Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should consider carefully the risks and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in shares of our Class A common stock involves a high degree of risksubstantial risks. Before deciding whether In addition to invest other information in our Class A common stockthis prospectus supplement, you should carefully consider carefully the following risks and the risks and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent Quarterly Reports on Form 10-Q, K under the caption “Item 1A. Risk Factors,” as well as any amendments thereto reflected other information and data set forth in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entiretysupplement, together with other information in this prospectus, the accompanying prospectus and the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection therein, before making an investment decision with this offeringrespect to our common stock. The occurrence of any of the following risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, could materially and adversely affect our business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our businessprospects, financial condition, and our results of operations or cash flow could be seriously harmed. This operations, which could cause the trading price of our Class A common stock you to decline, resulting in a loss of lose all or a part of your investmentinvestment in our common stock. Some statements in this prospectus supplement, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering offering, you may not agree with how we use the proceeds, and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentbe invested successfully. Our management will have broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 millionfavorable, or $1.33 per shareany, return for us. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the The number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, available for future issuance or sale could adversely affect the last reported sale per-share trading price of our Class A common stock. As of May 17, 2022, 37,408,748 shares of our common stock were outstanding. Additionally, as of May 17, 2022, (i) 4,094,019 shares of common stock was $3.73 per share. Because the sales issuable upon exercise of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options granted under the Augmedix, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) were outstanding, at a weighted average exercise price of $1.22 per share, (ii) 243,028 shares of common stock was issuable upon exercise of stock appreciation rights granted under the 2020 Plan were outstanding, at a weighted average exercise price of $1.55 per share, (iii) 2,800,326 shares of our common stock issuable upon the exercise of outstanding warrants were outstanding, at a weighted-average exercise price of $2.90 per share, and 706,607 shares of common stock under our 2020 Plan remained available for future issuance. We cannot predict whether future issuances or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number sales of shares we of our common stock, including shares issued pursuant to the sales agreement, or the availability of shares for resale in the open market will issue decrease the per-share trading price of our common stock. It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement, at any one time or in total, is uncertainsales agreement. Subject to certain limitations in the Sales Agreement entered into by us with Cantor sales agreement, and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx Jefferies at any time throughout the term of the Sales Agreementsales agreement. The number of shares that are sold by Xxxxxx through Jefferies after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, any limits we may set with CantorJefferies in any applicable placement notice and the demand for our common stock. As such, it is not possible to predict the number of shares to be sold pursuant to the sales agreement. Because the price per share of each share sold pursuant to the sales agreement will fluctuate based on the market price of our Class A common stock during the sales periodover time, it is not currently possible at this stage to predict the number of shares that aggregate proceeds to be raised in connection with sales under the sales agreement, although the aggregate proceeds will be ultimately issued or not exceed $25,000,000, subject to any change disclosed in a prospectus supplement after the resulting gross proceedsdate hereof. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demanddemand and the terms of the sales agreement, to vary the timing, prices, prices and numbers number of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if Future offerings of debt or equity securities, which could rank senior to our common stock, may materially adversely affect the market price of our common stock. If we sell all of the shares offered hereby, we may continue decide to seek external sources of financing to fund operations issue debt or equity securities in the future, which could rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We have a history of net losses and we believe Additionally, any convertible or exchangeable securities that we will continue issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to incur operating owners of our common stock. Future issuances and net losses each quarter until at least sales of debt or equity securities, or the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance perception that such lines of business will be financially viable. Accordinglyissuances and sales could occur, while we may from time-to-time raise gross proceeds of up cause prevailing market prices for our common stock to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we decline and may need adversely affect our ability to raise additional capital in the future financial markets at times and prices favorable to further scale our business and expand to additional marketsus. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Therefore, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us. You may raise additional funds through experience significant dilution as a result of this offering, which may adversely affect theper-share trading price of our common stock. This offering may have a dilutive effect on our earnings per share after giving effect to the issuance of equity, equity-related or debt securitiesour common stock in this offering and the receipt of the expected net proceeds. The actual amount of dilution from this offering, or through obtaining credit from financial institutions. We any future offering of our common stock or preferred stock, will be based on numerous factors, particularly the use of proceeds and the return generated on such proceeds, and cannot be determined at this time. Our existing secured credit facility contains restrictive covenants that limit our operating flexibility. The loan and security agreement (the “Loan Agreement”) governing our secured revolving credit facility and term loan requires that we comply with a number of restrictive financial covenants, including minimum cash and cash equivalents, minimum revenues, and minimum adjusted quick ratio (as defined in the Loan Agreement). The Loan Agreement also contains customary covenants that limit, among other things, the ability of the borrower and its subsidiaries to (i) incur indebtedness, (ii) incur liens on their property, (iii) pay dividends or make other distributions, (iv) sell their assets, (v) make certain that additional funds will be available on favorable terms when requiredloans or investments, (vi) merge or at allconsolidate, (vii) voluntarily repay or prepay certain indebtedness and (viii) enter into transactions with affiliates, in each case subject to certain exceptions. These covenants may restrict our ability to expand or fully pursue our business strategies. The breach of any of these covenants could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for be able to repay it. We may never pay dividends on our common stock so any returns would be limited to the appreciation of our stock. We currently anticipate that we will retain future earningsearnings for the development, if any, for future operations, operation and expansion of our business and debt repayment and have no current plans to do not anticipate we will declare or pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the Further, any future will be made at the discretion of our board of directors and will depend ondebt agreements may also prohibit us from paying, among other things, our results of operations, financial condition, cash requirements, contractual or place restrictions and other factors that our board of directors may deem relevant. In addition, on our ability to pay dividends may pay, dividends. Any return to stockholders will therefore be limited by covenants to the appreciation of any existing and future outstanding indebtedness we or our subsidiaries incurtheir stock. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares Resales of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress market during this offering by our stockholders may cause the market price of our Class A common stock to fall. We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. Sales Our ability to raise capital is limited by the Securities Act and SEC rules and regulations. Under current SEC rules and regulations, because the current aggregate market value of our common stock held by non-affiliates, or public float, is less than $75.0 million, the amount we can raise through primary offerings of our securities in any 12-month period using a registration statement on Form S-3 will be limited to one-third of our public float until such time that our public float equals or exceeds $75.0 million. As of May 17, 2022, our public float was approximately $32.4 million, which means we are limited to raising a total of approximately $10.8 million using our registration statement on Form S-3. The amounts raised in this offering will reduce our capacity to raise capital using our registration statement on Form S-3 under these SEC rules. Alternative means of raising capital through sales of our securities, including through the use of a substantial number registration statement on Form S-1 or in private placements of shares in the public marketsequity or debt securities, or the perception that such sales could occurmay be more costly and time- consuming and more difficult to market to potential investors, could depress the market price of our Class A common stock and impair which may have a material adverse effect on our ability to raise capital through the sale of additional equity securities. We have agreedcapital, without the prior written consent of Xxxxxx, our liquidity position and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockstrategy.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether We urge you to invest in our Class A common stock, you should consider carefully the risks described below, and uncertainties described below in the documents incorporated by reference in this prospectus supplement and discussed the accompanying prospectus, before making an investment decision, including those risks identified under the heading “Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, 2019, which is incorporated by reference in this prospectus supplement and in our subsequent Quarterly Reports on Form 10-Qwhich may be amended, as well as any amendments thereto reflected in subsequent filings supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, which including those that relate to any particular securities we offer, may be included in a future prospectus supplement or free writing prospectus that we authorize from time to time, or that are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, supplement or the documents incorporated by reference herein and therein and any free writing accompanying prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below entitled “Cautionary Special Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $15.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering offering, you may not agree with how we use the proceeds, and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentbe invested successfully. Our management will have broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor us. If you purchase our Class A common stock in this offering, you You may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A the common stock immediately after this you purchase in the offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The public offering price per share in this offering may exceed the pro forma as adjusted net tangible book value per share of our Class A common stock outstanding prior after giving effect to this offering. Assuming that an aggregate of 14,018,692 shares of our common stock are sold at a price of $1.07 per share, in which case investors will incur immediate the last reported sale price of our common stock on The NASDAQ Capital Market on July 16, 2020, for aggregate gross proceeds of up to approximately $15.0 million, and substantial dilution. Purchasers of the shares we sellafter deducting commissions and estimated offering expenses payable by us, as well as our existing stockholders, you will experience significant immediate dilution if we sell shares at prices significantly below of $0.79 per share, representing the price at which they investeddifference between our pro forma as adjusted net tangible book value per share as of March 31, 2020, after giving effect to this offering. To the extent any The exercise of outstanding warrants and stock options or warrants are exercised or restricted stock units are settled, there will be result in further dilution to new investorsof your investment. For See the section below entitled “Dilution” for a further description more detailed illustration of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold would incur if you participate in this offering. Investors We will require additional capital funding, the receipt of which may experience a decline in impair the value of their shares as a result of share our common stock. Our future capital requirements depend on many factors, including our research, development, sales made at prices lower than the prices they paidand marketing activities. Even if we sell all of the shares offered hereby, we may We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to seek external sources of financing to fund operations in the futuredevelop our drug candidates. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there There can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available when needed or on favorable terms when requiredsatisfactory to us, or if at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to To the extent we raise funds through the sale of additional capital by issuing equity securities, our stockholders would may experience additional dilutionsubstantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock. Because there are no current plans We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our Class A common stock and currently do not plan to pay any cash dividends in the foreseeable future. In May 2020, the SEC issued an order suspending the trading of our common stock and Nasdaq issued a trading halt in our common stock. On May 1, 2020, the SEC, pursuant to Section 12(k) of the Exchange Act, ordered the temporary suspension of trading in our securities because of questions regarding the accuracy and adequacy of information in the marketplace about us and our securities. Pursuant to the suspension order, the suspension commenced at 9:30 a.m. EDT on May 4, 2020 and terminated at 11:59 p.m. EDT on May 15, 2020. On May 15, 2020, Nasdaq issued a trading halt in our common stock pending the receipt of requested information, which halt was released on May 28, 2020. We believe in the accuracy and adequacy of our public disclosures, but can provide no assurances that we will not encounter future similar actions, which may adversely affect the holders of our common stock. Special Note Regarding Forward-Looking Statements This prospectus supplement, the accompanying prospectus and the other documents we have filed with the SEC that are incorporated herein by reference contain forward- looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly as set forth and incorporated by reference in the “Risk Factors” section above, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference in this prospectus supplement completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the SEC. Use of Proceeds We intend to use the net proceeds from this offering for our planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with the Agent as a source of financing. The amount and timing of our use of the net proceeds from any offerings hereunder will depend on a number of factors, such as the timing and progress of our clinical trial efforts and pre-clinical programs. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments. Dividend Policy We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may expect to retain future earnings, if any, for to fund the development and growth of our business. Any future operations, expansion and debt repayment and have no current plans determination to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future on our common stock will be made at the discretion of our board of directors and will depend onupon, among other thingsfactors, our results of operations, financial condition, cash requirements, capital requirements and any contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockrestrictions.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should consider carefully the risks and uncertainties described below and discussed under in the heading section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K, K and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings filed with the SEC, which are incorporated by reference into in this prospectus supplement in their entirety, and in our subsequent filings with the SEC incorporated by reference in this prospectus supplement, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference herein and therein in this prospectus supplement, and any free writing prospectus that we may authorize have authorized for use in connection with this offering. The risks described offering before you make a decision to invest in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodsClass A common stock. If any of these risks the following events actually occursoccur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of decline and you may lose all or part of your investment. See The risks below and incorporated by reference in this prospectus supplement are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Cautionary Special Note Regarding Forward-Looking Statements.” Risks Related To to This Offering and Our Class A Common Stock We will have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentuse them effectively. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cashif any, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether could spend the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase do not improve our business, financial condition or results of operations or enhance the value of your investmentour Class A common stock. If we do not invest or apply We currently intend to use the net proceeds from this offering or our existing cash in ways that enhance stockholder valueoffering, we may fail to achieve expected resultsif any, for general corporate purposes, which may include clinical trials and other research and development expenses, working capital, and general and administrative expenses, which may include, among other things, funding research and development, clinical trials, vendor payables, potential regulatory submissions, hiring additional personnel and capital expenditures. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products. The failure by our management to apply these funds, if any, effectively could result in financial losses that could harm our business, cause the price of our Class A common stock price to declinedecline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you if any, in a manner that does not produce income or that loses value. Purchasers may incur experience immediate and substantial dilution in the tangible net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significanttheir investment. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock. Assuming that an aggregate of 15,000,000 shares of our Class A common stock outstanding prior are sold at a price of $10.00 per share pursuant to this offeringprospectus supplement, in which case investors will incur was the last reported sale price of our Class A common stock on the Nasdaq Global Market on August 23, 2022, you would experience immediate dilution of $6.28 per share, representing a difference between our pro forma as adjusted net tangible book value per share as of June 30, 2022, after giving effect to this offering and substantial dilution. Purchasers the assumed redemption or exchange of all LLC Interests owned by the Continuing LLC Owners for shares we sellof Class A common stock, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below and the price at which they investedassumed offering price. To the extent that any outstanding stock options or warrants are exercised or exercised, any restricted stock units vest and are settled, there any shares are purchased under our Employee Stock Purchase Plan, any new equity awards are issued under our equity incentive plan, or we otherwise issue additional shares of Class A common stock in the future (including shares issued in connection with strategic and other transactions), you will be experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to new investorsour stockholders. For a further description of the dilution that you may experience immediately after this offering, see See the section titled “Dilution.” on page S-13 of this prospectus supplement for a more detailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Class A common stock, or securities convertible or exchangeable into Class A common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Future sales of a significant number of our shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our shares of Class A common stock or cause it to be highly volatile. Sales of a substantial number of shares of our Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of shares of our Class A common stock or cause it to be highly volatile and impair our ability to raise capital through the sale of additional equity securities. A substantial number of shares of Class A common stock are being offered by this prospectus supplement, and we cannot predict if and when shares sold in this offering, if any, will be resold in the public markets. We cannot predict the number of these shares that might be resold nor the effect that future sales of our shares of Class A common stock would have on the market price of shares of our Class A common stock. It is not possible to predict the actual number of shares we will issue sell under the Sales Agreement, at any one time or in total, is uncertainthe gross proceeds resulting from those sales. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable lawlaws, we have the discretion to deliver a placement notice to Xxxxxx the Agents at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx through the Agents after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and term of the Sales Agreement, the limits we set with Cantorthe Agents in any applicable placement notice, and the demand for our Class A common stock during the term of the Sales Agreement. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales periodterm of the Sales Agreement, it is not currently possible at this stage to predict the number of shares that will be ultimately issued sold or the resulting gross proceedsproceeds to be raised in connection with the sales of shares of Class A common stock offered under this prospectus supplement. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all The multi-class structure of our common stock has the shares offered herebyeffect of concentrating voting control which will limit your ability to influence the outcome of important transactions, we may continue to seek external sources of financing to fund operations including a change in the futurecontrol. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of businessOur Class B common stock has 10 votes per share, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock, which we are selling in this offering, has one vote per share and Class C common stock for the foreseeable futurehas no voting rights, you may not receive any return on investment unless you sell except as required by law. Immediately following this offering of Class A common stock, assuming that an aggregate of 15,000,000 shares of our Class A common stock for are sold at a price greater than that of $10.00 per share pursuant to this prospectus supplement, which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for was the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion last reported sale price of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your on the Nasdaq Global Market on August 23, 2022, the holders of our outstanding Class B common stock will collectively hold more than 86% of the voting power of our outstanding capital stock. Because of the 10-to-1 voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively control a majority of the combined voting power of our capital stock and therefore are able to control all matters submitted to our stockholders for approval so long as the shares of our Class B common stock represent more than 9% of all outstanding shares of our Class A common stock and Class B common stock. These holders of our Class B common stock may also have interests that differ from other stockholders and may vote in a way which may be adverse to other stockholder interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for a price greater than that which you paid for it. Sales their capital stock as part of a significant number sale of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress our company and might ultimately affect the market price of our Class A common stock. Sales The exchange of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our LLC Interests for Class A common stock and impair our ability to raise capital through will have the sale effect, over time, of additional equity securities. We have agreed, without increasing the prior written consent relative voting power of Xxxxxx, and subject to certain exceptions set forth those holders of Class B common stock who retain their shares in the Sales Agreementlong term. If, not to sell or otherwise dispose for example, Xxx Xxxxx, together with his affiliates, retains a significant portion of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares his holdings of our Class A B common stock for an extended period of time, he could control a significant portion of the voting power of our capital stock for the foreseeable future. As a board member, Xxx Xxxxx owes a fiduciary duty to our stockholders and must act in good faith and in a manner to be in the public markets. We cannot predict the effect that future sales best interests of our Class A common stock would have on stockholders. As a stockholder, Xxx Xxxxx is entitled to vote his shares in his own interests, which may not always be in the market price interests of our Class A common stockstockholders generally.

