate by reference the following documents into listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the Securities and Exchange Commission pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectusprospectus supplement and prior to the termination of the offering: ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2017, filed with the SEC Securities and Exchange Commission on March 3016, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 20202018; ● Our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 20202018, filed with the Securities and Exchange Commission on May 10, 2018; Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 2018, filed with the Securities and Exchange Commission on August 9, 2018; and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 2018, filed with the SEC Securities and Exchange Commission on May 15November 9, 2020, August 14, 2020 and November 12, 2020, respectively2018; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as K, filed with the SEC Securities and Exchange Commission on January 28, 20202018, January 10February 8, 20202018, February 15, 2018, February 26, 2018, March 239, 20202018, April May 1, 20202018, April 16, 2020, April 17, 2020, May August 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 20202018, October 1518, 2020, November 9, 2020, November 20, 20202018, December 1021, 20202018 and December 26, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 20202018; and ● The description of the Registrant’s Common Stock our common stock, which is contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on our Form 8-K)/A, after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC Securities and Exchange Commission on January 28, 2013. All filings filed by us pursuant to the Securities Exchange Act of 1934, as amended, after the date of the initial filing of this registration statement and prior to the effectiveness of the such registration statementstatement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into this the prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxsupplement. You should rely only on the information contained in, or incorporated by reference into, or provided in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SECsupplement. We have not authorized anyone else to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference supplement is accurate as of any date other than the date on of this prospectus supplement or the front cover date of the applicable document.documents incorporated by reference in this prospectus supplement. We will provide without charge to each person to whom a copy of this prospectus supplement is delivered, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement but not delivered with this prospectus supplement (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus supplement). Any such request should be addressed to us at: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X’Xxxxxxxx, Principal Financial Officer, or made by phone at (000) 000-0000. You may also access the documents incorporated by reference in this prospectus supplement through our website at www.actinium xxxxxxxxxxxxxxx.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 supplement or the registration statement of which it forms a part. S-9 PROSPECTUS ACTINIUM PHARMACEUTICALS, INC. $200,000,000 Common Stock Preferred Stock Debt Securities Warrants Rights

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus is 001- 37894. The documents incorporated by reference into this prospectus contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of into this prospectus. You should read carefully document: • our Current Reports on Form 8-K filed with the SEC on February 28, 2019, May 7, 2019, June 3, 2019 and August 5, 2019 (in each case, except for the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference furnished under Items 2.02 or 7.01 in any Current Report on Form 8-K); • our Quarterly Reports on Form 10-Q filed with the following documents into this prospectus: ● Our SEC on May 10, 2019 and August 12, 2019; • our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 2018 and filed with the SEC on March 30, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 20212019; ● Our Definitive Proxy Statement on Schedule 14A filed with • the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock our common stock contained in the Registrant’s our Registration Statement on Form 8-A initially filed with on September 26, 2016, including any amendment or report filed for the SEC on August 18, 2016 purpose of updating such description; and • all reports and other documents subsequently filed by us pursuant to Section 12(bSections 13(a), 13(c), 14 and 15(d) of the Exchange Act, which description has been updated most recently in Act after the Registrant’s date of this prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating and prior to the Registration Statement on Form S-4, as amendedtermination 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. Additionally, We also incorporate by reference into this prospectus 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 under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.Act