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of risk. Before deciding whether to invest in our Class A common stockmaking an investment decision, you should consider carefully the risks risks, uncertainties and uncertainties described below all risk factors set forth in this prospectus supplement and the base prospectus to which it relates, as well as any documents incorporated by reference in this prospectus, including the risk factors discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, 2019, as amended, and in our subsequent Quarterly Reports each subsequently filed quarterly report on Form 10-QQ and current reports on Form 8-K, as well as any amendments thereto reflected in subsequent filings which may be amended, supplemented or superseded from time to time by the other reports we file with the SEC, which are incorporated by reference into Commission in the future. Risks related to this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory offering Future sales or other factors issuances of our common stock could depress the market for our common stock. Sales of a substantial number of shares of our common stock, or the perception by the market that those sales could have material adverse effects on occur, whether through this offering or other offerings of our future results. Past financial performance may not be a reliable indicator of future performancesecurities, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading market price of our Class A common stock to decline, resulting decline or could make it more difficult for us to raise funds through the sale of equity in a loss of all or part of your investmentthe future. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock We have broad discretion in the to use of the net proceeds from this offering and may invest or spend the our investment of these proceeds in ways with which you do not agree and in ways that pending any such use may not yield a return on your investmentfavorable return. Our Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion in as to the application of the net proceeds from this offering, including for any of the purposes as described below in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on could use them for purposes other than those contemplated at the judgment time of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyoffering. Our management might not apply may use the net proceeds for corporate purposes that may not improve our financial condition or our existing cash in ways that ultimately increase the market value of your investmentour common stock. If This offering is being conducted on a “commercially reasonable efforts” basis; we do cannot invest guarantee our success in raising additional capital in this offering. The Sales Agent will be attempting to sell the shares of our common stock offered under this prospectus supplement on a “commercially reasonable efforts” basis, and the Sales Agent is under no obligation to purchase any shares of our common stock offered under this prospectus supplement for their own account. Neither we nor the Sales Agent is required to sell any specific number or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates dollar amount of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A shares of common stock in this offering but will use its commercially reasonable efforts to sell the shares of our common stock offered in this prospectus supplement at management’s direction. As a “commercially reasonable efforts” offering, you there can be no assurance that the offering contemplated hereby will ultimately be consummated Our failure to raise additional capital through the offering contemplated in this prospectus supplement may incur cause us to cease as a going concern and investors in our securities may lose their entire investment. Purchasers in this offering will experience immediate and substantial dilution in the net tangible book value of your sharestheir investment. If you invest in The public offering price of our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering stock is substantially higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 2020, before giving effect to this offering. At an assumed public offering price of $1.00 per share (which was the last reported sale price on June 5, 2020), and after deducting estimated offering expenses and estimated sales agent commissions payable by us, our as adjusted net tangible book value per share after giving effect to the sale of shares of our common stock in the aggregate amount of $1,537,366 at the assumed offering price would be $0.18. Accordingly, purchasers of shares of our common stock in this offering will incur immediate and substantial dilution of approximately $378.8 million, or $1.33 0.82 per share. Net tangible , representing the difference between the as adjusted book value per share of our Class A common stock is total tangible assets less our total liabilities divided by securities after the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, offering and the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding securities prior to this offeringthe offering as of March 31, in which case investors will incur immediate and substantial dilution2020. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below If the price at which they investedthe shares of our common stock are sold in this offering increases, the dilution experienced by such purchasers will increase proportionately. To Furthermore, if the extent any remaining outstanding stock note is converted, or if outstanding options or warrants are exercised or restricted stock units are settledexercised, there will be you could experience further dilution to new investorsdilution. For a further description of the dilution that you may our stockholders will experience immediately after this offering, see the section titled in this prospectus supplement entitled “Dilution.” on page S-29 of this prospectus supplement. Our stock price can be volatile, which increases the risk of litigation, and may result in a significant decline in the value of your investment. The trading price of our common stock has historically been, and is likely to continue to be, highly volatile and subject to wide fluctuations in price in response to various factors, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose part or all of your investment in our common stock. These factors include, but are not limited to, the following: ● price and volume fluctuations in the overall stock market from time to time; ● changes in the market valuations, stock market prices and trading volumes of similar companies; ● actual number of shares we will issue under the Sales Agreement, at any one time or anticipated changes in our net loss or fluctuations in our operating results or in totalthe expectations of securities analysts; ● the issuance of new equity securities pursuant to a future offering, is uncertain. Subject including potential issuances of preferred stock; ● general economic conditions and trends; ● positive and negative events relating to certain limitations the overall blockchain and crypto mining sector; ● major catastrophic events, including the effects of COVID-19; ● sales of large blocks of our stock; ● additions or departures of key personnel; ● changes in the Sales Agreement entered into regulatory status of cryptocurrencies, cryptocurrency exchanges, and miners of cryptocurrencies; ● announcements of new products or technologies, commercial relationships or other events by us with Cantor or our competitors; ● regulatory developments in the United States and compliance with applicable lawother countries; ● failure of our common stock to maintain their listing on the NASDAQ markets or other national market system; ● changes in accounting principles; and ● discussion of us or our stock price by the financial and scientific press and in online investor communities. In addition, we equity markets in general, and the market for blockchain companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the discretion to deliver a placement notice to Xxxxxx at any time throughout the term operating performance of the Sales Agreementcompanies traded in those markets. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on These broad market and industry factors may materially affect the market price of our Class A common stock during stock, regardless of our development and operating performance. In the sales period and limits we set with Cantor. Because the price per share past, following periods of each share sold will fluctuate based on volatility in the market price of our Class A common stock during the sales perioda company’s securities, it is not possible at this stage to predict the number of shares securities class-action litigation has often been instituted against that will be ultimately issued or the resulting gross proceedscompany, including Marathon. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject Due to the final determination by volatility of our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered herebystock price, we are currently and may continue to seek external sources be the target of financing to fund operations securities litigation in the future. We have a history of net losses Securities litigation could result in substantial costs and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital divert management’s attention in the future to further scale our business attention and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit resources from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should carefully consider carefully the risks and uncertainties described below and those discussed under the heading Section captioned “Risk Factors” contained in our most recent Annual Report on Form 10-KK for the fiscal year ended December 31, and in 2019, as updated by our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with under the SECExchange Act, which are incorporated by reference into in this prospectus in their entiretysupplement and the accompanying prospectus, together with other information in this prospectus supplement, the accompanying prospectus, the information and documents incorporated by reference herein and therein therein, and in any free writing prospectus that we may authorize have authorized for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To to This Offering and Our Class A Common Stock We Management will have broad discretion in as to the use of the net proceeds from this offering offering, and we may invest or spend not use the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmenteffectively. Our management will have broad discretion in with respect to the application use of the net proceeds from of this offering, including for any of the purposes described in the section titled of this prospectus supplement entitled “Use of Proceeds,.” as well as our existing cash, and you You will be relying on the judgment of our management regarding such applicationthe application of the proceeds of this offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could harm our business, delay the development of our product candidates and cause the price of our common stock to decline. You will not have experience immediate dilution in the opportunity, as part book value per share of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock purchased in the offering. The shares sold in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stockif any, your ownership interest will be diluted sold from time to time at various prices. However, we expect that the extent the offering price per share you pay in this offering is of our common stock will be substantially higher than the net tangible book value per share of our Class A outstanding common stock immediately after this offeringstock. Our net tangible book value Assuming that an aggregate of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of 3,012,048 shares of our Class A common stock outstanding as are sold at an offering price of March 31, 2024. On May 8, 2024$8.30 per share, the last reported sale price of our Class A common stock was on The Nasdaq Capital Market on February 12, 2020, for aggregate gross proceeds of approximately $3.73 25,000,000, and after deducting commissions and estimated offering expenses payable by us you will experience immediate dilution of $10.02 per share. Because share representing the sales of difference between the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The assumed offering price of $8.30 per share in this offering may exceed and the pro forma as adjusted net tangible book value of $(1.72) per share of our Class A common stock outstanding prior as of December 31, 2019 after giving effect to this offering, in which case investors will incur immediate offering and substantial dilutionthe assumed offering price. Purchasers The exercise of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be may result in further dilution to new investorsof your investment. For a further description of the dilution that you may experience immediately after this offering, see the See section titled “Dilution.” below for a more detailed discussion of the dilution you will incur if you purchase shares in this offering. The actual number of shares we will issue under the Sales Agreementequity distribution agreement with JMP Securities, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us sales agreement with Cantor JMP and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx JMP at any time throughout the term of the Sales Agreementsales agreement. The number of shares of our common stock that are sold by Xxxxxx JMP after delivering a placement notice will fluctuate based on the market price of our Class A the common stock during the sales period and limits we set with CantorJMP. Because Issuances of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as the price per share exercise of each share sold outstanding options, will fluctuate based on dilute your ownership interests and may adversely affect the future market price of our Class A common stock during stock. As a development stage company, we will need additional capital to fund the sales period, it is not possible at this stage to predict the number development and commercialization of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment resultsour product candidates. We will have discretionmay seek additional capital through a combination of private and public equity offerings, subject debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales pricebe diluted. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history significant number of net losses and we believe that we will continue options to incur operating and net losses each quarter until at least the time we begin generating significant revenues from purchase shares of our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at allcommon stock. If we cannot raise additional funds when neededthese securities are exercised, our financial condition, results of operations, business and prospects could be materially and adversely affectedyou may incur further dilution. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In additionMoreover, to the extent that we raise funds through the sale of issue additional equity securitiesoptions to purchase, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable futureor securities convertible into, you may not receive any return on investment unless you sell exercisable or exchangeable for, shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend onthose options or other securities are exercised, among other thingsconverted or exchanged, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors shareholders may deem relevantexperience further dilution. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant substantial number of shares of Class A common stock may be sold in the public marketsmarket following this offering, or the perception that such sales could occur, could which may depress the market price of for our Class A common stock. Sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales market following this offering could occur, could depress cause the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securitiesdecline. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination substantial majority of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional outstanding shares of our Class A common stock in are, and the public markets. We cannot predict the effect that future sales shares of our Class A common stock would have on sold in this offering upon issuance will be, freely tradable without restriction or further registration under the market price of our Class A common stockSecurities Act.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether making a decision to invest in our Class A common stock, you should consider carefully the risks and uncertainties described below and discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus, including the risk factors incorporated by reference herein from our most recent Annual Report on Form 10-K, and in as may be updated by our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent Q and other filings we make with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on harm our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below titled “Cautionary Note Statement Regarding Forward-Looking Statements.” Additional Risks Related To This to the Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentuse them effectively. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, opportunity as part of your investment decision, decision to assess whether the net proceeds are being used effectivelyappropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply the our net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or The failure by our management to apply the net proceeds from this offering or these funds effectively could harm our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to declinebusiness. Pending their use, we may invest the net proceeds from this offering in shortshort- and intermediate-term U.S. Treasury securities with low rates term, interest-bearing instruments, certificates of returndeposit or direct or guaranteed obligations of the United States government or hold the net proceeds as cash. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. If you purchase our Class A common stock in this offering, you may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering. Assuming that an aggregate of 33,871,589 shares of our common stock are sold at a price of $4.41 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on March 1, 2022, for aggregate gross proceeds of approximately $149,373,708, and after deducting commissions and estimated offering expenses payable by us, you would experience immediate dilution of $0.29 per share, representing the difference between our as adjusted net tangible book value per share as of December 31, 2021 after giving effect to this offering and the assumed public offering price. The exercise of outstanding stock options would result in further dilution of your investment. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. Because the sales of the shares offered hereby will be made directly into the market or in negotiated transactions, the prices at which case investors we sell these shares will incur immediate vary and substantial dilutionthese variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To Future sales or issuances of our common stock in the extent public markets, or the perception of such sales, could depress the trading price of our common stock. The sale of a substantial number of shares of our common stock or other equity-related securities in the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We may sell large quantities of our common stock at any outstanding time pursuant to this prospectus or in one or more separate offerings. We cannot predict the effect that future sales of common stock options or warrants are exercised or restricted stock units are settled, there will be further dilution other equity-related securities would have on the market price of our common stock. It is not possible to new investors. For a further description of predict the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue sell under the Sales Agreementsales agreement, at any one time or in total, is uncertainthe gross proceeds resulting from those sales. Subject to certain limitations in the Sales Agreement entered into by us with Cantor sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice instruction to Xxxxxx Jefferies to sell shares of our common stock at any time throughout the term of the Sales Agreementsales agreement. The number of shares shares, if any, that are sold by Xxxxxx through Jefferies after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, the limits we set with CantorJefferies in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold sold, if any, will fluctuate based on the market price of our Class A common stock during the sales periodthis offering, it is not currently possible at this stage to predict the number of shares that will be ultimately issued sold or the resulting gross proceedsproceeds to be raised in connection with those sales. The Class A common stock offered hereby will be sold in “at the market offerings,” ”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no predetermined minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether to invest in our Class A common stockmaking an investment decision, you should carefully consider carefully the risks and uncertainties described below and discussed under below, on page 4 of the heading “Risk Factors” contained accompanying prospectus, together with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein, including our most recent Annual Report on Form 1020-K, F and in our subsequent Quarterly Reports any updates in each report on Form 106-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are K that indicates that it is being incorporated by reference into this prospectus reference, including in their entiretylight of your particular investment objectives and financial circumstances. In addition to those risk factors, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There there may be other unknown additional risks and uncertainties of which management is not aware or unpredictable economicfocused on, political, or that management deems immaterial. Our business, competitive, regulatory financial condition or other factors that results of operations could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If materially adversely affected by any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmedrisks. This could cause the The trading price of our Class A common stock securities could decline due to declineany of these risks, resulting in a loss of and you may lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering to Our Ordinary Shares and Our Class A Common Stock this Offering You will experience immediate dilution in the book value per share of the ordinary shares you purchase. Since the price per share of our ordinary shares is expected to be substantially higher than the book value per share of the ordinary shares, you may suffer substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus supplement entitled “Dilution.” We have broad discretion to determine how to use the funds raised in the use of the net proceeds from this offering offering, and may invest or spend the proceeds in ways with which you do not agree and use them in ways that may not yield a return on your investmentenhance our operating results or the price of our ordinary shares. Our management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways our shareholders may not agree with or that do not yield a favorable return in the application of near term, if at all. We intend to use the net proceeds of this offering to support clinical development, pre-clinical research and general working capital purposes. However, our use of these proceeds may differ substantially from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you current plans. You will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyin ways with which you would agree. Our management might not apply It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our existing management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash in ways that ultimately increase the value flow. See “Use of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail Proceeds.” We face risks related to achieve expected resultshealth epidemics and outbreaks, which could cause significantly disrupt our stock price operations. In December 2019, a novel strain of coronavirus was reported to declinehave surfaced in Wuhan, China. Pending their useWhile the effects of the spread of this coronavirus are expected to be temporary, we may invest the net proceeds from duration of the business disruption and related financial impact cannot be reasonably estimated at this offering in short-term U.S. Treasury securities with low rates time and our business could be adversely impacted by the effects. Enrollment of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest patients in our Class A common stock, your ownership interest will clinical trials may be diluted delayed due to the extent outbreak of the price per share you pay coronavirus, as hospitals in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided China shift resources to patients affected by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales pricedisease. In addition, subject we rely on third-party clinical research organizations (CROs) to monitor and manage data for our ongoing preclinical and clinical programs, and the final determination outbreak may affect their ability to devote sufficient time and resources to our programs. Our ability to obtain clinical supplies of our product candidates could also be disrupted if the operations of these suppliers are affected by the coronavirus. As a result, the expected timeline for data readouts of our board of directors or any restrictions we clinical trials and certain regulatory filings may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the futurenegatively impacted. We have a history operations in Dalian, China, and some of net losses our employees are located in Beijing and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of businessShanghai. Even if Consequently, we are able susceptible to successfully launch our Xxxxxx UAM factors adversely affecting one or Xxxxxx Direct lines more of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevantthese locations. In addition, our ability results of operations could be adversely affected to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than the extent that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants this coronavirus or any rights othxx xxidemic harms the Chinese economy in general. The extent to purchase or acquire Class A common stock during which the period beginning coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination severity of the Sales Agreement with Cantor. Thereforecoronavirus and the actions to contain the coronavirus or treat its impact, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockamong others.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of riskrisk and uncertainty. Before deciding whether In addition to invest the other information included in our Class A common stockthis prospectus or in any applicable prospectus supplement, you should carefully consider carefully each of the risks and uncertainties described below and discussed under the heading “Risk Factors” contained risk factors set forth in our most recent Annual Report on Form 10-K, K and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings Q on file with the SEC, which are incorporated by reference into this prospectus in their entiretyprospectus, together with other information in and any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those facing our company. Additional risks not presently known to us or that we presently consider to be material. There immaterial may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on also adversely affect our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodscompany. If any of these the risks actually occursdescribed occur, our business, financial condition, results of operations or cash flow and prospects could be seriously harmedmaterially adversely affected. This could cause In that case, the trading price of our Class A common stock to securities could decline, resulting in a loss of and you could lose all or part of or your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A In assessing these risks, you should also refer to the other information included or incorporated by reference into this prospectus or any applicable prospectus supplement. Substantial blocks of our Common Stock We have broad discretion in may be sold into the use market as a result of our registration of the net proceeds from this offering and may invest issuance or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentresale of Common Stock pursuant to previously filed registration statements. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment The price of our management regarding such application. You will not have the opportunity, as part Common Stock could decline if there are substantial sales of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share shares of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31Common Stock, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock if there is total tangible assets less our total liabilities divided by the a large number of shares of our Class A common stock Common Stock available for sale, or if there is the perception that these sales could occur. We currently have convertible notes outstanding in the aggregate principal amount of $50,000,000 (the “Promissory Notes”). The Promissory Notes are convertible into shares of our Common Stock (the “Note Conversion Shares”), at the request and sole discretion of the holder, subject to a minimum floor conversion price (which may be reduced by us from time to time in our discretion, subject to the rules and regulations of Nasdaq). We have registered the resale of up to 23,585,000 of Conversion Shares. We also have a promissory note outstanding in the aggregate principal amount of $20,000,000 (as of March 31, 2024. On May 8, 2024amended from time to time, the last reported sale price “AI Promissory Note”) in favor of AI Bridge Funding LLC. The AI Promissory Note may be paid with up to 24,532,449 shares of our Class A common stock was $3.73 per share. Because Common Stock (the sales of the shares offered hereby will be made directly into the market“AI Payment Shares”), subject to certain requirements and limitations, the prices at issuance of which we sell these shares will vary and these variations may be significantare registered. The offering price per share in this offering may exceed We have registered the net tangible book value per share issuance of up to $25,000,000 of our Class A common stock outstanding prior to this Common Stock (the “ATM Common Stock”) in an “at the market equity offering, ” as defined in which case investors will incur immediate and substantial dilution. Purchasers Rule 415 promulgated under the Securities Act of the shares we sell1933, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they investedamended. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations issued in the Sales Agreement entered into by us with Cantor offering will vary depending on the sales prices when, and compliance with applicable lawif, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice from time to time. Any issuances of Note Conversion Shares, AI Payment Shares or ATM Common Stock will fluctuate based on dilute the market price percentage ownership of stockholders and may dilute the per share projected earnings (if any) or book value of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stockCommon Stock. Sales of a substantial number of such shares in the public marketsmarket or other issuances of shares of our Common Stock, or the perception that such these sales or issuances could occur, could depress cause the market price of our Class A common stock Common Stock to decline and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not may make it more difficult for you to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for your shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor at a time and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible price that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockyou deem appropriate.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should consider carefully the risks and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent Quarterly Reports Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below entitled “Cautionary Special Note Regarding Forward-Forward- Looking Statements.” Additional Risks Related To to This Offering and Our Class A Common Stock We Management will have broad discretion in as to the use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. Our management may invest or spend use the net proceeds in ways with which you do not agree and in ways for corporate purposes that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as improve our existing cash, and you will be relying on the judgment of our management regarding such applicationfinancial condition or market value. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significantdilution. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering. Assuming that 22,590,361 shares of our common stock are sold in this offering, in which case investors will incur immediate and substantial dilution. Purchasers based on an assumed sale price of $3.32 per share, the shares we selllast sale price of a share of our common stock on the Nasdaq Global Select Market on July 13, as well as our existing stockholders2020, you will experience significant dilution if we sell shares at prices significantly below immediate dilution, representing the difference between the price at which they investedyou pay and our as adjusted net tangible book value per share as of March 31, 2020, after giving effect to this offering, of $0.62 per share. To the extent any The exercise of outstanding stock options or warrants are exercised or restricted stock units are settled, there will be may result in further dilution to new investorsof your investment. For a further description of the dilution that you may experience immediately after this offering, see See the section titled “Dilution.” below for a more detailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The actual number price per share at which we sell additional shares of shares we will issue our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future. It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement, at any one time or in total, is uncertainsales agreement. Subject to certain limitations in the Sales Agreement entered into by us with Cantor sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx Xxxxxxxxxx & Co., or Xxxxxx Xxxxxxxxxx, at any time throughout the term of the Controlled Equity OfferingSM Sales Agreement, or sales agreement. The number of shares that are sold by through Xxxxxx Xxxxxxxxxx after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, any limits we may set with CantorXxxxxx Xxxxxxxxxx in any applicable placement notice and the demand for our common stock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate based on the market price of our Class A common stock during the sales periodover time, it is not currently possible at this stage to predict the number aggregate proceeds to be raised in connection with sales under the sales agreement. Sales of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement noticenotice delivered to Cantor Xxxxxxxxxx, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should carefully consider carefully the risks and uncertainties described below and those discussed under the heading Section captioned “Risk Factors” contained in our most recent Annual Report on Form 10-KK for the fiscal year ended December 31, and in 2016, as updated by our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with under the SECExchange Act, which are incorporated by reference into in this prospectus in their entiretysupplement and the accompanying prospectus, together with other information in this prospectus supplement, the accompanying prospectus, the information and documents incorporated by reference herein and therein therein, and in any free writing prospectus that we may authorize have authorized for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To to This Offering and Our Class A Common Stock We Management will have broad discretion in as to the use of the net proceeds from this offering offering, and we may invest or spend not use the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmenteffectively. Our management will have broad discretion in with respect to the application use of the net proceeds from of this offering, including for any of the purposes described in the section titled of this prospectus supplement entitled “Use of Proceeds,.” as well as our existing cash, and you You will be relying on the judgment of our management regarding such applicationthe application of the proceeds of this offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could harm our business, delay the development of our product candidates and cause the price of our common stock to decline. You will not have experience immediate dilution in the opportunity, as part book value per share of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock purchased in the offering. The shares sold in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stockif any, your ownership interest will be diluted sold from time to time at various prices. However, we expect that the extent the offering price per share you pay in this offering is of our common stock will be substantially higher than the net tangible book value per share of our Class A outstanding common stock immediately after this offeringstock. Our net tangible book value Assuming that an aggregate of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of 4,232,804 shares of our Class A common stock outstanding as are sold at an offering price of March 31, 2024. On May 8, 2024$9.45 per share, the last reported sale price of our Class A common stock was on The Nasdaq Capital Market on December 28, 2017, for aggregate proceeds of approximately $3.73 per share. Because the sales 40,000,000, and after deducting commissions and estimated offering expenses payable by us you will experience immediate dilution of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price $7.69 per share in this offering may exceed representing the difference between the pro forma as adjusted net tangible book value of $1.76 per share of our Class A common stock outstanding prior as of September 30, 2017 after giving effect to this offering, offering and the assumed offering price. The exercise of outstanding stock options and warrants may result in which case investors further dilution of your investment. See section titled “Dilution” below for a more detailed discussion of the dilution you will incur immediate and substantial dilutionif you purchase shares in this offering. Purchasers Issuances of the shares we sellof common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as our existing stockholdersthe exercise of options and warrants outstanding, will experience significant dilution if we sell shares at prices significantly below dilute your ownership interests and may adversely affect the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the future market price of our Class A common stock during stock. As a development stage company we will need additional capital to fund the sales period development and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price commercialization of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment resultsproduct candidates. We will have discretionmay seek additional capital through a combination of private and public equity offerings, subject debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales pricebe diluted. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history significant number of net losses options and we believe that we will continue warrants to incur operating and net losses each quarter until at least the time we begin generating significant revenues from purchase shares or our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at allcommon stock outstanding. If we cannot raise additional funds when neededthese securities are exercised, our financial condition, results of operations, business and prospects could be materially and adversely affectedyou may incur further dilution. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In additionMoreover, to the extent that we raise funds through the sale of issue additional equity securitiesoptions or warrants to purchase, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable futureor securities convertible into or exchangeable for, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend onthose options, among warrants or other thingssecurities are exercised, our results of operationsconverted or exchanged, financial condition, cash requirements, contractual restrictions and other factors that our board of directors shareholders may deem relevantexperience further dilution. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant substantial number of shares of Class A common stock may be sold in the public marketsmarket following this offering, or the perception that such sales could occur, could which may depress the market price of for our Class A common stock. Sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales market following this offering could occur, could depress cause the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securitiesdecline. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination substantial majority of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional outstanding shares of our Class A common stock in are, and the public markets. We cannot predict the effect that future sales shares of our Class A common stock would have on sold in this offering upon issuance will be, freely tradable without restriction or further registration under the market price Securities Act of our Class A common stock1933, as amended.