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference the information into this prospectuswe file with it, which means that we can disclose important information about us to you by referring you to another document that we have filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectusprospectus supplement. We hereby incorporate by reference the following information or documents into this prospectus: ● Our that we have filed with the SEC (Commission File No. 001-36467): · our Annual Report on Form 10-K for the our fiscal year ended December 31, 2019 (filed with the SEC on March 3013, 2020), as amended including the information specifically incorporated by reference in the Annual Report on Form 10- K/A 10-K from our definitive proxy statement for the 2020 Annual Meeting of Stockholders, filed with the SEC on April 2922, 2020; ● Our · our Quarterly Reports on Form 10-Q for the our fiscal quarters ended March endedMarch 31, 2020 (filed on May 7, 2020, ) and June 30, 2020 and September 30(filed on August 5, 2020); · our Current Reports on Form 8-K, dated February 6, 2020 (filed on February 7, 2020); dated February 10, 2020 (filed on February 12, 2020); dated February 12, 2020 (filed on February 14, 2020); dated March 17, 2020 (filed on March 18, 2020); and dated June 9, 2020 (filed on June 10, 2020); and · the description of our common stock contained in our registration statement onForm 8-A, as filed with the SEC on May 1527, 20202014, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on including any amendments or reports filed for the purpose of updating such description. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement 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 (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K (and amendments thereto as applicableexhibits filed on such form that are related to such items) as filed made with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than Act, including all such reports filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement until the completion or termination of the offering of the securities made by this prospectus supplement. Information in such future filings updates and before supplements the termination or completion of information provided in this offering (including all prospectus supplement. Any statements in any such documents future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be 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 will furnish without charge to each person to whom a copy of this prospectus supplement is delivered, upon written or oral request, a copy of the documents that have been incorporated by reference into this prospectus from the respective dates of filing of such supplement, including exhibits to these documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede You should direct any previous information that is part of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will providerequests for copies to: Resonant Inc., free of charge000 Xxxxxxx Xxxxx, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: PhunwareXxxxx 000 Goleta, Inc. AttentionCalifornia 93117 Attn: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Telephone: (000) 000-0000 Due 0000. PROSPECTUS $50,000,000 Common Stock Preferred Stock Debt Securities Warrants Units From time to time, we may offer and sell up to $50,000,000 of any combination of the ongoing COVID-19 pandemicsecurities described in this prospectus, our Austineither individually or in combination with other securities. We may also offer common stock or preferred stock upon conversion of debt securities, Texas headquarters are currently not staffed 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 regularly receive correspondence via U.S. Mailthis prospectus. For faster responseWe 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, requests for 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 traded on The Nasdaq Capital Market under the symbol “RESN.” On November 9, 2018, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.23. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on The NASDAQ Capital Market or other securities exchange of the securities covered by the applicable 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 can into this prospectus. This prospectus may not be made via email used to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxoffer or sell any securities unless accompanied by a 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. 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 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. 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 November 29, 2018. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 3 RESONANT INC. 4 RISK FACTORS 5 FORWARD-LOOKING STATEMENTS 5 THE SECURITIES WE MAY OFFER 6 USE OF PROCEEDS 9 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 21 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 27 EXPERTS 27 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 28 You should rely only on the information contained in, that we have provided or incorporated by reference into, in this prospectus, in any accompanying applicable prospectus supplement or in and any related free writing prospectus filed by us with the SECthat we may authorize to be provided to you. We have not authorized anyone to provide you with different or additional information. We are No dealer, salesperson or other person is authorized to give any information or to represent anything not offering contained 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 on any unauthorized information or representation. This prospectus is an offer to sell or soliciting any offer only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to buy any securities in any jurisdiction where the offer or sale is not permitteddo so. You should not assume that the information in this prospectus, any applicable prospectus supplement or in any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of any date other than the date on the front cover of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable documentprospectus supplement or any related free writing prospectus, or any sale of a security.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference certain information into this prospectus, which means that we can file with the SEC. Incorporation by reference allows us to disclose important information about us to you by referring you to another document filed separately with the SEC. These those other documents contain important instead of having to repeat the information about us, our financial condition and our results of operationsin this prospectus supplement. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully , and information that we file in the information incorporated herein by reference because it is an important part of future with the SEC will automatically update and supersede this prospectusinformation. We hereby incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents into this prospectus: ● (except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules and regulations): • Our Annual Report on Form 10-K for the year ended December 31, 2019 2022 filed with the SEC on March 301, 20202023, as amended by Form 10- K/A filed with the SEC on April 29May 1, 20202023; ● Our • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 20202023, June 30, 2020 2023, and September 30, 2020 2023, filed with the SEC Commission on May 159, 20202023, August 149, 2020 2023, and November 129, 20202023, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our • our Definitive Proxy Statement on Schedule 14A filed with the SEC on October May 16, 20202023 (solely to the extent specifically incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2022); and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement • our Current Reports on Form 8-K filed with the SEC on April 4, 2023, May 15, 2023, June 29, 2023, July 10, 2023, August 30, 2023 and our Current Report on Form 8-K/A filed with the SEC on August 182, 2016 2023; and • the description of the Registrant’s common stock (filed as Exhibit 4.6 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on May 14, 2021, including any amendments or reports filed for the purpose of updating such description). In addition, all documents subsequently filed by us pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus offering and before prior to the termination or completion of this offering (including all excluding any portions of such documents filed with that are deemed “furnished” to the SEC after the date of the initial registration statement pursuant to applicable rules and prior to the effectiveness of the registration statementregulations) shall be are deemed to be incorporated by reference into into, and to be a part of, this prospectus from supplement and the respective dates of filing of such documentsaccompanying prospectus. Any We maintain a website that contains information that about us at xxx.xxxxxxxxx.xxx. The information found on, or otherwise accessible through our website is not incorporated into, and does not form a part of, this prospectus supplement, the accompanying prospectus or any other report or document we subsequently file with or furnish to the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part SEC. To obtain copies of the filings we make with the SEC, see “Where You Can Find More Information” on page S-15 of this prospectus. You PROSPECTUS PLUG POWER INC. Common Stock Preferred Stock Warrants Debt Securities Units This prospectus describes securities that may obtain be issued and sold from time to time by us or that may be offered and sold from time to time by selling securityholders to be identified in the future. We may offer, in one or more series or classes, separately or together, the following securities: (i) shares of common stock, par value $0.01 per share, (ii) shares of preferred stock, par value $0.01 per share, (iii) warrants to purchase shares of common stock, preferred stock and/or debt securities, (iv) debt securities and (v) units comprised of one or more of the securities described in this prospectus in any combination. We refer to the common stock, preferred stock, warrants, debt securities and units registered hereunder collectively as the “securities” in this prospectus. The specific terms of each series or class of the securities will be set forth in the applicable prospectus supplement. The securities may be offered directly by us, through agents designated from time to time by us, or to or through underwriters or dealers. These securities also may be offered by selling securityholders, if so provided in a prospectus supplement hereto. We will provide specific information about any selling securityholders in one or more supplements to this prospectus. If any agents, dealers or underwriters 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. See the sections entitled “About this Prospectus” and the “Plan of Distribution” for more information. 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 series of securities. Our common stock is listed on the NASDAQ Capital Market under the symbol “PLUG.” On June 7, 2022, the last reported sale price of our common stock on the NASDAQ Capital Market was $18.85. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NASDAQ Capital Market or any securities market or other exchange of the securities covered by the applicable 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 beginning on page 2 and any applicable prospectus supplement as well as those set forth in the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in into this prospectus or in any document incorporated by reference applicable 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 accurate as of any date other than truthful or complete. Any representation to the date on the front cover of the applicable document.contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 RISK FACTORS 2 OUR COMPANY 2 USE OF PROCEEDS 4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 2 DESCRIPTION OF WARRANTS 8 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK 4 DESCRIPTION OF UNITS 17 DESCRIPTION OF DEBT SECURITIES 10 PLAN OF DISTRIBUTION 20 SELLING SECURITYHOLDERS 20 EXPERTS 23 LEGAL MATTERS 23 WHERE YOU CAN FIND ADDITIONAL INFORMATION 23 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 24

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “"incorporate by reference” " the information into this prospectuswe file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with those documents instead of having to repeat the SEC. These other documents contain important information about us, our financial condition and our results of operationsin this prospectus. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully , and later information that we file with the information incorporated herein by reference because it is an important part of SEC will automatically update and supersede this prospectusinformation. We hereby incorporate by reference the following documents into listed below and any future filings (including those made after the date of the initial filing of the registration statement of which this prospectus: ● Our Annual Report prospectus is a part and prior to the effectiveness of such registration statement) we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the shares covered by this prospectus (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K): • our annual report on Form 10-K for the year ended December 31, 2019 2019, filed with the SEC on March 3011, 2020, as amended including the information specifically incorporated by Form 10- K/A reference therein from our definitive proxy statement on Schedule 14A, filed with the SEC on April 29, 2020; ● Our Quarterly Reports • our quarterly report on Form 10-Q for the quarters quarter ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 1514, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports • our current reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2May 21, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April and June 16, 2020; and • the description of our Class A common stock set forth in our registration statement on Form 8-A, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16June 10, 2020; and ● The description 2019, including any amendments thereto or reports filed for the purposes of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of updating this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectusdescription. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also can request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website these filings, at xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling telephoning us at the following address or telephone number: PhunwareAtreca, Inc. Attention: Investor Relations 0000 450 Xxxx Xxxxx Xxxxx Xxxx.South San Francisco, Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx California 00000 (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.0000

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate This prospectus incorporates by reference the following documents into this prospectusand reports listed below other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8–K: ● Our The Annual Report on Form 10-–K for the fiscal year ended December 31, 2019, filed on March 13, 2020, excluding the historical financial information for the years ended December 31, 2019 and December 31, 2018, including the audited financial statements and accompanying notes, the Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are incorporated by reference from the Registration Statement on Form S-1 (No. 333- 249658) filed with the SEC on March 30October 26, 2020, as amended by Form 10- Kon Forms S-1/A A, filed with the SEC on April 29November 18, 2020, November 19, 2020, and November 30, 2020, and declared effective December 3, 2020 (the “Form S-1”), which have been recast to give effect to the Reverse Stock Split; ● The historical financial information for the years ended December 31, 2019 and 2018, including the audited financial statements and accompanying notes, the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Form S-1, which have been recast to give effect to the Reverse Stock Split; ● Our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15June 24, 2020 ● Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 1417, 2020 and November 122020; ● Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, respectivelyfiled with the SEC on November 6, 2020; ● Our The Current Reports on Form 8-–K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 1730, 2020, May 157, 2020, May 2214, 2020, June 4, 2020, July 16, 2020, August 143, 2020, August 17, 2020, October 15September 1, 2020, September 11, 2020, November 913, 2020, November 2016, 2020, December 108, 2020, December 1516, 2020 2020, and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the RegistrantCompany’s Common Stock common stock contained in the RegistrantCompany’s Registration Statement on Form 8-A filed with the SEC on August 18A, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 1427, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended2018. AdditionallyIn addition, all documents subsequently filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant Act, shall be deemed to Items 2.02 be incorporated by reference in this prospectus and 7.01 of to be a Current Report on Form 8-K), after part hereof from the date of this prospectus filing of such documents. In addition, all reports and before the termination or completion of this offering (including all such other documents filed with by us pursuant to the SEC Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement) statement shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documentsprospectus. Any information that we subsequently file with the SEC that is statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, as described above will automatically update and supersede any previous information that is the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may obtain We will provide, without charge, to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus from but not delivered with the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provideprospectus, free of charge, a copy of including any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is documents that are specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or those documents. Please make your request by writing or calling telephoning us at the following address or telephone number: Phunware, Ondas Holdings Inc. Attention: Investor Relations 0000 00 Xxx Xxxxx Xxxxx XxxxXx., Xxxxx #000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Nantucket, MA 02554 (000) 000-0000 Due Up to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as $50,000,000 Shares of any date other than the date on the front cover of the applicable document.Common Stock PROSPECTUS SUPPLEMENT Xxxxxxxxxxx & Co.