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether to invest in our Class A common stockYou should carefully consider the risks, you should consider carefully the risks uncertainties and uncertainties other factors described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, as supplemented and in our updated by subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings Q and Current Reports on Form 8-K that we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus in their entiretyprospectus, together with including the risk factors and other information contained in this prospectus, the documents or incorporated by reference herein and therein and any free writing into this prospectus that we may authorize for use before investing in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our securities. Our business, financial condition, results of operations operations, cash flows or cash flow prospects could be seriously harmedmaterially adversely affected by any of these risks. This could cause The risks and uncertainties described in the trading price of our Class A common stock documents incorporated by reference herein are not the only risks and uncertainties that we may face. Risks Relating to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock and this Offering We have broad discretion in as to the use of the net proceeds from this offering and may invest or spend not use the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmenteffectively. Our management will have retain broad discretion in as to the application allocation of the net proceeds from this offering, including for any of the purposes described and may spend these proceeds in the section titled “Use of Proceeds,” as well as our existing cash, and ways in which you will be relying on the judgment may not agree. The failure of our management regarding such application. You will not have the opportunityto apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, as part each of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause the price of our common stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase shares of our Class A common stock in this offering, you may will incur immediate and substantial dilution in the net tangible book value of your sharesdilution. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the The price per share you pay in this offering is of common stock being offered may be higher than the net tangible book value per share of our Class A outstanding common stock. Assuming that an aggregate of 36,363,636 shares of common stock immediately after this offering. Our net tangible book value are sold at a price of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 8.25 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of shares of our Class A common stock was on the NYSE on August 3, 2022, for aggregate gross proceeds of $3.73 300,000,000, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering would incur immediate dilution of $5.05 per share. Because the sales of the shares offered hereby will be made directly into the marketIn addition, the prices at which we sell these shares will vary and these variations you may be significant. The offering price per share in also experience additional dilution after this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they investedon any future equity issuances. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settledwe issue equity securities, there our stockholders will be further dilution to new investorsexperience substantial additional dilution. For a further description of the dilution that you may experience immediately after this offering, see the section titled See “Dilution.” for additional information. The actual number of shares of common stock we will issue under the Sales Distribution Agency Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Distribution Agency Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx the Agents at any time throughout the term of the Sales Distribution Agency Agreement. The number of shares of common stock that are sold by Xxxxxx an Agent after delivering our delivery of a placement notice to such Agent will fluctuate based depend on the market price of our Class A the shares of common stock during the sales period and limits we set with Cantorthe Agents. Because the price per share of each share sold will fluctuate based on the market price of shares of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares of common stock that will or may be ultimately issued or the resulting gross proceedsissued. The Class A shares of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares of common stock sold, and there is no minimum or maximum per share sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares of common stock as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree number of riskvery significant risks. Before deciding whether to invest in our Class A common stock, you You should carefully consider carefully the following risks and uncertainties described below and discussed under the heading “Risk Factors” in addition to other information contained in our most recent Annual Report on Form 10-Kor incorporated by reference in this prospectus supplement, and the accompanying prospectus including information incorporated in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein evaluating our company and therein and any free writing prospectus that we may authorize for use in connection with this offeringour business before making an investment decision about our company. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, Our business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past operating results and financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow condition could be seriously harmedharmed as a result of the occurrence of any of the following risks. This You could cause the trading price of our Class A common stock to decline, resulting in a loss of lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” investment due to any of these risks Risks Related To to This Offering and Our Class A Common Stock We have broad discretion in It is not possible to predict the use of the net aggregate proceeds resulting from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx through the Sales Agent, if any, after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, the limits we set with Cantorthe Sales Agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not currently possible at this stage to predict the number of shares that will aggregate proceeds to be ultimately issued or the resulting gross proceedsraised in connection with those sales. The Class A common stock offered hereby will be sold in “"at the market offerings,” " and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers number of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement noticedirectors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all Management will have broad discretion as to the use of the shares offered herebyproceeds from this offering, and we may continue not use the proceeds effectively. Our management will have broad discretion as to seek external sources the use of financing the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to fund operations the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for our company. You may experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our common stock outstanding prior to this offering. Assuming that an aggregate of 20,940,215 shares of our common stock are sold during the term of the Sales Agreement at a price of $0.9551 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on March 24, 2022, for aggregate gross proceeds of approximately $20,000,000, after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of approximately $0.74 per share, representing the difference between our pro forma net tangible book value per share as of December 31, 2021 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and warrants may result in further dilution of your investment. See the section entitled "Dilution" below for a more detailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Risks Related to Our Business Because we have a limited operating history, we may have difficulty realizing consistent and meaningful revenues and achieving profitability. We were incorporated on June 6, 2011, and we began producing and distributing alkaline bottled water in 2013. Since we have a limited operating history, our ability to successfully develop our products and to realize consistent and meaningful revenues and to achieve profitability has not been established and cannot be assured. For us to realize consistent, meaningful revenues and to achieve profitability, our products must receive broad market acceptance by consumers. Without this market acceptance, we will not be able to generate sufficient revenue to continue our business operation. If our products are not widely accepted by the market, our business may fail. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses, and compete successfully with our direct and indirect competitors. We anticipate operating losses in upcoming future periods. This will occur because there are expenses associated with the development, production, marketing, and sales of our products. Our financial statements are prepared using generally accepted accounting principles in the United States applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs. As of December 31, 2021, we had an accumulated deficit of $98,471,352. Our ability to continue as a history going concern is dependent on our company obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations. Our disclosure controls and procedures and internal control over financial reporting are not effective, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Our management evaluated our disclosure controls and procedures as of net losses December 31, 2021 and concluded that as of that date, our disclosure controls and procedures were not effective. In addition, our management evaluated our internal control over financial reporting as of March 31, 2021 and concluded that that there were material weaknesses in our internal control over financial reporting as of that date and that our internal control over financial reporting was not effective as of that date. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. We have not yet remediated these material weaknesses and we believe that we will our disclosure controls and procedures and internal control over financial reporting continue to incur operating be ineffective. Until these issues are corrected, our ability to report financial results or other information required to be disclosed on a timely and net losses each quarter until at least accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in additional misinformation being disseminated to the time we begin generating significant revenues from our planned lines of businesspublic. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we Investors relying upon this misinformation may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional marketsmake an uninformed investment decision. We may raise will need additional funds through the issuance of equityto continue producing, equity-related or debt securitiesmarketing, or through obtaining credit from financial institutionsand distributing our products. We cannot be certain that will have to spend additional funds will be available on favorable terms when requiredto continue producing, or at allmarketing and distributing our products. If we cannot raise sufficient capital, we may have to cease operations. We will need additional funds when neededto continue to produce our products for distribution to our target market. We will have to continue to spend substantial funds on distribution, marketing and sales efforts before we will know if we have commercially viable and marketable/sellable products. There is no guarantee that sufficient sale levels will be achieved. There is no guarantee that the expenditure of money on distribution and marketing efforts will translate into sufficient sales to cover our financial conditionexpenses and result in profits. Consequently, results there is a risk that you may lose all of operationsyour investment. Our development, business marketing, and prospects could be materially sales activities are limited by our size. Because of our relative size, we must limit our product development, marketing, and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, sales activities to the extent amount of capital we raise funds through the sale of additional equity securitiesraise. As such, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you we may not receive any return on investment unless you sell shares of be able to complete our Class A common stock for production and business development program in a price greater than manner that which you paid for itis as thorough as we would like. We may retain future earnings, if any, for future operations, not ever generate sufficient revenues to cover our operating and expansion costs. Changes in the non-alcoholic beverage business environment and debt repayment and have no current plans to pay any cash dividends for the foreseeable futureretail landscape could adversely impact our financial results. Any decision to declare and pay dividends The non-alcoholic beverage business environment is rapidly evolving as a public company in the future will be made at the discretion of our board of directors and will depend onresult of, among other things, our results of operationschanges in consumer preferences, financial condition, cash requirements, contractual restrictions including changes based on health and other factors that our board of directors may deem relevantnutrition considerations and obesity concerns; shifting consumer tastes and needs; changes in consumer lifestyles; and competitive product and pricing pressures. In addition, our ability to pay dividends may be limited by covenants of any existing the non-alcoholic beverage retail landscape is very dynamic and future outstanding indebtedness we or our subsidiaries incur. As a resultconstantly evolving, you may not receive any return on an investment only in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public emerging and developing markets, or the perception that such sales could occurwhere modern trade is growing at a faster pace than traditional trade outlets, could depress the market price of our Class A common stock. Sales of a substantial number of shares but also in the public developed markets, or where discounters and value stores, as well as the perception that such sales could occurvolume of transactions through e-commerce, could depress the market price of our Class A common stock and impair our ability are growing at a rapid pace. If we are unable to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior successfully adapt to the delivery rapidly changing environment and retail landscape, our share of any placement notice delivered by us to Cantor sales, volume growth and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we overall financial results could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockbe negatively affected.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether Prior to invest making a decision about investing in our Class A common stock, you should carefully consider carefully the risks and uncertainties risk factors described below and the risk factors discussed under in the heading sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent most recent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent and our other filings with the SEC, which are SEC and incorporated by reference into in this prospectus in their entiretysupplement, together with all of the other information contained in this prospectus supplement and the accompanying prospectus. Additional risks and uncertainties not presently known to us, the documents incorporated by reference herein and therein and any free writing prospectus or that we currently view as immaterial, may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, also impair our business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these the risks or uncertainties described in our SEC filings or this prospectus supplement and the accompanying prospectus or any additional risks and uncertainties actually occursoccur, our business, financial condition, condition and results of operations or cash flow could be seriously harmedmaterially and adversely affected. This could cause In that case, the trading price of our Class A common stock to decline, resulting in a loss of could decline and you might lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering offering, you may not agree with how we use the proceeds, and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentbe invested successfully. Our management will have broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor us. If you purchase our Class A common stock in this offering, you You may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A the common stock immediately after this you purchase in the offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our Class A common stock outstanding prior to this offering. Assuming that an aggregate of 28,935,185 shares of our common stock are sold at a price of $0.864 per share, in which case investors the last reported sale price of our common stock on the Nasdaq Capital Market on January 20, 2021 for aggregate gross proceeds of $25,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will incur experience immediate and substantial dilution. Purchasers dilution of $0.53 per share, representing the shares we selldifference between our pro forma net tangible book value per share, as well adjusted, as our existing stockholdersof September 30, will experience significant dilution if we sell shares at prices significantly below 2020 after giving effect to this offering and the price at which they investedassumed offering price. To the extent any The exercise of outstanding stock options or warrants are exercised or restricted stock units are settled, there will be could result in further dilution to new investorsof your investment. For See the section below entitled “Dilution” for a further description more detailed illustration of the dilution that you would incur if you participate in this offering. You may experience immediately after future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, see and investors purchasing shares or other securities in the section titled “Dilution.” future could have rights superior to existing stockholders. The actual price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering. Sales of a substantial number of our shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations of common stock in the Sales Agreement entered into by us with Cantor public markets, or the perception that such sales could occur, could cause our stock price to fall. We may issue and compliance with applicable lawsell additional shares of commons stock in the public markets, we have the discretion to deliver including during this offering. As a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The result, a substantial number of our shares of common stock may be sold in the public market. Sales of a substantial number of our shares of common stock in the public markets, including during this offering, or the perception that are sold by Xxxxxx after delivering a placement notice will fluctuate based on such sales could occur, could depress the market price of our Class A common stock during and impair our ability to raise capital through the sales period and limits we set with Cantorsale of additional equity securities. Because we do not currently intend to declare cash dividends on our shares of common stock in the price per share foreseeable future, stockholders must rely on appreciation of each share sold will fluctuate based on the market price value of our Class A common stock during for any return on their investment. We have never paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. We currently intend to retain all of our future earnings, if any, to finance the operation, development and growth of our business. Furthermore, any future debt agreements may also preclude us from paying or place restrictions on our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain with respect to your investment for the foreseeable future. The exercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price. The exercise of our outstanding options and warrants may adversely affect our stock price due to sales period, it is not possible at this stage to predict the of a large number of shares that will be ultimately issued or the resulting gross proceedsperception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of our securities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options and warrants or any future issuance of additional shares of common stock or other equity securities, including but not limited to options, warrants, restricted stock units or other derivative securities convertible into our common stock, may result in significant dilution to our stockholders and may decrease our stock price. The Class A common stock offered hereby will be sold in an “at the market offerings,” offering”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all The actual number of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares issue under the Sales Agreement, we may need at any one time or in total, is uncertain. Subject to raise additional capital certain limitations in the future Sales Agreement and compliance with applicable law, we have the discretion to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, deliver a sales notice to the extent we raise funds through Distribution Agent at any time throughout the sale term of additional equity securities, our stockholders would experience additional dilutionthe Sales Agreement. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant The number of shares of Class A common stock in that are sold by the public markets, or the perception that such Distribution Agent after delivering a sales could occur, could depress notice will fluctuate based on the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the sales period beginning on and limits we set with Maxim. Because the fifth trading day immediately prior to the delivery price per share of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares each share sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have will fluctuate based on the market price of our Class A common stockstock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should carefully consider carefully the risks and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-KK and all of the other information contained in this prospectus supplement and the accompanying prospectus, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, including our financial statements and related notes, before investing in our common stock. If any of the documents incorporated by reference herein possible events described below or in those sections actually occur, our business, business prospects, cash flow, results of operations or financial condition could be harmed, the trading price of our common stock could decline, and therein you might lose all or part of your investment in our common stock. Additional risks and any free writing prospectus uncertainties not presently known to us or that we currently deem immaterial may authorize for use also impair our operations and results. Risks Relating to this Offering and our Common Stock Resales of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to decline. We may issue common stock from time to time in connection with this offering. The risks described This issuance from time to time of these new shares of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that resales could have material adverse effects on the effect of depressing the market price for our future resultscommon stock. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and may invest or spend might not apply the proceeds in ways with which you do not agree and in ways that may not yield a return on enhance our operating results or increase the value of your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,.” We intend to use the net proceeds, if any, from this offering to acquire complementary businesses, acquire or license products or technologies that are complementary to our own, although we have no current plans, commitments or agreements with respect to any such use of proceeds for acquisitions or licenses as well as our existing cashof the date of this prospectus supplement, and for working capital and general corporate purposes. As a result, you will be relying on upon management’s judgment with only limited information about our specific intentions for the judgment use of our management regarding such applicationthe balance of the net proceeds of this offering. You will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds are being used effectivelyappropriately. Our management might not apply the our net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even If you purchase shares of common stock in this offering, you may experience immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities in future financing transactions. The price per share of our common stock being offered may be higher than the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that we sell all an aggregate of $20.0 million of our shares of common stock in this offering at an assumed public offering price of $4.87 per share, the closing sale price of our common stock on the Nasdaq Capital Market on December 27, 2021, and after deducting commissions and estimated aggregate offering expenses payable by us, our pro forma net tangible book value as of September 30, 2021, as adjusted, would have been $33,092,234, or $1.48 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.71 per share of our common stock to existing stockholders and an immediate dilution in net tangible book value of $3.39 per share of our common stock to new investors purchasing shares of common stock in this offering. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you purchase common stock in this offering. If we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock, our stockholders, including investors who purchase shares offered herebyof common stock in this offering, we may continue to seek external sources experience additional dilution, and any such issuances may result in downward pressure on the price of financing to fund operations in the futureour common stock. We have a history of net losses and we believe also cannot assure you that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are be able to successfully launch sell shares or other securities in any future offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Maxim at any time throughout the term of the Sales Agreement. The number of shares that are sold through Maxim after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Xxxxxx UAM or Xxxxxx Direct lines common stock during the sales period, the limits we set with Maxim in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of businesseach share sold will fluctuate during the sales period, there it is not possible to predict the aggregate proceeds to be raised in connection with those sales. There can be no assurance that such lines of business we will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up able to a maximum of $70,000,000 through the issuance of sell any shares under or fully utilize the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional marketsAgreement as a source of financing. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash have never paid dividends on our Class A common capital stock for and we do not anticipate paying any dividends in the foreseeable future, you may . We have not receive paid dividends on any return on investment unless you sell shares of our Class A common classes of capital stock for a price greater than that which you paid for it. We may to date and we currently intend to retain our future earnings, if any, for future operations, expansion to fund the development and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion growth of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incurbusiness. As a result, you may not receive any return on an investment in capital appreciation, if any, of our Class A common stock unless you sell will be your shares sole source of our Class A common stock gain for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockforeseeable future.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of risk. Before deciding whether Prior to invest making a decision about investing in our Class A common stocksecurities, you should carefully consider carefully the following risks and uncertainties described below and uncertainties, as well as those discussed under the heading caption “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are documents incorporated by reference into herein. If any of the risks described in this prospectus in their entirety, together with other information in this prospectus, or the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occursoccur, our business, prospects, financial condition, condition or operating results of operations or cash flow could be seriously harmed. This could cause In that case, the trading price of our Class A common stock to securities could decline, resulting in a loss of and you may lose all or part of your investment. See Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations and our liquidity. You should also refer to the other information contained in this prospectus or incorporated by reference herein, including our financial statements and the related notes thereto and the information set forth under the heading “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A Common Stock We Management will have broad discretion in as to the use of the net proceeds from this offering offering, and we may invest or spend not use the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmenteffectively. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, offering and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether could spend the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest improve our results of operations or apply enhance the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as stock. For example, management could invest the proceeds in assets or capital projects that do not produce attractive returns or to make acquisitions of March 31businesses that do not prove to be attractive or otherwise are unsuccessful. Conversely, 2024 was approximately $378.8 millionmanagement may not be able to identify and complete prospects, investments or $1.33 per shareacquisitions. Net tangible book value per share Our failure to apply these funds effectively could have a material adverse effect on our business, financial condition and results of our Class A common stock is total tangible assets less our total liabilities divided by operations and cause the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per shareto decline. Because the sales of the shares The Class A common stock offered hereby will be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares under this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share sales made directly into the market, at prices lower than the prices at which we sell these shares will vary and these variations may be significantthey paid. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares of Class A common stock we will issue under the Sales AgreementAgreement and the gross proceeds resulting from those sales, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement sales notice to Xxxxxx Xxxxxxxxxx at any time throughout the term of the Sales Agreement. The number of shares of Class A common stock that are sold by Xxxxxx Xxxxxxxxxx after delivering a placement sales notice will fluctuate based on the market price of our the Class A common stock during the sales period and limits we set with CantorXxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares us under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, Agreement or the perception that such sales could occur, could depress the market price of our Class A common stockgross proceeds to be raised in connection with those sales. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the The market price of our Class A common stock may be adversely affected by the future issuance and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock, including pursuant to the Sales Agreement, or by our announcement that such issuances and sales may occur. Our capital stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price currently outstanding consists of our Class A common stock., Class B common stock, Series A preferred stock, Series B preferred stock, Series m preferred stock, Series m-2 preferred stock and Series S preferred stock. Each share of Super Voting Preferred Stock (as defined below) is convertible at the option of the holder at any time into shares of Class B common stock at the then-applicable conversion rate. Each share of Ordinary Preferred Stock (as defined below) is convertible at the option of the holder at any time into shares of Class A common stock at the then-applicable conversion rate. In addition, the applicable conversion rates for certain of our preferred stock and/or warrants may be adjusted based on sales of Class A common stock in this offering based on applicable anti-dilution provisions, which may lead to the issuance of additional shares of Class A common stock. Holders of Class A common stock, Class B common stock, the Super Voting Preferred Stock and the Ordinary Preferred Stock vote together as a single class. Each holder of preferred stock is entitled to the number of votes equal to the number of votes for each such share of common stock into which such preferred stock could then be converted. Fractional votes upon conversion will be disregarded. Each share of Class A common stock was entitled to one