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference information into this prospectuscontained in documents we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately those documents already on file with the SEC. These other documents SEC that contain important information about us, our financial condition and our results of operationsthat information. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully prospectus supplement, and later information that we file with the information incorporated herein by reference because it is an important part of SEC will automatically update and supersede this prospectusinformation. We hereby incorporate by reference the following documents into this prospectus: ● Our Annual Report on Form 10-K for the year ended December 31, 2019 listed below and any future information filed with the SEC on March 30, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicablerather than furnished) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, between the date of this prospectus supplement and the termination of the offering of the securities covered by this prospectus supplement, provided, however, that we are not incorporating any portions information furnished under any of filings that are furnished rather than filed pursuant to Items Item 2.02 and or Item 7.01 of a any Current Report on Form 8-K)K (and exhibits filed on such form that are related to such items): ● Our Transition Report on Form 10-KT for the transition period from July 1, after the date of this prospectus and before the termination or completion of this offering (including all such documents 2019 to December 31, 2019, filed with the SEC after on March 26, 2020; ● Our Annual Report on Form 10-K for the date fiscal year ended June 30, 2019, filed with the SEC on September 24, 2019; ● Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 15, 2020; ● Our Current Reports on Form 8-K and 8-K/A filed with the Commission on July 17, 2019, July 18, 2019, July 29, 2019, September 27, 2019, October 1, 2019, October 18, 2019, October 21, 2019; December 3, 2019, December 6, 2019, December 26, 2019, January 10, 2020, March 9, 2020, March 12, 2020, and April 6, 2020; and ● The description of certain capital stock contained in our Registration Statement 8-A filed on October 10, 2019, as it may further be amended from time to time. Upon written or oral request, we will provide at no cost to the requester a copy of all of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be information that has been incorporated by reference into in this prospectus from the respective dates of filing of such documents. Any information that we subsequently file supplement but not delivered with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectusprospectus supplement. You may obtain any copies of these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), by contacting our chief financial officer, c/o Relmada Therapeutics, Inc., at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Our telephone number is 000-000-0000. You may also access the documents incorporated by reference in this prospectus from the SEC supplement through the SEC’s our website at xxxx://xxx.xxx.xxxxxx.xxxxxxx.xxx. You may also request and we will provideExcept for the specific incorporated documents listed above, free of charge, a copy of any document no information available on or through our website shall be deemed to be incorporated by reference in this prospectus (excluding exhibits supplement or the registration statement of which it forms a part. Prospectus RELMADA THERAPEUTICS, INC. $200,000,000 COMMON STOCK PREFERRED STOCK WARRANTS SUBSCRIPTION RIGHTS DEPOSITARY SHARES PURCHASE CONTRACTS UNITS ■ common stock; ■ preferred stock; ■ warrants to such document unless an exhibit is specifically incorporated purchase our securities; ■ subscription rights to purchase any of the foregoing securities; ■ depositary shares; ■ purchase contracts; or ■ units comprised of, or other combinations of, the foregoing securities. We may offer and sell these securities separately or together, in one or more series or classes and in amounts, at prices and on terms described in one or more offerings. We may offer securities through underwriting syndicates managed or co-managed by reference one or more underwriters or dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mailplan of distribution for that offering. For faster responsegeneral information about the distribution of securities offered, requests for documents incorporated by reference can be made via email please see “Plan of Distribution” in this prospectus. Each time our securities are offered, we will provide a prospectus supplement containing more specific information about the particular offering and attach it to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxthis prospectus. You should rely only on the The prospectus supplements may also add, update or change information contained in, or incorporated by reference into, in this prospectus, in any accompanying . This prospectus may not be used to offer or sell securities without a prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover which includes a description of the applicable documentmethod and terms of this offering.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” the information into this prospectusfrom other documents we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with those documents instead of having to repeat the SEC. These other documents contain important information about us, our financial condition and our results of operationsin this prospectus. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully , and later information that we file with the information incorporated herein by reference because it is an important part of SEC will automatically update and supersede this prospectusinformation. We hereby incorporate by reference the following documents into listed below and any future filings (including those made after the date of the initial filing of the registration statement of which this prospectus: ● Our prospectus is a part and prior to the effectiveness of such registration statement) we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the shares covered by this prospectus (other than information furnished under Item 2.02 or Item 7.01 of Form 8–K): • our Annual Report on Form 10-–K for the year ended December 31, 2019 2020, filed with the SEC on March April 14, 2021; • our Quarterly Reports on Form 10–Q for the quarters endedMarch 31, 2021, June 30, 2021, and September 30, 2021, filed with the SEC on May 14, 2021, August 13, 2021 and November 15, 2021, respectively; • the information specifically incorporated by reference into our Annual Report on Form 10–K for the year ended December 31, 2020, as amended by fromour definitive proxy statement filed with the SEC on April 30, 2021; • our Current Reports on Form 10- K/8–K filed with the SEC onFebruary 3, 2021, February 12, 2021, March 11, 2021, June 10, 2021, December 14, 2021, December 15, 2021, December 17, 2021 and December 23, 2021 (in each case, except for information contained therein which is furnished rather than filed); and • the description of our Class A common stock in our registration statement onForm 8–A filed with the SEC on April 29January 31, 2020; ● Our Quarterly Reports on Form 10-Q 2019, including any amendments thereto or reports filed for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description purpose of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amendedupdating such description. Additionally, all • All documents filed by us with the SEC Luminar under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings Act, that are furnished rather than filed pursuant (excluding, however, information we furnish to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus and before the termination or completion of this offering SEC) (including all such documents filed with the SEC i) by us after the date of the initial registration statement and prior to its effectiveness and (ii) by us after the effectiveness date of this prospectus and prior to the termination of any offering under this registration statement) . Any statement contained in this prospectus, or in a document all or a portion of which is incorporated by reference, shall be deemed modified or superseded for purposes of this prospectus to be the extent that a statement contained in this prospectus, any applicable prospectus supplement and any related free writing prospectus or any document incorporated by reference into this prospectus from the respective dates of filing of modifies or supersedes such documentsstatement. Any information that we subsequently file with the SEC that is incorporated by reference such statement so modified or superseded shall not, except as described above will automatically update and supersede any previous information that is so modified or superseded, constitute a part of this prospectus. You may obtain Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus from prospectus, at no cost by writing or telephoning us at the SEC through following: Luminar Technologies, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Orlando, Florida 32826 Telephone: (407) 900–5259 You may also access these documents, free of charge on the SEC’s website xxxxx.xxx.xxx or on the “Investors” page of our website at xxxx://xxx.xxx.xxxxxxxxxxxxxx.xxx. You may also request and we will provide, free of charge, a copy of any document Information contained on our website is not incorporated by reference in into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus (excluding or any accompanying prospectus supplement. This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxinto this registration statement. You should rely only on read the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SECexhibits carefully for provisions that may be important to you. We have not authorized anyone to provide you with different information other than what is incorporated by reference or additional informationprovided in this prospectus or any prospectus supplement. We are not offering to sell or soliciting any making an offer to buy any of these securities in any jurisdiction state where the such offer or sale is not permitted. You should not assume that the information in this prospectus or in any document the documents incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.this prospectus or those documents. 