RISK FACTORS. Investing in our Class A common stock securities may be speculative and involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should carefully consider carefully the risks and uncertainties described risk factor below and discussed under the heading “Risk Factors” contained in those that are incorporated by reference from our most recent Annual Report on Form 10-K, K and in our any subsequent Quarterly Reports on Form 10-QQ or Current Reports on Form 8-K we file after the date of this prospectus supplement, as well as any amendments thereto reflected in subsequent filings with the SEC, which are and all other information contained or incorporated by reference into this prospectus in their entiretysupplement, together with other information in this the accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we prospectus, as updated by our subsequent filings under the Exchange Act. Additional risks and uncertainties not presently known to us or not presently deemed material by us may authorize for use in connection with this offeringalso impair our operations and performance. The risks described in these documents are not Each of the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other risk factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, materially adversely affect our business, financial condition, condition and results of operations or cash flow could be seriously harmedoperations. This could cause In such case, our NAV and the trading price of our Class A common stock to securities could decline, resulting in a loss of and you may lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock We have broad discretion in the use of the If we sell common stock at a discount to our net proceeds from this offering and may invest or spend the proceeds in ways with which you asset value per share, stockholders who do not agree and participate in ways such sale will experience immediate dilution in an amount that may not yield a return on your investmentbe material. Our management will have broad discretion in the application The issuance or sale by us of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment shares of our management regarding such application. You will not have the opportunitycommon stock at a price per share, as part after offering expenses and commission, that is a discount to net asset value poses a risk of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return dilution to our stockholders. If you In particular, stockholders who do not purchase our Class A common stock additional shares at or below the discounted price in this offering, you may incur proportion to their current ownership will experience an immediate and substantial dilution decrease in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book asset value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, (as well as in the aggregate net asset value of their shares if they do not participate at all). These stockholders will also experience a disproportionately greater decrease in their participation in our existing stockholdersearnings and assets and their voting power than the increase we experience in our assets, will experience significant dilution if we sell shares at prices significantly below potential earning power and voting interests from such issuance or sale. In addition, such sales may adversely affect the price at which they invested. To the extent any outstanding our common stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investorstrades. For a further description additional information about possible sales below NAV per share, see “Sales of Common Stock Below Net Asset Value” beginning on page S-16 of this prospectus supplement and on page 40 of the dilution that you may experience immediately after this offering, see the section titled “Dilutionaccompanying prospectus.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether Prior to invest making a decision about investing in our Class A common stock, you should carefully consider carefully the risks and uncertainties risk factors described below and the risk factors discussed under in the heading sections entitled “Risk Factors” contained in our most recent Annual Transition Report on Form 10-KKT, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent other filings with the SEC, which are SEC and incorporated by reference into in this prospectus in their entiretysupplement, together with all of the other information contained in this prospectusprospectus supplement. Additional risks and uncertainties not presently known to us, the documents incorporated by reference herein and therein and any free writing prospectus or that we currently view as immaterial, may authorize for use in connection with this offeringalso impair our business. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our Our business, financial condition, condition and results of operations or cash flow could be seriously harmedmaterially and adversely affected as a result of these risks. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A Common Stock We will have broad discretion in the use of the net proceeds from this offering and and, despite our efforts, we may invest or spend use the net proceeds in ways with which you do a manner that does not agree and in ways that may not yield a return on increase the value of your investment. We currently intend to use the net proceeds from this offering for working capital and general corporate purposes, which includes, without limitation, clinical studies required to gain regulatory approvals, implementation of adequate systems and controls to allow for regulatory approvals, further development of our product candidates, investing in or acquiring companies that are synergistic with or complimentary to our technologies, licensing activities related to our current and future product candidates and working capital, the development of emerging technologies, investing in or acquiring companies that are developing emerging technologies, licensing activities, or the acquisition of other businesses. However, we have not determined the specific allocation of the net proceeds among these potential uses. Our management will have broad discretion in over the application use and investment of the net proceeds from this offering, including for any of the purposes described and, accordingly, investors in the section titled “Use of Proceeds,” as well as our existing cash, and you this offering will be relying on need to rely upon the judgment of our management regarding such applicationwith respect to the use of proceeds, with only limited information concerning our specific intentions. You will not have the opportunity, as part of your investment decision, to assess whether the These proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash could be applied in ways that ultimately do not improve our operating results or increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we You may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A the common stock immediately after this you purchase in the offering. Our net tangible book value of our Class A common stock as of March 31In addition, 2024 was approximately $378.8 millionwe may issue additional equity or convertible debt securities in the future, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significantresult in additional dilution to you. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our Class A common stock outstanding prior as of March 31, 2020. Assuming that an aggregate of 1,830,608 shares of our common stock are sold at a price of $40.97 per share, the last reported sale price of our common stock on Nasdaq on May 13, 2020, for aggregate gross proceeds of approximately $75,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $29.89 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of March 31, 2020 after giving effect to this offering, in which case investors will incur immediate offering and substantial dilutionthe assumed offering price. Purchasers The exercise of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be could result in further dilution to new investorsof your investment. For a further description of the dilution that you may experience immediately after this offering, see See the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver below for a placement notice to Xxxxxx at any time throughout the term more detailed illustration of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares dilution you would incur if you participate in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales priceoffering. In addition, subject to the final determination by our board of directors or any restrictions extent we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to we issue additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A our common stock, warrants or any our then existing stockholders may experience dilution and the new securities may have rights senior to purchase or acquire Class A those of our common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth offered in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market this offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should consider carefully the risks and uncertainties described below and discussed under the heading section captioned “Risk Factors” contained in our most recent Annual Report annual report on Form 10-KK for the year ended December 31, 2020 and in Quarterly Report on Form10-Q for the three months ended March 31, 2021, as updated by our subsequent Quarterly Reports on Form 10-Qfilings under the Exchange Act, as well as any amendments thereto reflected in subsequent filings with the SEC, each of which are is incorporated by reference into in this prospectus supplement in their entirety, together with other information in this prospectusprospectus supplement, and the information and documents incorporated by reference herein and therein in this prospectus supplement, and any free writing prospectus that we may authorize have authorized for use in connection with this offering. The risks described offering before you make a decision to invest in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodscommon stock. If any of these risks the following events actually occursoccur, our business, operating results, prospects or financial condition, results of operations or cash flow condition could be seriously harmedmaterially and adversely affected. This could cause the trading price of our Class A common stock to decline, resulting in a loss of decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business operations. Risks Related To This Relating to this Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and management team may invest or spend the proceeds of this offering in ways with which you do may not agree and or in ways that which may not yield a return on your investmentsignificant return. Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds, if any, from this offering for general corporate purposes, which may include, among other things, working capital, funding our clinical programs and other research and development activities, and capital expenditures. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments, although we have no commitments or agreements to enter into such licenses, acquisitions or investments. See “Use of Proceeds.” Our management will have considerable discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cashproceeds, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply the The net proceeds may be used for corporate purposes that do not increase our operating results or our existing cash in ways that ultimately increase enhance the value of your investmentour common stock. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we You may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur experience immediate and substantial dilution in the net tangible book value per share of your sharesthe common stock you purchase. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the The price per share you pay in this offering is of our common stock being offered may be higher than the net tangible book value per share of our Class A common stock immediately after outstanding prior to this offering. Our net tangible book value Assuming that an aggregate of our Class A common stock as 2,522,704 shares are sold at a price of March 31, 2024 was approximately $378.8 million, or $1.33 19.82 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was on The Nasdaq Global Select Market on May 6, 2021, for aggregate proceeds of $3.73 50.0 million in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will suffer immediate and substantial dilution of $16.71 per share. Because , representing the sales of difference between the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the as adjusted net tangible book value per share of our Class A common stock outstanding prior as of March 31, 2021 after giving effect to this offering, in which case investors will incur immediate offering and substantial dilutionthe assumed offering price of $19.82 per share. Purchasers of See the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly section entitled “Dilution” below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For for a further description more detailed discussion of the dilution that you will incur if you purchase common stock in this offering. You may experience immediately after this offeringfuture dilution as a result of future equity offerings. In order to raise additional capital, see in the section titled “Dilution.” The actual number future we expect to offer additional shares of shares our common stock or other securities convertible into or exchangeable for our common stock. We cannot assure you that we will issue under the Sales Agreement, be able to sell shares or other securities in any other offering at any one time a price per share that is equal to or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because greater than the price per share of each paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share sold will fluctuate based on the market price at which we sell additional shares of our Class A common stock during or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the sales period, it is not possible at price per share in this stage to predict the number of shares that will be ultimately issued or the resulting gross proceedsoffering. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of riskrisks. Before deciding whether In addition to invest other information in our Class A common stockthis prospectus supplement, you should consider carefully the following risks, as well as the risks and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, 2023 as filed with the SEC pursuant to the Exchange Act, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings Q that we file with the SECSEC pursuant to the Exchange Act, which are incorporated by reference into and the other information and data set forth in this prospectus in their entiretysupplement, together with other information in this prospectus, the accompanying prospectus and the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection before making an investment decision with this offeringrespect to our common stock. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator occurrence of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these the following risks actually occurs, could materially and adversely affect our business, financial condition, liquidity, results of operations or operations, prospects and our ability to make cash flow could be seriously harmed. This could cause the trading price dividends to holders of our Class A common stock to declinestock. Some statements in this prospectus supplement, resulting including statements in a loss of all or part of your investmentthe following risk factors, constitute forward-looking statements. See “‘‘Cautionary Note Regarding Forward-Looking Statements.” ’’ in this prospectus supplement. Risks Related To to This Offering The market price and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment trading volume of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your sharesfluctuate significantly. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per The per-share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale trading price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales pricefluctuate. In addition, subject the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the final determination by per-share trading price of our board of directors or any restrictions we common stock declines significantly, investors in our common stock may place in any applicable placement notice, there is no minimum or maximum sales price for shares be unable to be sold in this offering. Investors may experience a decline in the value of resell their shares as a result at or above the purchase price. We cannot provide any assurance that the per-share trading price of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations our common stock will not fluctuate or decline significantly in the future. We have a history Some of net losses the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results or dividends; • changes in our funds from operations or earnings estimates; • publication of research reports about us or the real estate industry; • prevailing interest rates; • the market for similar securities; • changes in market valuations of similar companies; • adverse market reaction to any additional debt we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • speculation in the press or investment community; • the extent of investor interest in our securities; • the general reputation of REITs and we believe that we will continue the attractiveness of our equity securities in comparison to incur operating other equity securities, including securities issued by other real estate-based companies; • our underlying asset value; • investor confidence in the stock and net losses each quarter until at least bond markets, generally; • changes in tax laws; • future equity issuances; • failure to meet earnings estimates; • failure to maintain our REIT status; • changes in valuation of our REIT securities portfolio; • general economic and financial market conditions; • war, terrorist acts and epidemic disease including the time we begin generating significant revenues from COVID-19 pandemic; • our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under debt or preferred equity securities; • our financial condition, results of operations and prospects; and • the Sales Agreement, we may need to raise additional capital realization of any of the other risk factors presented in this prospectus supplement or the accompanying prospectus or in the future to further scale documents incorporated by reference into this prospectus supplement and the accompanying prospectus. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our business management’s attention and expand to additional markets. We may raise additional funds through the issuance of equityresources, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available which could have an adverse effect on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business cash flow and prospects could per-share trading price of our common stock. Market interest rates may have an effect on the value of our common stock. One of the factors that may influence the price of our common stock will be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends dividend yield on our Class A common stock for (as a percentage of the foreseeable future, you may not receive any return on investment unless you sell shares price of our Class common stock) relative to prevailing interest rates. A future increase in prevailing interest rates may lead prospective investors in our common stock to expect a higher dividend yield, and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incurdistribution. As a result, you may not receive any return on an investment in higher market interest rates could cause the market price of our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for itto decrease. Sales of a significant The number of shares of Class A our common stock available for future issuance or sale could adversely affect the per-share trading price of our common stock. Future issuance or sale of substantial numbers of shares of our common stock in the public markets, market or the perception that such issuances or sales might occur could occuradversely affect the per-share trading price of our common stock. The per-share trading price of our common stock may decline significantly upon the sale or registration of additional shares of our common stock. The market value of our common stock could decrease based on our performance and market perception and conditions. The market value of our common stock may be based primarily upon the market’s perception of our growth potential and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlying assets. The market price of our common stock is influenced by the distributions made to holders of our common stock relative to market interest rates. Rising interest rates may lead potential buyers of our common stock to expect a higher distribution rate, which could depress adversely affect the market price of our Class A common stock. Sales In addition, rising interest rates would result in increased expense, thereby adversely affecting cash flow and our ability to service our indebtedness and pay distributions. Investors may experience dilution as a result of this offering and future offerings of common or preferred stock or other equity securities, which may adversely affect the per-share trading price of our common stock. This offering may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our common stock in this offering and the receipt of the expected net proceeds. Our Board of Directors may authorize the issuance of additional authorized but unissued shares of common stock or other securities at any time, including pursuant to equity incentive plans. The actual amount of dilution from this offering, or from any future offering of common or preferred stock or other equity securities, will be based on numerous factors, particularly the use of proceeds and the return generated by such investment, and cannot be determined at this time. The per-share trading price of our common stock could decline as a result of sales of a substantial large number of shares of our common stock in the public marketsmarket pursuant to this offering, or otherwise, or as a result of the perception or expectation that such sales could occur. On April 4, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed2023, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible we entered into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales an Equity Distribution Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.BMO Capital Markets Corp.,

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should consider carefully the risks and uncertainties described below and discussed under the heading section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K, K and in our subsequent Quarterly Reports on Form 10-QQ as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as well as any amendments thereto reflected in subsequent filings with amended, or the SECExchange Act, each of which are is incorporated by reference into in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference herein and therein in this prospectus, and any free writing prospectus that we may authorize have authorized for use in connection with this offering. The risks described offering before you make a decision to invest in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodscommon stock. If any of these risks the following events actually occursoccur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of decline and you may lose all or part of your investment. See The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Cautionary Special Note Regarding Forward-Looking Statements.” Risks Related To This Relating to the Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and management team may invest or spend the proceeds of this offering in ways with which you do may not agree and or in ways that which may not yield a return on your investmentsignificant return. Our management will have broad discretion over the use of proceeds from this offering. The net proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have considerable discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cashproceeds, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply the The net proceeds may be used for corporate purposes that do not increase our operating results or our existing cash in ways that ultimately increase enhance the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholderscommon stock. If you purchase our Class A common stock in this offering, you may will incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay . The shares of common stock sold in this offering is from time to time will be sold at various prices; however, we expect that the per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our Class A common stock immediately after in this offering. Our net tangible , you may pay a price per share that substantially exceeds the book value of our Class A tangible assets after subtracting our liabilities. Assuming that an aggregate of 3,397,508 shares of common stock as are sold at an assumed public offering price of March 31, 2024 was approximately $378.8 million, or $1.33 44.15 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was on the Nasdaq Global Select Market on January 13, 2021, for aggregate gross proceeds of $3.73 150,000,000, and after deducting offering commissions and estimated offering expenses payable by us, you would incur immediate dilution of $38.39 per share. Because , representing the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the difference between our as adjusted net tangible book value per share as of September 30, 2020, and the assumed public offering price per share. Further, the future exercise of any outstanding options to purchase shares of common stock or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will cause you to experience additional dilution. See the section titled "Dilution" for more information. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our Class A common stock outstanding prior to or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our future could have rights superior to existing stockholders, will experience significant dilution if . The price per share at which we sell additional shares at prices significantly below of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after per share paid by investors in this offering, see . It is not possible to predict the section titled “Dilution.” The actual number of shares we will issue sell under the Sales Agreementsales agreement, at any one time or in total, is uncertainthe gross proceeds resulting from those sales. Subject to certain limitations in the Sales Agreement entered into by us with Cantor sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice instruction to Xxxxxx SVB Leerink to sell shares of our common stock at any time throughout the term of the Sales Agreementsales agreement. The number of shares that are sold by Xxxxxx through SVB Leerink after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, the limits we set with CantorSVB Leerink in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales periodthis offering, it is not currently possible at this stage to predict the number of shares that will be ultimately issued sold or the resulting gross proceedsproceeds to be raised in connection with those sales. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement noticedirectors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether to invest in our Class A common stockYou should carefully consider the risks, you should consider carefully the risks uncertainties and uncertainties other factors described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, as supplemented and in our updated by subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings Q and Current Reports on Form 8-K that we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus in their entiretysupplement, together with including the risk factors and other information contained in this prospectus, the documents or incorporated by reference herein and therein and any free writing into this prospectus that we may authorize for use supplement before investing in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our securities. Our business, financial condition, results of operations operations, cash flows or cash flow prospects could be seriously harmedmaterially adversely affected by any of these risks. This could cause The risks and uncertainties described in the trading price of our Class A common stock documents incorporated by reference herein are not the only risks and uncertainties that we may face. Risks Relating to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This Offering and Our Class A Common Stock and this Offering We have broad discretion in as to the use of the net proceeds from this offering and may invest or spend not use the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmenteffectively. Our management will have retain broad discretion in as to the application allocation of the net proceeds from this offering, including for any of the purposes described and may spend these proceeds in the section titled “Use of Proceeds,” as well as our existing cash, and ways in which you will be relying on the judgment may not agree. The failure of our management regarding such application. You will not have the opportunityto apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, as part each of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause the price of our common stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase shares of our Class A common stock in this offering, you may will incur immediate and substantial dilution in the net tangible book value of your sharesdilution. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the The price per share you pay in this offering is of common stock being offered may be higher than the net tangible book value per share of our Class A outstanding common stock. Assuming that an aggregate of 44,117,647 shares of common stock immediately after this offering. Our net tangible book value are sold at a price of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 3.40 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of shares of our Class A common stock was on the NYSE on April 28, 2022, for aggregate gross proceeds of $3.73 150,000,000, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering would incur immediate dilution of $1.87 per share. Because the sales of the shares offered hereby will be made directly into the marketIn addition, the prices at which we sell these shares will vary and these variations you may be significant. The offering price per share in also experience additional dilution after this offering may exceed on any future equity issuances, including the net tangible book value per share issuance of any shares under an employee stock purchase plan that we intend to present to our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers stockholders for approval at our 2022 annual meeting of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settledwe issue equity securities, there our stockholders will be further dilution to new investorsexperience substantial additional dilution. For a further description of the dilution that you may experience immediately after this offering, see the section titled See “Dilution.” for additional information. The actual number of shares of common stock we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx the Agents at any time throughout the term of the Sales Agreement. The number of shares of common stock that are sold by Xxxxxx an Agent after delivering our delivery of a placement notice to such Agent will fluctuate based depend on the market price of our Class A the shares of common stock during the sales period and limits we set with Cantorthe Agents. Because the price per share of each share sold will fluctuate based on the market price of shares of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares of common stock that will or may be ultimately issued or the resulting gross proceedsissued. The Class A shares of common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares of common stock sold, and there is no minimum or maximum per share sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares of common stock as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, For a discussion of the factors you should carefully consider carefully the risks and uncertainties described below and discussed under the heading before deciding to purchase any of our securities, please review “Part I, Item 1A—Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, and in our subsequent Quarterly Reports on Form 10-Q2014, as well as any amendments thereto reflected in subsequent filings filed with the U.S. Securities and Exchange Commission, or SEC, on February 20, 2015 which are is incorporated by reference into in this prospectus supplement and the accompanying prospectus in their entirety, together with the other information contained in this prospectusprospectus supplement, the accompanying prospectus and the documents we have incorporated by reference. The risks and uncertainties described in the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones risks and uncertainties we face, but those . Additional risks and uncertainties not presently known to us or that we consider to be material. There currently deem immaterial may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on also impair our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodsbusiness operations. If any of these those risks actually occurs, our business, financial condition, condition and results of operations or cash flow could be seriously harmedwould suffer. This could cause In that event, the trading market price of our Class A common stock to could decline, resulting in a loss of and you may lose all or part of your investmentinvestment in our common stock. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To to This Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A The common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into under this prospectus supplement and the market, the prices at which we sell these shares will vary and these variations accompanying prospectus may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in under this offering prospectus supplement and the accompanying prospectus at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline declines in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if Management will have broad discretion as to the use of the net proceeds from this offering, and we sell may not use the proceeds effectively. Our management will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our results of operations or the market value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development and approval of our products and cause the price of our common stock to decline. Our stockholders have experienced dilution of their percentage ownership of our stock and may experience additional dilution in the future. On September 3, 2013, TransEnterix Surgical, Inc., a Delaware corporation formerly known as TransEnterix, Inc., or TransEnterix Surgical, and SafeStitch Medical, Inc., a Delaware corporation, or SafeStitch, consummated a merger transaction whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the merger, or the Merger. As consequence of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its name to TransEnterix, Inc. As a result of the Merger, we issued new shares of common stock to certain former TransEnterix Surgical stockholders, representing approximately 65% of the total outstanding voting power of all our stockholders immediately following the closing of the Merger. The issuance of these shares caused existing stockholders at the time of the Merger to experience immediate and significant dilution in their percentage ownership of our outstanding common stock. In addition, the private placement issuance of our Series B Convertible Preferred Stock, par value $0.01 per share, or the Series B Preferred Stock, in September 2013 caused substantial dilution to our stockholders, as each share of Series B Preferred Stock was converted into ten shares of our common stock on December 6, 2013, and our stockholders experienced additional dilution in our April 2014 $56 million common stock public offering. If you purchase the common stock sold in this offering, you will experience immediate dilution as a result of this offering. Because the price per share of our common stock being offered may be higher than net tangible book value per share of our common stock, you will experience dilution to the extent of the difference between the offering price per share of common stock you pay in this offering and the net tangible book value per share of our common stock immediately after this offering. Our net tangible book value as of December 31, 2014, was approximately $25.7 million, or $0.41 per share of common stock. Net tangible book value per share is equal to our total tangible assets minus total liabilities, all divided by the number of shares of common stock outstanding. Because the sales of the shares offered herebyhereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. If you purchase shares of our common stock in this offering you may experience future dilution as a result of future equity offerings or other equity issuances. In order to raise additional capital, we may continue to seek external sources of financing to fund operations in the futurefuture offer and issue additional shares of our common stock or other securities convertible into or exchangeable for our common stock. We have a history of net losses and we believe cannot assure you that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are be able to successfully launch sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Xxxxxx UAM common stock or Xxxxxx Direct lines other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering. In addition, we have a significant number of businessstock options outstanding. To the extent that outstanding stock options have been or may be exercised or other shares issued, there can be no assurance that such lines of business will be financially viableyou may experience further dilution. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales AgreementFurther, we may need choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that you do not consider to be in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares best interests of our Class A common stock for stockholders. Our directors, executive officers, principal stockholders and affiliated entities beneficially owned, in the aggregate, approximately 47% of our outstanding voting securities. As a price greater than that which you paid for it. We may retain future earningsresult, if anysome or all of them acted together, for future operations, expansion and debt repayment and they would have no current plans the ability to pay any cash dividends for exert substantial influence over the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion election of our board of directors and will depend on, among the outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control of the Company that may be favored by other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevantstockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices. In additionconnection with the Merger, we entered into a voting and lock-up agreement with certain of our ability stockholders pursuant to pay dividends may be limited by covenants which such stockholders agreed to vote to approve certain corporate actions following the Merger. In connection with the Merger and the related private placement transaction, stockholders holding an aggregate of any existing and future outstanding indebtedness we or 93% of our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares on the effective date of the Merger, and members of our Class A common stock for Board of Directors, entered into lock-up and voting agreements, each, a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Voting Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to which such notice. We have further persons agreed, subject to certain exceptions set forth in the Sales Agreementexceptions, not to sell sell, transfer or otherwise dispose convey any of any Class A common stock or the Company’s securities convertible into or exchangeable held by them, or, collectively, Covered Securities, for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately one year following the termination Merger closing date. The Voting Agreements provide that such persons may sell, transfer or convey: (i) up to 50% of their respective Covered Securities commencing on September 3, 2014, the one-year anniversary of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.Merger closing date; and

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of risk. Before deciding whether making a decision to invest in our Class A common stocksecurities, in addition to carefully considering the other information contained in this prospectus supplement, in the accompanying prospectus and incorporated by reference herein or therein, you should carefully consider carefully the risks described under the caption “Risk Factors” contained in the accompanying prospectus, and uncertainties described below any related free writing prospectus, and the risks discussed under the heading caption “Risk Factors” contained in our most recent Annual Report annual report on Form 10-K, K and in our subsequent Quarterly Reports most recent quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SECthereto, which are incorporated by reference into this prospectus supplement in their entirety, together with other information in this prospectusprospectus supplement, the documents incorporated by reference herein and therein reference, and any free writing prospectus that we may authorize for use in connection with this a specific offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking StatementsWhere You Can Find More Information” and “Incorporation by Reference.” Risks Related To This to this Offering and Our Class A Common Stock We have broad discretion Investors in the use of the net proceeds from this offering will pay a much higher price than the book value of our common stock and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and therefore you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your sharesinvestment. If you invest in The public offering price of our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay stock in this offering is will be substantially higher than the net tangible book value per common share of our Class A common stock immediately after this offering. Our net tangible book based on the total value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number immediately following this offering. Assuming that an aggregate of 12,886,597 shares of our Class A common stock outstanding as are sold at a price of $9.70 per share pursuant to this prospectus supplement, which was the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2024. On May 82022, 2024, the last reported sale for an aggregate offering price of our Class A common stock was approximately $3.73 125,000,000 in this offering, and after deducting estimated commissions and estimated aggregate offering expenses payable by us, you would experience immediate and substantial dilution of approximately $3.36 per share. Because , representing the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the difference between our adjusted net tangible book value per share as of our Class A common stock outstanding prior December 31, 2021 after giving effect to this offering, in which case investors will incur immediate offering and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investorsassumed public offering price. For a further description of the dilution that you may will experience immediately after this offering, see the section titled “Dilution.” The actual Sales of a substantial number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations of our common stock in the public market could cause our stock price to fall. Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver of a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The substantial number of shares of our common stock in the public market could occur at any time. As of December 31, 2021, we had 49,500,308 shares of our common stock outstanding. If our stockholders sell, or the market perceives that are sold by Xxxxxx after delivering a placement notice will fluctuate based on our stockholders intend to sell, substantial amount of our common stock in the public market, the market price of our Class A common stock during could decline significantly. Shares issued upon the sales period exercise of stock options outstanding under our equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules and limits Rule 144 and Rule 701 under the Securities Act. Moreover, certain holders of our common stock have rights, subject to conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we set with Cantormay file for ourselves or other stockholders. Because Registration of these shares under the price per share Securities Act would result in the shares becoming freely tradeable in the public market, subject to the restrictions of each share sold Rule 144 in the case of our affiliates. If any of these additional shares are sold, or if it is perceived that they will fluctuate based on be sold, in the public market, the market price of our Class A common stock during could decline. Our management team will have broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return. Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways with which our stockholders disagree. Accordingly, investors will need to rely on our management team’s judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described in the section titled “Use of Proceeds.” The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors, including any milestone payments received from any future strategic partnerships and royalties on sales periodof any future approved product. Accordingly, it is we will have broad discretion in using these proceeds. Until the net proceeds are used, they may be placed in investments that do not possible at this stage produce significant income or that may lose. We do not anticipate paying cash dividends and, accordingly, stockholders must rely on share appreciation for any return on their investment. We have never paid any dividends on our capital stock. We currently intend to predict retain our future earnings, if any, to fund the number development and growth of shares our businesses and do not anticipate that we will declare or pay any cash dividends on our capital stock in the foreseeable future. See the section titled “Dividend Policy.” As a result, capital appreciation, if any, of our common stock will be ultimately issued your sole source of gain on your investment for the foreseeable future. Investors seeking cash dividends should not invest in our common stock. Raising additional capital may cause dilution to our stockholders, including purchasers of our common stock in this offering, restrict our operations or require us to relinquish substantial rights. To the resulting gross proceedsextent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing, if available, may involve fixed payment obligations or agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through partnerships, collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, product candidates or future revenue streams, or grant licenses on terms that are not favorable to us. We cannot assure you that we will be able to obtain additional funding if and when necessary. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, scale back or eliminate one or more of our clinical or discovery programs or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demanddemand and the terms of the sales agreement, to vary the timing, prices, prices and numbers number of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should consider carefully the risks and uncertainties described below below. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” contained included in our most recent Annual Report annual report on Form 10-K, and in as revised or supplemented by our subsequent Quarterly Reports most recent quarterly report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings each of which are on file with the SEC, which SEC and are incorporated herein by reference into this prospectus reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be materialfuture. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, business prospects, financial condition, condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below entitled “Cautionary Special Note Regarding Forward-Looking Statements.” Risks Related To to This Offering and Our Class A Common Stock We will have broad discretion in the use of the net proceeds from this offering and may invest or spend not use them effectively. We currently intend to use the net proceeds of this offering for working capital and general corporate purposes, as further described in ways with which you do not agree and in ways that may not yield a return on your investment. Our management the section of this prospectus supplement entitled “Use of Proceeds.” We will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you investors will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part application of your investment decision, to assess whether the proceeds are being used effectivelyof this offering. Our The failure by our management might not to apply the net proceeds or these funds effectively could harm our existing cash in ways that ultimately increase the value business, financial condition and results of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to declineoperations. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of returnterm, interest- bearing instruments. These investments may not yield a favorable return return, or any return, to us or our stockholders. If you purchase our Class A common stock in this offering, you You may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significantdilution. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers Assuming that an aggregate of 1,817,447 shares of our common stock are sold during the term of the shares we sellEquity Distribution Agreement with Xxxxx Xxxxxxx at a price of $12.38 per share, as well as the last reported sale price of our existing stockholderscommon stock on Nasdaq on August 27, 2019, for aggregate gross proceeds of approximately $22.5 million, after deducting commissions and estimated aggregate offering expenses payable by us, you will experience significant immediate dilution if we sell shares at prices significantly below of $8.77 per share, representing the difference between the assumed offering price at which they investedand our as adjusted net tangible book value per share as of June 30, 2019 after giving effect to this offering. To the extent any The exercise of outstanding stock options or warrants are exercised or restricted and vesting of other stock units are settled, there will be awards may result in further dilution to new investorsof your investment. For See the section entitled “Dilution” appearing elsewhere in this prospectus supplement for a further description more detailed illustration of the dilution that you may experience immediately after would incur if you participate in this offering, see the section titled “Dilution.” . The actual number of shares we will issue under the Sales AgreementEquity Distribution Agreement with Xxxxx Xxxxxxx, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Equity Distribution Agreement entered into by us with Cantor Xxxxx Xxxxxxx and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx Xxxxx Xxxxxxx at any time throughout the term of the Sales Equity Distribution Agreement. The number of shares that are sold by Xxxxxx Xxxxx Xxxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A the common stock during the sales period and limits we set with CantorXxxxx Xxxxxxx. Because You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of each our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share sold paid by investors in this offering. We do not intend to pay dividends on our common stock, so any returns will fluctuate based be limited to the value of our common stock. We currently anticipate that we will retain any future earnings to finance the continued development, operation and expansion of our business. As a result, we do not anticipate declaring or paying any cash dividends or other distributions in the foreseeable future. Further, if we were to enter into a credit facility or issue debt securities or preferred stock in the future, we may become contractually restricted from paying dividends. If we do not pay dividends, our common stock may be less valuable because stockholders must rely on sales of their common stock after price appreciation, which may never occur, to realize any gains on their investment. The sale of our common stock in this offering and any future sales of our common stock may depress our stock price and our ability to raise funds in new stock offerings. Sales of our common stock in this offering and the public market following this offering could lower the market price of our common stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our management deems acceptable, or at all. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about Fulgent. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “possible,” “should” and similar words or expressions are intended to identify forward looking statements although not all forward-looking statements contain these identifying words. These forward- looking statements include statements about, among other things: • developments, projections and trends relating to us, our competitors and our industry; • our strategic plans for our business; • our operating performance, including our ability to achieve equal or higher levels of revenue, stabilize the historical fluctuations in our performance and achieve or grow profitability; • the rate and degree of market acceptance and adoption of our tests and genetic testing generally and other anticipated trends in our industry; • our ability to remain competitive, particularly if the genetic testing market continues to expand and competition becomes more acute; • our ability to continue to expand the number of genes covered by our tests and introduce other improvements to our tests; • our continued ability to offer affordable pricing for our tests, in spite of recent price degradation in our industry, and our ability to maintain the low internal costs of our business model and record acceptable margins on our sales; • our ability to strengthen our existing base of hospital and medical institution customers by maintaining or increasing demand from these customers; • our ability to grow and diversify our customer base, including our plans to target new institutional and individual customer groups; • our reliance on a limited number of suppliers and ability to adapt to possible disruptions in their operations; • our use of our sole laboratory facility and ability to adapt in the event it is damaged or rendered inoperable; • the level of success of our efforts to increase our global presence, including strengthening relationships with existing and new international customers and establishing other types of arrangements, including our joint venture in the People’s Republic of China, or PRC, or other international joint venture or distributor relationships we may pursue; • the impact on our business of our recent investments in building and restructuring our sales and marketing strategies and teams, and our plans for future sales and marketing efforts; • advancements in technology by us and our competitors; • our use of technology and ability to prevent security breaches, loss of data and other disruptions; • our ability to effectively manage any growth we may experience, including expanding our infrastructure, developing increased efficiencies in our operations and hiring additional skilled personnel in order to support any such growth; • developments with respect to U.S. and foreign regulations applicable to our business, and our ability to comply with these regulations; • our ability to prevent errors in interpreting the results of our tests so as to avoid product liability and professional liability claims; • our ability to obtain and maintain coverage and adequate reimbursement for our tests and to manage the complexity of billing and collecting such reimbursement; • the state of the U.S. and foreign healthcare markets, including the role of governments in the healthcare industry generally and pressures or incentives to reduce healthcare costs while expanding individual benefits, as well as the impact of general uncertainty in the U.S. healthcare regulatory environment following the results of the 2016 U.S. presidential election; • our ability to attract, retain and motivate key scientific and management personnel; • our expectations regarding our ability to obtain and maintain protection of our trade secrets and other intellectual property rights and not infringe the rights of others; • our expectations regarding our future expense levels and our ability to appropriately forecast and plan our expenses; • our expectations regarding our future capital requirements and our ability to obtain additional capital if and when needed; and • the impact of the above factors and other future events on the market price of our Class A common stock during stock. These forward-looking statements are subject to a number of risks and uncertainties, including, among others under the sales periodheading “Risk Factors” contained in this prospectus, it any related free writing prospectus, and in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Moreover, we operate in a competitive and rapidly evolving industry and new risks emerge from time to time. It is not possible at this stage for us to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, risks we may continue face, nor can we assess the impact of all factors on our business or the extent to seek external sources which any factor or combination of financing factors could cause actual results to fund operations differ from our expectations. In light of these risks and uncertainties, the forward- looking events and circumstances described in the futurethis report may not occur, and actual results could differ materially and adversely from those described in or implied by any forward-looking statements we make. We Although we have a history of net losses based our forward-looking statements on assumptions and expectations we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of businessreasonable, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when neededguarantee future results, our financial conditionlevels of activity, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities performance or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, achievements or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain other future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incurevents. As a result, you forward-looking statements should not be relied on or viewed as predictions of future events, and this report should be read with the understanding that our actual future results, levels of activity, performance and achievements or other future events may not receive be materially different than what we currently expect. The forward-looking statements in this prospectus supplement and accompanying prospectus speak only as of the date of those documents, and except as required by law, we undertake no obligation to update publicly any return on an investment forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our Class A common stock unless you sell your shares expectations. We qualify all of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered forward-looking statements by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockthis cautionary note.