21 Up to $75,000,000 LUMINAR TECHNOLOGIES, INC. Class A Common Stock PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus is 001-36193. The documents incorporated by reference into this prospectus contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the following documents into this prospectusdocument: ● Our • our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 3012, 2020; • the information specifically incorporated by reference into ourAnnual Report on Form 10-K for thefiscal year ended December 31, as amended by Form 10- K/A 2019 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 2913, 2020; ● Our • our Quarterly Reports on Form 10-Q for the quarters quarterly period ended on March 31, 2020, filed withthe SEC on May 7, 2020, for the quarterly period ended on June 30, 2020 and September 302020, 2020 filed with the SEC onAugust 10, 2020 and for the quarterly period ended on May 15September 30, 2020, August 14, 2020 and November 12filed with the SEC onNovember 2, 2020, respectively; ● Our • our Current Reports on Form 8-K (and amendments thereto as applicableother than information furnished rather than filed) as filed with the SEC on January 2, 2020, January February 10, 2020, March 234, 2020, March 26, 2020, April 1, 2020, April 16, 2020, April 1720, 2020, May 15, 2020, May 2226, 2020, June 4, 2020, July 162, 2020, August 1411, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 1513, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 1630, 2020; and ● The • the description of our common stock, which is registered under Section 12 of the Registrant’s Common Stock contained in the Registrant’s Registration Statement Exchange Act, inour registration statement on Form 8-A filed with the SEC on August 18A, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 1412, 2018 pursuant to Rule 424(b) under 2013, including any amendments or reports filed for the Securities Act, relating to the Registration Statement on Form S-4, as amendedpurpose of updating such description. Additionally, We also incorporate by reference into this prospectus 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 under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions i) after the date of filings that are furnished rather than filed pursuant the initial filing of the registration statement of which this prospectus forms a part and prior to Items 2.02 and 7.01 effectiveness of a Current Report on Form 8-K)the registration statement, or (ii) after the date of this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and but prior to the effectiveness termination of the registration statementoffering. 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 will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents by writing us at 000 Xxxxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Corporate Secretary or telephoning us at (610) shall be 354- 8840. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this prospectus from document will be deemed to be modified or superseded for purposes of the respective dates of filing of such documents. Any information document to the extent that we a statement contained in this document or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference as described above will automatically update and supersede any previous information that is part of into this prospectusdocument modifies or supersedes the statement. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.$50,000,000 Common Stock Prospectus Supplement X.X. Xxxxxxxxxx & Co.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference the information into this prospectuswe file with it, which means that we can disclose important information about us to you by referring you to another document that we have filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the following information or documents into this prospectus: ● Our that we have filed with the SEC (Commission File No. 001-36467): · our Annual Report on Form 10-K for the our fiscal year ended December 31, 2019 2017 (filed with the SEC on March 30February 28, 2020, as 2018,)as amended by Amendment No. 1 to Annual Report on Form 10- 10-K/A for our fiscal year ended December 31, 2017 (filed with the SEC on April 29March 19, 20202018); ● Our · our Quarterly Reports on Form 10-Q for the our quarters ended March 31, 20202018 (filed onMay 10, 2018), June 30, 2020 2018 (filed on August 9, 2018) and September 30, 2020 2018 (filed on November 13, 2018); · our Current Reports on Form 8-K, dated February 1, 2018 (filed onFebruary 9, 2018); dated March 21, 2018 (filed on March 23, 2018); dated April 1, 2018 (filed on April 2, 2018); dated April 6, 2018 (filed on April 6, 2018); dated April 9, 2018 (filed on April 12, 2018); dated May 14, 2018 (filed on May 17, 2018); dated June 12, 2018 (filed on June 14, 2018); dated August 14, 2018 (filed on August 17, 2018); dated September 21, 2018 (filed on September 21, 2018); dated October 7, 2018 (filed on October 12, 2018); and dated October 31, 2018 (filed on November 5, 2018); · the description of our common stock contained in our registration statement on Form 8-A, as filed with the SEC on May 1527, 20202014, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on including any amendments or reports filed for the purpose of updating such description. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this 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 (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K (and amendments thereto as applicableexhibits filed on such form that are related to such items) as filed made with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K)Act, after the date of this prospectus and before the termination or completion of this offering (including all such documents reports filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall , until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents. Any modify and supersede any information that in any document we subsequently file previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference as described above to the extent that statements in the later filed document modify or replace such earlier statements. We will automatically update and supersede any previous information that is part furnish without charge to each person to whom a copy of this prospectus. You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provideis delivered, free of chargeupon written or oral request, a copy of any document the documents that have been incorporated by reference in into this prospectus (excluding prospectus, including exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attentionthese documents. You should direct any requests for copies to: Investor Relations 0000 Xxxxx Xxxxx Xxxx.Relations, Resonant Inc., 000 Xxxxxxx Xxxxx, Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Xxxxxx, Xxxxxxxxxx 00000; telephone number (000) 000-0000 Due to the ongoing COVID-19 pandemic0000. 28 $25,000,000 Common Stock PROSPECTUS SUPPLEMENT August 14, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.2020

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows permits us to “incorporate by reference” the information into this prospectuscontained in documents we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SECthose documents rather than by including them in this prospectus. These other documents contain important information about us, our financial condition and our results of operations. The information Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus. You should read carefully prospectus from the information incorporated herein by reference because it is an important part of this prospectusdate those documents are filed. We hereby incorporate by reference the following documents into this prospectus: ● Our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended by Form 10- K/A filed with the SEC on April 29, 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2020 and November 12, 2020, respectively; ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021; ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 16, 2020; and ● The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended. Additionallylisted below, all documents filings filed by us pursuant to the Exchange Act after the date of the registration statement of which this prospectus supplement forms a part, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than prior to the time that all Securities covered by this prospectus supplement have been sold; provided, however, that we are not incorporating any portions of filings that are documents or information deemed to have been furnished rather than and not filed pursuant to Items 2.02 and 7.01 of a in accordance with SEC rules: · our Annual Report on Form 10-K for the fiscal year ended July 31, 2020, filed with the SEC on November 16, 2020; · our Quarterly Report on Form 10-Q for the quarter ended October 31, 2019, filed with the SEC on December 11, 2020; · our Current Report Reports on Form 8-KK filed on August 4, 2020, August 6, 2020, August 14, 2020, August 17, 2020, August 19, 2020, October 15, 2020, October 27, 2020, November 19, 2020, December 15, 2020, January 8, 2021, January 11, 2021, January 26, 2021, and January 28, 2021; · the description of our common stock contained in our Registration Statement on Form S-1, filed on November 23, 2020, including any amendments thereto or reports filed for the purposes of updating this description. · the description of our common stock contained in our Registration Statement on Form 8-A12G, filed on August 14, 2020, including any amendments thereto or reports filed for the purposes of updating this description. In addition, all documents subsequently filed by us pursuant to Section 13(a), after 13(c), 14 or 15(d) of the Exchange Act before the date of our offering is terminated or completed are deemed to be incorporated by reference into, and to be a part of, this prospectus. Any statement contained in this prospectus and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be in a document incorporated or deemed to be incorporated by reference into this prospectus from will be deemed to be modified or superseded for purposes of this prospectus to the respective dates of filing of such documents. Any information extent that we a statement contained in this prospectus or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this prospectus. You may obtain We will provide to each person, including any of the documents incorporated by reference in this beneficial holder, to whom a prospectus from the SEC through the SEC’s website is delivered, at xxxx://xxx.xxx.xxx. You may also request and we will provideno cost, free of chargeupon written or oral request, a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically or all of the information that has been incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling prospectus but not delivered with the prospectus. You should direct any requests for copies to us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations Secretary, 0000 Xxxxx Xxxxx XxxxXxx., Xxxxx 000-X AustinIrvine, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx California 92614 or you may call us at (000) 000-0000 Due 0000. Exhibits to the ongoing COVID-19 pandemicfilings will not be sent, our Austinhowever, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents unless those exhibits have specifically been incorporated by reference can be made via email to xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxinto this prospectus. You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with information different from that contained in this prospectus, or additional informationincorporated by reference in this prospectus and in any free writing prospectus that we have authorized for use in connection with this Offering. We are not offering making offers to sell or soliciting any offer to buy any securities the Securities in any jurisdiction where the in which such an offer or sale solicitation is not permitted. You should not assume that the information in this prospectus authorized or in any document incorporated by reference which the person making such offer or solicitation is accurate as of any date other than the date on the front cover of the applicable documentnot qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.