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether We urge you to invest in our Class A common stock, you should consider carefully the risks described below, and uncertainties described below in the documents incorporated by reference in this prospectus supplement and discussed the accompanying prospectus, before making an investment decision, including those risks identified under the heading “Item IA. Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, 2020 and in our subsequent Quarterly Reports Report on Form 10-QQ for the quarter ended September 30, as well as any amendments thereto reflected in subsequent filings with the SEC2021, which are incorporated by reference into in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any a future prospectus supplement or free writing prospectus that we may authorize for use from time to time, or incorporated by reference into this prospectus supplement or the accompanying prospectus in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occursoccur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. The issuance and sale from time to time of shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock. Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering offering, you may not agree with how we use the proceeds, and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentbe invested successfully. Our management will have broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor Abeona. If you purchase our Class A common stock in this offering, you You may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A the common stock immediately after this you purchase in the offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our Class A common stock outstanding prior to this offering. Based on an assumed public offering price of $0.91 per share, in which case investors will incur immediate and substantial dilution. Purchasers was the last reported sale price of our common stock on the shares we sellNasdaq Capital Market on November 15, as well as our existing stockholders2021, you will experience significant immediate dilution if we sell shares at prices significantly below of $0.21 per share, representing the price at which they investeddifference between our pro forma as adjusted net tangible book value per share as of September 30, 2021, after giving effect to this offering and the assumed offering price. To the extent any The exercise of outstanding stock options or warrants are exercised or restricted stock units are settled, there will be result in further dilution to new investorsof your investment. For See the section below entitled “Dilution” for a further description more detailed illustration of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold would incur if you participate in this offering. Investors We will require additional capital funding, the receipt of which may experience a decline in impair the value of their shares as a result of share sales made at prices lower than the prices they paidour common stock. Even if we sell all of the shares offered herebyOur future capital requirements depend on many factors, we may including our research, development, sales, and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to seek external sources of financing to fund operations in the futuredevelop our drug candidates. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there There can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available when needed or on favorable terms when requiredsatisfactory to us, or if at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to To the extent we raise funds through the sale of additional capital by issuing equity securities, our stockholders would may experience additional dilutionsubstantial dilution and the new equity securities may have greater rights, preferences, or privileges than our existing common stock. Because there CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus, and the other documents we have filed with the SEC that are no current plans incorporated herein by reference contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “seek,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to pay cash dividends on our Class A common stock for the foreseeable futureidentify forward- looking statements, you may although not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for itall forward-looking statements contain these identifying words. We may retain future earningsnot actually achieve the plans, if anyintentions or expectations disclosed in our forward-looking statements, for future operationsand you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, expansion intentions and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly as set forth and incorporated by reference in the “Risk Factors” section above, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future will acquisitions, mergers, dispositions, joint ventures, collaborations, or investments we may make. You should read this prospectus supplement, the accompanying prospectus, and the documents that we incorporate by reference in this prospectus supplement completely and with the understanding that our actual future results may be made at materially different from what we expect. We do not assume any obligation to update any forward-looking statements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the discretion SEC. USE OF PROCEEDS We intend to use the net proceeds from this offering to fund continued development of pipeline products, as well as for working capital and general corporate purposes. General corporate purposes may include research and development, additions to working capital, capital expenditures, acquisitions and investments in our subsidiaries. The amounts and timing of our board use of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through net proceeds from the sale of additional equity securities. We have agreedsecurities in this offering will depend on a number of factors, without such as the prior written consent timing and progress of Xxxxxxtrials of our clinical and pre-clinical product candidates and our development efforts, the timing and progress of any partnering efforts, technological advances, and subject the competitive environment for our product candidates. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to certain exceptions set forth us from this offering. Accordingly, our management will have broad discretion in the Sales Agreement, not to sell or otherwise dispose timing and application of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such noticethese proceeds. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination Pending application of the Sales Agreement with Cantor. Thereforenet proceeds as described above, it is possible that we could issue may invest the net proceeds of this offering in a variety of capital preservation investments, including but not limited to short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and sell additional shares direct or guaranteed obligations of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockU.S. government.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of risk. Before deciding whether to invest in our Class A common stocksecurities, you should consider carefully the risks described below, together with other information in this prospectus supplement, the accompanying prospectus, the information and documents incorporated by reference. You should also consider the risks, uncertainties described below and assumptions discussed under the heading “Risk Factors” contained included in our most recent Annual Report annual report on Form 10-K, K and in our the subsequent Quarterly Reports quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings Q and other reports that we file with the SEC, Securities and Exchange Commission which are on file with the Securities and Exchange Commission and are incorporated herein by reference into this prospectus in their entiretyreference, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There which may be amended, supplemented or superseded from time to time by other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, reports we file with the Securities and historical trends should not be used to anticipate results or trends Exchange Commission in future periodsthe future. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. Please also read carefully the section below entitled “Cautionary Special Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A our Common Stock We Our stock price is and may continue to be volatile and you may not be able to resell our common stock at or above the price you paid. The market price for our common stock is volatile and may fluctuate significantly in response to a number of factors, many of which we cannot control, such as quarterly fluctuations in financial results, the timing and our ability to advance the development of our product candidates or changes in securities analysts’ recommendations could cause the price of our stock to fluctuate substantially. Each of these factors, among others, could harm your investment in our common stock and could result in your being unable to resell the shares of our common stock that you purchase at a price equal to or above the price you paid. In addition, the stock markets in general, and the markets for biotechnology stocks in particular, have broad discretion in experienced extreme volatility that has at times been unrelated to the use operating performance of the net proceeds from this offering issuer. Between May 13, 2021 and May 13, 2022, the closing sales price of our common stock reported on the Nasdaq Capital Market has ranged between $4.35 and $0.77 per share. These broad market fluctuations may invest adversely affect the trading price or spend liquidity of our common stock. In the proceeds in ways with which you do not agree and in ways past, when the market price of a stock has been volatile, holders of that may not yield a return on your investmentstock have sometimes instituted securities class action litigation against the issuer. Our management will have broad discretion in the application of the net proceeds from this offering, including for If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the purposes described in lawsuit and the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment attention of our management regarding such applicationwould be diverted from the operation of our business. You will not have Resales of our common stock in the opportunitypublic market during this offering by our shareholders may cause the market price of our common stock to fall. We may issue shares of our common stock from time to time in connection with this offering. The issuance from time to time of these new shares of common stock, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value ability to issue new shares of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution could result in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share resales of our Class A common stock immediately after this offeringby our current stockholders concerned about the potential dilution of their holdings. Our net tangible book value of our Class A common stock as of March 31In turn, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we resales could have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term effect of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on depressing the market price of for our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceedsstock. The Class A common stock offered hereby will under this prospectus supplement and the accompanying prospectus may be sold in “at the market in“at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in under this offering prospectus supplement and the accompanying prospectus at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline declines in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if The actual number of shares we sell all will issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Virtu at any time throughout the term of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the futuresales agreement. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance The number of shares under that are sold by Virtu after delivering a sales notice will fluctuate based on the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance market price of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a during the sales period and limits we set with Virtu. Because the price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future per share of each share sold will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return fluctuate based on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will ultimately be issued. You may experience immediate and substantial dilution in the book value per share of the common stock you purchase. The price per share of our common stock being offered may be higher than the current book value per share of our common stock. Sales Therefore, if you purchase shares of a substantial number our common stock in this offering, your interest will be diluted to the extent of shares the difference between the price per share you pay and the net tangible book value per common share. Assuming that the sale of an aggregate amount of $10,000,000 of our common stock in this offering at an assumed offering price of $1.22 per share, which was the public markets, or the perception that such sales could occur, could depress the market last reported sale price of our Class A common stock on The Nasdaq Capital Market on May 13, 2022, and impair based on our ability net tangible book value as of March 31, 2022, if you purchase common stock in this offering you will suffer substantial and immediate dilution of $0.84 per share in the net tangible book value of the common stock. The future exercise of outstanding options and warrants will result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase shares of our common stock in this offering. You may experience significant dilution as a result of future financings and the exercise of outstanding options or warrants. In order to raise capital through the sale of additional equity securities. We have agreedcapital, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth we may in the Sales Agreement, not to sell or otherwise dispose future offer additional shares of any Class A our common stock or other securities convertible into or exchangeable for shares of Class A our common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior including offerings pursuant to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such noticeaccompanying prospectus. We have further agreedcannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, subject to certain exceptions set forth and investors purchasing shares or other securities in the Sales Agreement, not future could have rights superior to existing stockholders. The price per share at which we sell or otherwise dispose additional shares of any Class A our common stock or other securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A our common stock in any other “at future transactions may be higher or lower than the market price per share in this offering” or continuous equity transaction prior to . We will have broad discretion in the sixtieth day immediately following the termination use of the Sales Agreement with Cantornet proceeds from this offering and may allocate the net proceeds from this offering in ways that you and other stockholders may not approve. ThereforeOur management will have broad discretion in the use of the net proceeds, it is possible including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that we could issue and sell additional shares will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure of our Class A common stock in the public markets. We cannot predict the management to use these funds effectively could have a material adverse effect that future sales of on our Class A common stock would have on business and cause the market price of our Class A common stockstock to decline. Pending their ultimate use, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments. These investments may not yield a favorable return to our stockholders. If we sell additional equity or debt securities to fund our operations, it may impose restrictions on our business. In order to raise additional funds to support our operations, we may sell additional equity or debt securities, which may impose restrictive covenants that adversely impact our business. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to expand our operations or otherwise capitalize on our business opportunities due to such restrictions, our business, financial condition and results of operations could be materially adversely affected. Our financial statements have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going concern. In its report dated March 31, 2022, Xxxxxxxx LLP, our independent registered public accounting firm, expressed substantial doubt about our ability to continue as a going concern as we have suffered recurring losses from operations and have insufficient liquidity to fund our future operations. If we are unable to improve our liquidity position, we may not be able to continue as a going concern. The consolidated financial statements included in our Annual Report on Form 10-K did not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment. As of December 31, 2021, we had $11.7 million of cash and cash equivalents. In order to have sufficient cash and cash equivalents to fund our operations in the future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be successful in doing so.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you should consider carefully the risks and uncertainties described below and discussed under the heading sections captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K, and as well as in any of our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SECQ and Current Reports on Form 8-K, which are incorporated by reference into this prospectus herein in their entirety, together with other information in this prospectus, the information and documents incorporated by reference herein in this prospectus, and therein and in any free writing prospectus that we may authorize have authorized for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose part or all of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-Looking Statements.” looking statements included in this prospectus are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements. Risks Related To to This Offering and Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully. Our management will have broad discretion as to the use of the net proceeds from this offering and may invest or spend could use them for purposes other than those contemplated at the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application time of the net proceeds from this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be are relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being will be used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor the Company. If you purchase our Class A Purchasers will experience immediate dilution in the book value per share of the common stock purchased in the offering. The shares sold in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stockif any, your ownership interest will be diluted sold from time to time at various prices. However, we expect that the extent the offering price per share you pay in this offering is of our common stock will be substantially higher than the net tangible book value per share of our Class A outstanding common stock immediately after this offeringstock. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by After giving effect to the number sale of shares of our Class A common stock outstanding as in the aggregate amount of March 31, 2024. On May 8, 2024$50,000,000 at an assumed offering price of $36.00 per share, the last reported sale price of our Class A common stock was on February 7, 2018 on The Nasdaq Capital Market, and after deducting commissions and estimated offering expenses, our as adjusted net tangible book value as of September 30, 2017 would have been approximately $3.73 99.2 million or approximately $9.66 per share. This represents an immediate increase in net tangible book value of approximately $3.93 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $26.34 per share to purchasers of our common stock in this offering. Because the sales of the shares offered hereby under this prospectus will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers Any purchaser of the shares we sell, as well as our any existing stockholdersstockholder, will experience significant dilution if we sell shares at prices significantly below the price at which they the purchaser or existing stockholder invested. To Further, the extent any exercise of outstanding stock options or warrants are exercised or restricted stock units are settled, there will be could result in further dilution to new investors and any additional shares issued in connection with acquisitions will result in dilution to investors. For a further description of the dilution that you may experience immediately after this offeringIn addition, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share could fall as a result of each share sold will fluctuate based on the market price resales of our Class A any of these shares of common stock during the sales period, it is not possible at this stage due to predict the an increased number of shares that will be ultimately issued available for sale in the market. As of September 30, 2017, we had 1,027,321 shares of our common stock issuable upon the exercise of stock options outstanding, of which 331,832 shares were vested as of such date, and 67,260 shares of common stock reserved for future issuance under our 2016 Equity Incentive Plan, or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy 2016 Plan, plus up to an additional 163,288 shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demandoutstanding stock options granted under the Biodel Inc. 2010 Stock Incentive Plan, to vary as amended, or the timing2010 Plan, priceswhich may be issued under the 2016 Plan solely after the forfeiture, and numbers expiration or cancellation of shares sold, and there is no minimum or maximum sales pricesuch stock options. In addition, subject to the final determination by in September 2017, our board of directors adopted the Albireo Pharma, Inc. 2017 Inducement Equity Incentive Plan, or any restrictions the Inducement Plan, without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, pursuant to which we may place grant stock options, stock awards and other stock-based awards for up to a total of 150,000 shares of common stock to new employees of the Company. Also, in any applicable placement noticeJanuary 2018, there is no minimum or maximum sales we issued 2,265,500 shares of our common stock in an underwritten public offering at a public offering price for shares to be sold in this offeringof $33.00 per share. Investors You may experience a decline in the value of their shares future dilution as a result of share sales made at prices lower than the prices they paidfuture equity offerings. Even if we sell all of the shares offered herebyIn order to raise additional capital, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to offer additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or other securities convertible into or exchangeable for our common stock. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A our common stock or other securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A our common stock in any other “at future transactions may be higher or lower than the market price per share in this offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of riskrisk and uncertainty. Before deciding whether In addition to invest the other information included or incorporated by reference in our Class A common stockthis prospectus supplement and the accompanying prospectus, you should carefully consider carefully the risks described below, before making an investment decision with respect to the securities. We expect to update these Risk Factors from time to time in the periodic and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings current reports that we file with the SEC, which are SEC after the date of this prospectus supplement. These updated Risk Factors will be incorporated by reference into in this prospectus supplement and the accompanying prospectus. Please refer to these subsequent reports for additional information relating to the risks associated with investing in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodscommon stock. If any of these such risks and uncertainties actually occurs, our business, financial condition, and results of operations or cash flow could be seriously severely harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of and you could lose all or part of your investment. See “Cautionary Note Regarding ForwardOur actual results could differ materially from those anticipated in the forward-Looking Statements.” looking statements made throughout this prospectus supplement or the documents incorporated by reference into this prospectus supplement and the accompanying prospectus as a result of different factors, including the risks we face described below. Risks Related To This to this Offering and Our Class A Common Stock We have broad discretion Resales of our common stock in the use of the net proceeds from public market by our stockholders during this offering and may invest or spend cause the proceeds market price of our common stock to fall. We may issue common stock from time to time in ways connection with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any . The issuance from time to time of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment these new shares of our management regarding such application. You will not have the opportunitycommon stock, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value ability to issue new shares of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial could result in resales of our common stock by our current stockholders concerned about the potential ownership dilution in of their holdings. In turn, these resales could have the net tangible book value effect of your shares. If you invest in depressing the market price for our Class A common stock, your ownership interest will be diluted . It is not possible to predict the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because aggregate proceeds resulting from sales made under the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertainagreement. Subject to certain limitations in the Sales Agreement entered into by us with Cantor sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx Ladenburg at any time throughout the term of the Sales Agreementsales agreement. The number of shares that are sold by Xxxxxx through Ladenburg after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, any limits we may set with CantorLadenburg in any applicable placement notice and the demand for our common stock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate based on the market price of our Class A common stock during the sales periodover time, it is not currently possible at this stage to predict the number of shares that will aggregate proceeds to be ultimately issued or raised in connection with sales under the resulting gross proceedssales agreement. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, prices and numbers number of shares sold, and there is no minimum or maximum sales pricesold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all There may be future sales or other dilution of our equity, which may adversely affect the shares offered hereby, we may continue to seek external sources market price of financing to fund operations in the futureour common stock. We have a history of net losses and we believe are generally not restricted from issuing additional common stock, including any securities that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM convertible into or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securitiesexchangeable for, or through obtaining credit from financial institutionsthat represent the right to receive, common stock. We cannot be certain The market price of our common stock could decline as a result of sales of common stock or securities that additional funds will be available on favorable terms when requiredare convertible into or exchangeable for, or at all. If we cannot raise additional funds when neededthat represent the right to receive, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, after this offering or the perception that such sales could occur. Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds and the proceeds may not be invested successfully. We have not designated any portion of the net proceeds from this offering to be used for any particular purpose. Accordingly, our management will have broad discretion as to the use of the net proceeds from this offering and could depress use them for purposes other than those contemplated at the market time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for our company. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our product candidates and cause the price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockdecline.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should carefully consider carefully the risks following risk factors and uncertainties described below and the risk factors discussed under the heading “Risk Factors” contained included in our most recent Annual Report annual report on Form 10-K, K and in our the subsequent Quarterly Reports quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings Q and other reports that we file with the SEC, which are incorporated by reference into in this prospectus supplement in their entirety, together with all of the other information contained in this prospectus, prospectus supplement and the documents accompanying prospectus or incorporated by reference herein in this prospectus supplement and therein and the accompanying prospectus. The risks described in any free writing prospectus document incorporated by reference are not the only ones we have, but are considered to be the most material. Additional risks of which we are not presently aware or that we currently believe are immaterial may authorize also harm our business and results of operations. If any of these risks actually occur, our business, financial condition and results of operations would likely suffer. In that case, the market price of the common stock could decline, and you may lose part or all of your investment in our company. Risks Related to this Offering of Our Common Stock Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for use aggregate gross proceeds of up to $4,000,000 from time to time in connection with this offering. The risks described issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in these documents are not the only ones we facethis offering, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator the effect of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause depressing the trading market price of our Class A common stock. You will suffer immediate and substantial dilution in the net tangible book value per share of the common stock that you purchase in this offering. The shares sold in this offering, if any, will be sold from time to declinetime at various prices; however,the assumed public offering price of our common stock is substantially higher than the as-adjusted net tangible book value per share of our common stock. Therefore, resulting investors purchasing shares of our common stock in this offering will pay a loss price per share that substantially exceeds the as-adjusted net tangible book value per share after this offering. Assuming that an aggregate of all or part 2,352,941 shares of our common stock are sold at an assumed public offering price of $1.70 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on November 15, 2021, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will experience immediate dilution of $0.18 per share, representing the difference between the assumed public offering price and our as adjusted net tangible book value per share after giving effect to this offering. The exercise of outstanding options and warrants will result in further dilution of your investment. See “Cautionary Note Regarding Forward-Looking Statements.Dilution” Risks Related To This Offering and for a more detailed discussion of the dilution you would incur if you purchase common stock in this offering. You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be lower than the price per share paid by investors in this offering. Our Class A Common Stock We management will have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentuse them effectively. Our management will have broad discretion in the application of the net proceeds from this offering and our stockholders will not have the opportunity as part of their investment decisions to assess how the net proceeds are being used. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, including for any their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of the purposes described this offering effectively could compromise our ability to pursue our growth strategy and we might not be able to yield a significant return, if any, in the section titled “Use our investment of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such applicationthese net proceeds. You will not have the opportunity, as part of your investment decision, opportunity to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or influence our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the decisions on how to use our net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to declineoffering. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A The common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the sold in “at-the-market” offerings, the prices and investors who buy shares at which we sell these different times will likely pay different prices. Investors who purchase shares will vary and these variations may be significant. The offering price per share in this offering at different times will likely pay different prices, and so may exceed experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the net tangible book timing, prices, and numbers of shares sold. Investors may experience a decline in the value per of their shares as a result of share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares sales made at prices significantly below lower than the price at which prices they investedpaid. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement sales notice to Xxxxxx Xxxxxxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx Xxxxxxxxxx after delivering we deliver a placement sales notice will fluctuate based on the market price of our Class A the common stock during the sales period and limits we set with CantorXxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earningsshares, if any, that will ultimately be issued. An active, liquid and orderly market for future operationsour common stock may not develop. Our common stock trades on the Nasdaq Capital Market. An active trading market for our common stock may never develop or be sustained. If an active market for our common stock does not continue to develop or is not sustained, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends it may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment difficult for investors in our Class A common stock unless you to sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress without depressing the market price of our Class A common stockfor the shares or to sell the shares at all. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the An inactive market price of our Class A common stock and may also impair our ability to raise capital through the sale by selling common stock and may impair our ability to acquire other businesses, applications or technologies using our common stock as consideration, which, in turn, could materially adversely affect our business. The market price of additional equity securities. We have agreed, without the prior written consent of Xxxxxxour stock may be highly volatile, and subject to certain exceptions set forth in the Sales Agreement, you may not be able to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock stock. Companies trading in the public marketsstock market in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. We cannot predict the effect that future sales of our Class A common stock would have on Broad market and industry factors may negatively affect the market price of our Class A stock, regardless of our actual operating performance. The market price of our stock may be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following: · Adverse results or delays in pre-clinical or clinical studies; · Inability to obtain additional funding; · Any delay in filing an Investigational New Drug (“IND”) or biologics license application (“BLA”) for any of our drug candidates and any adverse development or perceived adverse development with respect to the FDA’s review of that IND or BLA; · Failure to develop successfully our drug candidates; · Failure to maintain our existing strategic collaborations or enter into new collaborations; · Failure by us or our licensors and strategic collaboration partners to prosecute, maintain or enforce our intellectual property rights; · Changes in laws or regulations applicable to future products; · Inability to obtain adequate product supply for our drug candidates or the inability to do so at acceptable prices; · Adverse regulatory decisions; · Introduction of new products, services or technologies by our competitors; · Failure to meet or exceed financial projections we may provide to the public; · Failure to meet or exceed the financial projections of the investment community; · The perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community; · Announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partner or our competitors; · Disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; · Additions or departures of key scientific or management personnel; · Significant lawsuits, including patent or stockholder litigation; · Changes in the market valuations of similar companies; · Sales of our common stock by us or our stockholders in the future; and · Trading volume of our common stock.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether We urge you to invest in our Class A common stock, you should consider carefully the risks described below, and uncertainties described below in the documents incorporated by reference in this prospectus supplement and discussed the accompanying prospectus, before making an investment decision, including those risks identified under the heading “Item IA. Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, 2016, which is incorporated by reference in this prospectus supplement and in our subsequent Quarterly Reports on Form 10-Qwhich may be amended, as well as any amendments thereto reflected in subsequent filings supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, which including those that relate to any particular securities we offer, may be included in a future prospectus supplement or free writing prospectus that we authorize from time to time, or that are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, supplement or the documents incorporated by reference herein and therein and any free writing accompanying prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $13.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering offering, you may not agree with how we use the proceeds, and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentbe invested successfully. Our management will have broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor us. If you purchase our Class A common stock in this offering, you You may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A the common stock immediately after this you purchase in the offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our Class A common stock outstanding prior to this offering. Assuming that an aggregate of 4,980,843 shares of our common stock are sold at a price of $2.61 per share, in which case investors will incur immediate the last reported sale price of our common stock on The NASDAQ Capital Market, for aggregate gross proceeds of up to approximately $13.0 million, and substantial dilution. Purchasers of the shares we sellafter deducting commissions and estimated aggregate offering expenses payable by us, as well as our existing stockholders, you will experience significant immediate dilution if we sell shares at prices significantly below of $1.79 per share, representing the price at which they investeddifference between our pro forma as adjusted net tangible book value per share as of June 30, 2017, after giving effect to this offering and the assumed offering price. To the extent any The exercise of outstanding warrants and stock options or warrants are exercised or restricted stock units are settled, there will be result in further dilution to new investorsof your investment. For See the section below entitled “Dilution” for a further description more detailed illustration of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold would incur if you participate in this offering. Investors We will require additional capital funding, the receipt of which may experience a decline in impair the value of their shares as a result of share our common stock. Our future capital requirements depend on many factors, including our research, development, sales made at prices lower than the prices they paidand marketing activities. Even if we sell all of the shares offered hereby, we may We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to seek external sources of financing to fund operations in the futuredevelop our drug candidates. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there There can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available when needed or on favorable terms when requiredsatisfactory to us, or if at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to To the extent we raise funds through the sale of additional capital by issuing equity securities, our stockholders would may experience additional dilutionsubstantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock. Because there are no current plans We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our Class A common stock for the foreseeable future, you may and currently do not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans plan to pay any cash dividends for in the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether to invest in our Class A common stockmaking an investment decision, you should carefully consider carefully the risks and uncertainties described below and discussed under below, on page 4 of the heading “Risk Factors” contained accompanying prospectus, together with all of the other information appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein, including our most recent Annual Report on Form 1020-K, F and in our subsequent Quarterly Reports any updates in each report on Form 106-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are K that indicates that it is being incorporated by reference into this prospectus reference, including in their entiretylight of your particular investment objectives and financial circumstances. In addition to those risk factors, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There there may be other unknown additional risks and uncertainties of which management is not aware or unpredictable economicfocused on, political, or that management deems immaterial. Our business, competitive, regulatory financial condition or other factors that results of operations could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If materially adversely affected by any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmedrisks. This could cause the The trading price of our Class A common stock securities could decline due to declineany of these risks, resulting in a loss of and you may lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to Our Ordinary Shares and this Offering and Our Class A Common Stock You will experience immediate dilution in the book value per share of the ordinary shares you purchase. Since the price per share of our ordinary shares is expected to be substantially higher than the book value per share of the ordinary shares, you may suffer substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus supplement entitled □Dilution.□ We have broad discretion to determine how to use the funds raised in the use of the net proceeds from this offering offering, and may invest or spend the proceeds in ways with which you do not agree and use them in ways that may not yield a return on your investmentenhance our operating results or the price of our ordinary shares. Our management will have broad discretion in over the application use of the net proceeds from this offering, including for any of and we could spend the purposes described proceeds from this offering in ways our shareholders may not agree with or that do not yield a favorable return in the section titled “Use near term, if at all. We intend to use the net proceeds of Proceeds,” as well as our existing cashthis offering to support clinical development, pre-clinical research, and you general working capital purposes. However, our use of these proceeds may differ substantially from our current plans. You will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyin ways with which you would agree. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor us. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share The failure of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior management to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We use such funds effectively could have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available material adverse effect on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, operating results and cash requirements, contractual restrictions and other factors that our board flow. See □Use of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockProceeds.□

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of risk. Before deciding whether to invest in purchase our Class A common stock, you should consider carefully the risks and uncertainties described below together with the other information included in this prospectus supplement, the accompanying prospectus and discussed under any free writing prospectus that we authorize for use in connection with this offering. In particular, you should consider the risk factors described in the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in as may be amended or supplemented by our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which Q or Current Reports on Form 8-K that are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein herein. These risks and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents uncertainties are not the only ones risks and uncertainties we face. Additional risks and uncertainties not currently known to us, but those or that we consider to be material. There currently view as immaterial, may be other unknown or unpredictable economic, political, also impair our business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occursoccur, our business, financial condition, results of operations or and cash flow could be seriously harmedmaterially and adversely affected. This could cause In that case, the trading price of our Class A common stock to decline, resulting in a loss of could decline and you might lose all or part of your investment. Certain statements below are forward-looking statements. See the information included under the heading “Cautionary Special Note Regarding Forward-Forward- Looking Statements.” Risks Related To This Relating to this Offering and Our Class A Common Stock We have broad discretion substantial number of common stock may be sold in the use market during this offering, which may depress the market price for our common stock. Sales of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion substantial number of our common stock in the application of the net proceeds from public market during this offering, including for after any purchase you make pursuant to this offering, could cause the market price of our common stock to decline. There can be no assurance that any of the purposes described in the section titled “Use $9,032,567 worth of Proceeds,” as well as our existing cash, and you common stock being offered under this prospectus supplement will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds sold or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share at which any such shares might be sold. However, assuming that an aggregate of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of 2,913,731 shares of our Class A common stock are sold during the term of the sales agreement with the Agent at an assumed price of $3.10, the last reported sale price of our common stock on the Nasdaq Capital Market on May 2, 2023, upon completion of this offering and based on 13,200,535 shares of our common stock outstanding as of March 31, 20242023, we will have outstanding an aggregate of 16,114,266 shares of common stock, assuming no exercise of outstanding options and warrants. On May 8You may experience future dilution as a result of future equity offerings. In order to raise additional capital, 2024we may in the future offer additional common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by investors in this offering. We may sell common stock or other securities convertible into or exchangeable for our common stock in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing common stock or other securities convertible into or exchangeable for our common stock in the future could have rights superior to existing stockholders. The price per share at which we sell additional common stock or other securities convertible or exchangeable into our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We have broad discretion in how we use the net proceeds of this offering, and we may not use these proceeds effectively or in ways with which you agree. We intend to use the net proceeds of this offering, if any, for working capital and other general corporate purposes, primarily to support the ongoing clinical development of key assets within our pipeline, general and administrative expenses and debt payments. Our management will have broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our common stock. Investors in this offering will experience immediate dilution in the book value per share of the common stock purchased in the offering. The common stock sold in this offering, if any, will be sold from time to time at various prices. However, the expected offering price of our common stock will be substantially higher than the net tangible book deficit per share of our outstanding common stock. After giving effect to the sale of our common stock in the aggregate amount of $9,032,567 at an assumed offering price of $3.10, the last reported sale price of our Class A common stock was on the Nasdaq Capital Market on May 2, 2023, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book deficit as of March 31, 2023 would have been approximately $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market(12.1) million, the prices at which we sell these shares will vary and these variations may be significant. The offering price or $(0.75) per share of common stock. This represents an immediate increase in this offering may exceed the net tangible book value of $0.82 per share to existing stockholders and an immediate dilution in net tangible book deficit of our Class A common stock outstanding prior $3.85 per share to new investors in this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled See “Dilution.” on page S-9 of this prospectus supplement. The actual number of shares we will issue under the Sales Agreementsales agreement with the Agent, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us sales agreement with Cantor the Agent and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx the Agent at any time throughout the term of the Sales Agreementsales agreement. The number of shares that are sold by Xxxxxx the Agent after delivering a placement notice will fluctuate based on the market price of our Class A the common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceedsAgent. The Class A common stock offered hereby will be sold in “at the market at-the-market” offerings,” , and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue We do not expect to seek external sources of financing to fund operations pay dividends in the foreseeable future. As a result, you must rely on stock appreciation for any return on your investment. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from do not anticipate paying cash dividends on our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital common stock in the future to further scale our business and expand to additional marketsforeseeable future. We may raise additional funds through the issuance Any payment of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds cash dividends will be available also depend on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business capital requirements and prospects could be materially other factors and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevantdirectors. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a resultAccordingly, you may not receive any will have to rely on capital appreciation, if any, to earn a return on an your investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares Furthermore, we may in the public marketsfuture become subject to additional contractual restrictions on, or prohibitions against, the perception that such sales could occur, could depress the market price payment of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockdividends.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Before deciding whether You should carefully consider the following risk factors before making an investment decision. Prior to invest making a decision about investing in our Class A common stocksecurities, you should carefully consider carefully the risks and uncertainties described specific risk factors discussed below and discussed under the heading section entitled “Risk Factors” contained in our most recent Annual Report on Form 10-KK for the fiscal year ended October 31, and in 2018, as updated by our subsequent Quarterly Reports on Form 10-Qfilings under the Securities Exchange Act of 1934, as well as any amendments thereto reflected in subsequent filings with the SEC, each of which are is incorporated by reference into in this prospectus supplement in their its entirety, together with all of the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference herein and therein therein, and any related free writing prospectus that we may authorize for use in connection with this offeringprospectus. The risks and uncertainties we have described in these documents are not the only ones we face, but those . Additional risks and uncertainties not presently known to us or that we consider to be material. There currently deem immaterial may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on also affect our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodsoperations. If any of these such risks actually occursoccur, our business, financial condition, or results of operations or cash flow could be seriously harmedmaterially and adversely affected. This could cause In such cases, the trading price of our Class A common stock to could decline, resulting in a loss of and you may lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A Common Stock We Management will have broad discretion in as to the use of the net proceeds from of this offering offering, and we may invest or spend use the proceeds in ways with in which you do and other stockholders may disagree. Aside from the net proceeds of this offering that we intend to use to pay down our outstanding indebtedness under our project finance facilities with NRG and Generate Lending, we have not agree and in ways that may not yield a return on your investmentotherwise designated the amount of net proceeds we will receive from this offering for any particular purpose. Our Accordingly, our management will have broad discretion in as to the application of these net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds from this offering, including for any of the purposes described proceeds. Investors in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur suffer immediate and substantial dilution in the net tangible book value per share of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent . Because the price per share you pay of common stock in this offering is may be higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31stock, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share investors in this offering may exceed suffer immediate and substantial dilution in the net tangible book value per share of our Class A common stock outstanding prior to stock. The shares in this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there offering will be further dilution to new investorssold at market prices which may fluctuate substantially. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales AgreementAgreement with the Sales Agent, at any one time or in total, is uncertain. Subject to certain limitations set forth in the Sales Agreement entered into by us with Cantor the Sales Agent and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx the Sales Agent after delivering we deliver a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share Sales Agent, provided that no more than an aggregate of each share sold will fluctuate based on the market price 38,000,000 shares of our Class A common stock during may be issued and sold under the sales periodSales Agreement (assuming that the aggregate value of such shares does not exceed $169.3 million, it which is not possible at the maximum amount remaining under the registration statement relating to this stage to predict the number of shares that will be ultimately issued or the resulting gross proceedsoffering). The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly You may experience different levels of future dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paidfuture equity offerings. Even if we sell all of the shares offered herebyIn order to raise additional capital, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to offer additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or other securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A our common stock during at prices that may not be the period beginning on same as the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such noticeprice per share in this offering. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to may sell shares or otherwise dispose of any Class A common stock or other securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “offering at a price per share that is less than the market price per share paid by investors in this offering” , and investors purchasing shares or continuous equity transaction prior other securities in the future could have rights superior to the sixtieth day immediately following the termination of the Sales Agreement with Cantorexisting stockholders. Therefore, it is possible that The price per share at which we could issue and sell additional shares of our Class A common stock stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Risks Related to Our Business We have incurred losses and anticipate continued losses and negative cash flow. We have transitioned from a research and development company to a commercial products manufacturer, services provider and developer. We have not been profitable since our year ended October 31, 1997. We expect to continue to incur net losses and generate negative cash flows until we can produce sufficient revenues and margins to cover our costs. We may never become profitable. Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future. For the reasons discussed in more detail below, there are uncertainties associated with our achieving and sustaining profitability. We have, from time to time, sought financing in the public marketsmarkets in order to fund operations and will continue to do so. Our future ability to obtain such financing could be impaired by a variety of factors, including, but not limited to, the price of our common stock and general market conditions. There is uncertainty surrounding our ability to attract new corporate financing and uncertainty as to whether we will have sufficient liquidity to fund our business activities. Substantial doubt exists as to our ability to continue as a going concern. Our plans to address our liquidity position may not be successful, and we may be forced to limit our business activities or be unable to continue as a going concern, or may have to seek bankruptcy protection, which would have a material adverse effect on our results of operations and financial condition. Our consolidated financial statements have been prepared assuming we will continue as a going concern. Our ability to continue as a going concern is dependent on generating profitable operating results, having sufficient liquidity, and maintaining compliance with the covenants and other requirements under our debt facilities to avoid acceleration and default. We have a loan agreement with NRG that has a maturity date of October 31, 2019 and a loan agreement with Generate Lending that includes a payment plan requiring substantial monthly payments through December 31, 2019. Further, NRG has the right to call its loan if it believes that we are not progressing on our 2.8 MW fuel cell project in Tulare, California, which right, if exercised, would require immediate repayment. Generate Lending also has a call right under its loan agreement, as amended, which, if exercised, would require immediate repayment. Our project finance facility with Fifth Third for the Connecticut Municipal Electric Energy Cooperative (“CMEEC”) project located on the U.S. Navy submarine base in Groton, Connecticut requires that we deliver a binding loan agreement on or before October 21, 2019 for take-out financing. We plan to continue to pursue project financing for our generation backlog. If we are unable to obtain such project financing, we may have events of default under our project finance agreements and our power purchase agreements with customers. In addition, we need to obtain additional working capital to fund our obligations and operations either through new corporate financing or other means. There can be no assurance that we will be able to obtain corporate financing or obtain project financing on acceptable terms or repay outstanding indebtedness and obtain additional liquidity. If we do not have sufficient liquidity to fund our business activities, we may not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection. Our cost reduction strategy may not succeed or may be significantly delayed, which may result in our inability to deliver improved margins. Our cost reduction strategy is based on the assumption that increases in production will result in economies of scale. In addition, our cost reduction strategy relies on advancements in our manufacturing process, global competitive sourcing, engineering design, reducing the cost of capital and technology improvements (including stack life and projected power output). Failure to achieve our cost reduction targets could have a material adverse effect on our results of operations and financial condition. Our workforce reduction may cause undesirable consequences and our results of operations may be harmed. On April 12, 2019, we undertook a reorganization, which included a workforce reduction of 30%, or 135 employees. This workforce reduction may yield unintended consequences, such as attrition beyond our intended reduction in workforce and reduced employee morale, which may cause our employees who were not affected by the reduction in workforce to seek alternate employment. Additional attrition could impede our ability to meet our operational goals, which could have a material adverse effect on our financial performance. In addition, as a result of the reductions in our workforce, we may face an increased risk of employment litigation. Furthermore, employees whose positions were eliminated or those who determine to seek alternate employment may seek employment with our competitors. Although all our employees are required to sign a confidentiality agreement with us at the time of hire, we cannot assure you that the confidential nature of our proprietary information will be maintained in the course of such future employment. We cannot predict the effect assure you that future sales we will not undertake additional reduction activities, that any of our Class A common stock would efforts will be successful, or that we will be able to realize the cost savings and other anticipated benefits from our previous or any future reduction plans. In addition, if we continue to reduce our workforce, it may adversely impact our ability to respond rapidly to any new product, growth or revenue opportunities and to execute on our backlog and business plans. Additionally, our recent reduction in force may make it more difficult to recruit and retain new hires as our business grows. We have debt outstanding and may incur additional debt in the future, which may adversely affect our financial condition and future financial results. Our total consolidated indebtedness was $121.2 million as of July 31, 2019. This includes approximately $102.0 million of debt at our project finance subsidiaries and $19.2 million of debt at the corporate level. The majority of our debt is long-term with $43.4 million due within twelve months of July 31, 2019. Between July 31, 2019 and October 2, 2019, we have paid, in full, the outstanding principal and end of term fee totaling $8.3 million, which was outstanding as of July 31, 2019, to our prior corporate senior secured lender, Hercules Capital, Inc., and have been released from all obligations under this facility. In addition, since July 31, 2019, we have made principal payments under our project finance facilities to NRG totaling $2.0 million and to Generate Lending totaling $3.0 million. Prior to April 30, 2019, we had approximately $40.0 million of borrowing capacity under a revolving construction and term project financing facility with NRG, under which we drew down approximately $5.8 million in December 2018. This amount must be repaid by October 31, 2019, unless NRG determines, in its sole discretion, that we are not making sufficient progress toward the completion of the 2.8 MW fuel cell project in Tulare, California, in which case NRG may accelerate the maturity date on the market price date of our Class A common stock.such determination. Pursuant to the agreement entered into in conjunction with the December 2018 draw, no further draws on the NRG facility are permitted and the facility expired on March 31, 2019. On December 21, 2018, we entered into a $100.0 million construction loan agreement with Generate Lending and made an initial draw of $10.0 million, of which

RISK FACTORS. Investing in our Class A common stock securities involves a high degree of riskrisk and uncertainty. Before deciding whether In addition to invest the other information included or incorporated by reference in our Class A common stockthis prospectus supplement and the accompanying prospectus, you should carefully consider carefully the risks and uncertainties described below and discussed before making an investment decision with respect to the securities, as well as the risk factors described under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in as may be revised or supplemented by our subsequent Quarterly Reports on Form 10-QQ or Current Reports on Form 8-K, as well as any amendments thereto reflected in subsequent filings each of which are on file with the SECSEC and are incorporated herein by reference, and which are may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. These updated Risk Factors will be incorporated by reference into in this prospectus supplement and the accompanying prospectus. Please refer to these subsequent reports for additional information relating to the risks associated with investing in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periodscommon stock. If any of these such risks and uncertainties actually occurs, our business, financial condition, and results of operations or cash flow could be seriously severely harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of and you could lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and Purchasers may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur experience immediate and substantial dilution in the net tangible book value per share of your sharesthe common stock purchased in the offering. If you invest The shares sold in our Class A common stockthe public offering, your ownership interest if any, will be diluted sold from time to time at various prices. However, it is possible that the extent the offering price per share you pay in this offering is of our common stock will be substantially higher than the net tangible book value per share of our Class A outstanding common stock immediately after this offeringstock. Our net tangible book value of our Class A common stock as of March 31Therefore, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of if you purchase shares of our Class A common stock outstanding as of March 31in this offering, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations you may be significant. The offering pay a price per share in this offering may exceed the that substantially exceeds our net tangible book value per share of our Class A common stock outstanding prior after giving effect to this offering. You may also experience additional dilution upon the exercise of options, vesting of restricted stock units, including those options and restricted stock units currently outstanding and those granted in the future, the issuance of restricted stock or other equity awards under our stock incentive plans, or upon conversion of any convertible securities that may be issued in the future. In addition, in which case investors will incur immediate and substantial dilution. Purchasers of the shares past, we sell, as well as our existing stockholders, will experience significant dilution if we sell shares have issued options to acquire common stock at prices significantly below the offering price at which they investedand have granted restricted stock units. To the extent any these outstanding stock options or warrants are ultimately exercised or these restricted stock units are settledvest, there you will be further dilution to new investorsincur additional dilution. For a further description of the dilution that you You may experience immediately after this offeringfuture dilution as a result of future equity offerings. To raise additional capital, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations may in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of future offer additional shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during or other securities convertible into or exchangeable for our common stock at prices that may not be the sales period and limits we set with Cantor. Because same as the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors We may experience sell shares or other securities in any other offering at a decline price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the value future could have rights superior to existing stockholders. The price per share at which we sell additional shares of their shares as a result of share sales made at prices our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations price per share paid by investors in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for itthis offering. Sales of a significant number of shares of Class A our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of XxxxxxXxxxxx Xxxxxxxxxx, and subject to certain exceptions set forth in the Sales Agreementsales agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor Xxxxxxxxxx and ending on the fifth second trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreementsales agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement sales agreement with CantorXxxxxx Xxxxxxxxxx. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock. We have broad discretion in the use of our cash and cash equivalents, including the net proceeds we receive in this offering, and may not use them effectively. Our management has broad discretion to use our cash and cash equivalents, including the net proceeds we receive in this offering, to fund our operations and could spend these funds in ways that do not improve our results of operations or enhance the value of our common stock, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the development of our current and future product candidates. Pending their use to fund our operations, we may invest our cash and cash equivalents, including the net proceeds from this offering, in a manner that does not produce income or that loses value.

RISK FACTORS. Investing An investment in our Class A common stock involves a high degree of risk. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. If any of these risks occur, the value of our common stock may decline and you may lose all or part of your investment. Before deciding whether to invest investing in our Class A common stock, you should consider carefully the risks risk factors set forth in this prospectus and uncertainties contained in any free writing prospectus with respect to this offering filed by us with the SEC, along with the risk factors described below and discussed under the heading in “Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, and in our subsequent Quarterly Reports on Form 10-Q2021, as well as any amendments thereto reflected in subsequent updated by other filings we have made and will make with the SEC, which are SEC incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To to This Offering and Our Class A Common Stock We Management will have broad discretion in over the use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. Our management may invest or spend use the net proceeds in ways with which you do not agree and in ways for corporate purposes that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” as well as improve our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds financial condition or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder market value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the any net proceeds from this offering in short-term U.S. Treasury securities with low rates a manner that does not produce income or loses value. Please see the section entitled “Use of returnProceeds” on page 8 of this prospectus for further information. These investments You may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur experience immediate and substantial dilution in the net tangible book value per share of your sharesthe common stock you purchase. If you invest The shares sold in our Class A common stock, your ownership interest this offering will be diluted sold from time to the extent the time at various prices. The price per share you pay in this offering is of our common stock being offered may, at the time of sale, be higher than the net tangible book value per share of our Class A common stock immediately after outstanding prior to this offering. Our After giving effect to the assumed sale of shares of our common stock in the aggregate amount of $80,000,000 at an assumed public offering price of $10.00 per share, the minimum sales price authorized by our board of directors, and after deducting commissions and estimated offering expenses, our as adjusted net tangible book value as of June 30, 2022 would have been $219.6 million, or $1.98 per share. This would represent an immediate increase in net tangible book value of $0.60 per share to our Class A common stock existing stockholders and an immediate decrease in as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net adjusted net tangible book value of $8.02 per share to purchasers of our common stock in this offering. Please see the section entitled “Dilution” on page 12 of this prospectus. Notwithstanding this illustration, because the price per share of our Class A common stock is total tangible assets less our total liabilities divided by being offered may, at the number time of shares of our Class A common stock outstanding as of March 31sale, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed higher than the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur there is still a risk that you may experience immediate and substantial dilution. Purchasers Issuances of the shares we sellof common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as our existing stockholdersthe exercise of options, will experience significant dilution if dilute your ownership interests and may adversely affect the future market price of our common stock. As a development-stage company we sell will need additional capital to fund the development and commercialization of our product candidates. We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. In addition, as of June 30, 2022, there were options to purchase approximately 6,899,995 shares of our common stock outstanding at prices significantly below the a weighted average exercise price of $7.29 per share and warrants to purchase approximately 5,588,506 shares of our common stock outstanding at which they investeda weighted average exercise price of $11.41 per share. To If these securities are exercised, you may incur dilution. Moreover, to the extent any outstanding stock that we issue additional options or warrants to purchase, or other securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised exercised, converted or restricted stock units are settledexchanged, there will be further dilution to new investors. For a further description of the dilution that you stockholders may experience immediately after dilution. A substantial number of shares may be sold in the market following this offering, see which may depress the section titled market price for our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. A substantial majority of the outstanding shares of our common stock are, and all of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless these shares are owned or purchased by “Dilution.affiliates” The as that term is defined in Rule 144 under the Securities Act. In addition, we have also registered the shares of common stock that we may issue under our equity incentive plans. As a result, these shares can be freely sold in the public market upon issuance, subject to restrictions under securities laws. It is not possible to predict the actual number of shares we will issue sell under the Sales Agreement, at any one time or in total, is uncertainthe gross proceeds resulting from those sales. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable lawlaws, we have the discretion to deliver a placement notice to Xxxxxx Jefferies at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx through Jefferies after delivering a placement notice will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and term of the Sales Agreement, the limits we set with CantorJefferies in any applicable placement notice, and the demand for our common stock during the term of the Sales Agreement. Additionally, our board of directors could change the minimum sales price that we are authorized to sell shares under the Sales Agreement. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales periodterm of the Sales Agreement, it is not currently possible at this stage to predict the number of shares that will be ultimately issued sold or the resulting gross proceeds. The Class A proceeds to be raised in connection with the sales of shares of common stock offered hereby will under this prospectus. The market price and trading volume of our stock may be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different pricesvolatile. Investors who purchase shares in this offering at different times will likely pay different pricesThe trading price of our common stock has been, and accordingly may experience different levels of dilution continue to be, volatile and different outcomes in their investment results. We will have discretion, could be subject to market demandwide fluctuations in response to various factors, to vary some of which are beyond our control. To date during 2022, the timing, prices, closing price of our common stock has ranged from $3.21 and numbers of shares sold, and there is no minimum or maximum sales price$7.86 per share. In addition, subject the trading volume of our common stock may fluctuate and cause significant price variations to occur. In addition to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold factors discussed in this offering. Investors may experience a decline “Risk Factors” section and elsewhere in this prospectus or the documents incorporated by reference herein, these factors include: • actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; • mergers and strategic alliances in the value of their shares as a result of share sales made at industry in which we operate; • market prices lower than and conditions in the prices they paid. Even if industry in which we sell all operate; • changes in government regulation; • the impact of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale COVID-19 pandemic on our business and expand to additional operations; • potential or actual military conflicts or acts of terrorism; • announcements concerning Humacyte or our competitors; and • the general state of the securities markets. We These market and industry factors may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress reduce the market price of our Class A common stock, regardless of our operating performance. Sales of a substantial number of shares The stock market in general has, from time to time, experienced extreme price and volume fluctuations. In addition, in the public marketspast, or following periods of volatility in the perception that such sales could occur, could depress overall market and decreases in the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity a company’s securities, securities class action litigation has often been instituted against these companies. We have agreed, without been in the prior written consent of Xxxxxxpast, and subject may continue to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreedbe, subject to certain exceptions set forth securities litigation, from time to time. Any litigation that may be brought against us could result in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue substantial costs and sell additional shares a diversion of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stockmanagement’s attention and resources.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stockmaking an investment decision, you should carefully consider carefully the risks and uncertainties risk factors described below and discussed under the heading risks described beginning on page 3 of the accompanying prospectus and in the section entitled “Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC2020, which are is incorporated herein by reference, together with all of the other information included or incorporated by reference into in this prospectus in their entirety, together with other information in this supplement and the accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any Any of these risks actually occurs, described could materially adversely affect our business, financial condition, results of operations operations, tax status or cash flow could ability to make distributions to our stockholders. Additional risks and uncertainties not currently known to us or that we currently deem to be seriously harmedimmaterial may also materially and adversely affect our business operations. This could cause If this were to happen, the trading price of our Class A common stock to decline, resulting in could decline significantly and you could lose a loss of part or all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering and Our Class A Common Stock We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including The market price for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in be volatile. The price at which the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share sold in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior public market after they are purchased pursuant to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below prospectus supplement may be lower than the price at which they investedare sold through or by a sales agent. To The market price of our shares of common stock may be volatile and be subject to wide fluctuations. Fluctuations in our stock price may not reflect our historical financial performance and condition and prospects. Our stock price may fluctuate as a result of factors that are beyond our control or unrelated to our historical financial performance, condition and prospects. We cannot assure you that the extent any outstanding market price of our shares of common stock options will not be volatile or fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to our historical performance, condition and prospects. Sales of our common stock may depress the price of our common stock and be dilutive to holders of our common stock. We cannot predict the effect, if any, that future issuances or sales of our common stock, preferred stock, warrants are exercised or restricted debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock units are settled, there will be further dilution pursuant to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in totalthe availability of our securities for future issuance or sale, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we will have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of shares of our Class A common stock. Issuances or sales of substantial amounts of our common stock, preferred stock, warrants or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage pursuant to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such issuances or sales could might occur, could depress negatively impact the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of terms upon which we may obtain additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth financing in the Sales Agreement, not future. Preferred stock we issue will generally be senior to sell or otherwise dispose our common stock with respect to dividends and liquidation rights. The issuance of any Class A additional shares of our common stock or securities convertible into or exchangeable for shares of Class A common stock or that represent the right to receive common stock, warrants or any rights the exercise of such securities, could be substantially dilutive to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery holders of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A our common stock, warrants or any rights to purchase or acquire Class A including purchasers of common stock in this offering. The vesting of any restricted stock granted to directors, executive officers and other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Thereforeemployees, it is possible that we could issue and sell additional shares other issuances of our Class A common stock in the public markets. We cannot predict the could have an adverse effect that future sales of our Class A common stock would have on the market price of our Class A common stock, and the existence of our common stock reserved for issuance under the Ready Capital Corporation 2012 Equity Incentive Plan may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. Risks Related to the Acquisition of Anworth Mortgage Asset Corporation, or Anworth Following the acquisition of Anworth, we may be unable to integrate Xxxxxxx’s business with our business successfully and realize the anticipated synergies and other expected benefits of the acquisition of Anworth on the anticipated timeframe or at all. We will be required to devote significant management attention and resources to the integration of Xxxxxxx’s business with our business. The potential difficulties we may encounter in the integration process include, but are not limited to, the following: • the inability to successfully combine our and Xxxxxxx’s businesses in a manner that permits us to achieve the cost savings anticipated to result from the acquisition of Anworth, which would result in the anticipated benefits of the acquisition of Anworth not being realized in the timeframe currently anticipated or at all; • the complexities of combining two companies with different histories and portfolio assets; • the difficulties or delays in redeploying the capital acquired in connection with the acquisition of Anworth into our target assets; • potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the acquisition of Anworth; and • performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations. For all these reasons, it is possible that the integration process could result in the distraction of our management team, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, policies and procedures, any of which could adversely affect our ability to generate attractive risk-adjusted returns, to maintain relationships with our key stakeholders and employees, to achieve the anticipated benefits of the acquisition of Anworth, or could otherwise materially and adversely affect our business and financial results. Following the completion of the acquisition of Anworth, we will have a significant amount of indebtedness and will be exposed to risks associated with a decline in the market value of the portfolio of mortgage-backed securities and residential mortgage loans we acquired from Anworth, which could harm our ability to execute our business strategy. We have acquired Xxxxxxx’s leveraged portfolio of residential mortgage-backed securities and residential mortgage loans in connection with the acquisition of Anworth and, as a result, our leverage increased relative to prior levels. We have substantial indebtedness following completion of the acquisition of Anworth. As part of our business strategy following the completion of the acquisition of Anworth, we currently intend to manage the liquidation and runoff of certain assets within the Anworth portfolio and repay certain indebtedness on the Anworth portfolio, and to redeploy the capital into opportunities in our core SBC strategies and other assets that we expect will generate attractive risk-adjusted returns and long-term earnings accretion. Possible market developments, including a sharp rise in interest rates, a change in prepayment rates, or increasing market concern about the value or liquidity of the portfolio of residential mortgage-backed securities and residential mortgage loans that we acquired upon the completion of the acquisition of Anworth, may reduce the market value of this portfolio. If this were to occur, we may not be able to liquidate the Anworth portfolio on our anticipated timeline, on attractive terms or at all, which may harm our ability to redeploy the capital into opportunities in our core SBC strategies and other assets that we expect will generate attractive risk-adjusted returns and long-term earnings accretion. Further, lenders may require us to pledge additional collateral to secure the borrowings on the Anworth portfolio, which could limit our ability to incur additional indebtedness and adversely impact our ability to comply with covenants under our existing and future borrowings.

RISK FACTORS. Investing in our Class A common stock involves a high degree of risk. Before deciding whether to invest in our Class A common stock, you You should carefully consider carefully the risks and uncertainties described below below, as well as those risks and discussed under uncertainties identified in the heading “Risk Factors” contained in documents incorporated by reference herein, including our most recent Annual Report on Form 1020-KF, and before making an investment in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offeringcommon shares. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, Our business, competitive, regulatory financial condition or other factors that results of operations could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, materially and historical trends should not be used to anticipate results or trends in future periods. If adversely affected if any of these risks actually occurs, our businessand as a result, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading market price of our Class A common stock to decline, resulting in a loss of shares could decline and you could lose all or part of your investment. This prospectus supplement also contains forward- looking statements that involve risks and uncertainties. See “Cautionary Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors. Risks Related related to this offering Future sales, or the possibility of future sales, of a substantial number of our common shares could adversely affect the price of the shares and dilute shareholders. Future sales of a substantial number of our common shares, or the perception that such sales will occur, could cause a decline in the market price of our common shares. Pursuant to the at-the-market program, and potentially other offerings, we plan to continue to raise money to fund our operations through the issuance of our equity securities. If our existing shareholders sell substantial amounts of common shares in the public market, or the market perceives that such sales may occur, the market price of our common shares and our ability to raise capital through an issue of equity securities in the future could be adversely affected. Moreover, we have entered into a registration rights agreement entitling certain of our shareholders rights, subject to conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. In addition, we have registered on a Form S-8 registration statement all common shares that we may issue under our equity incentive plan. As a result, these shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common shares could decline. On March 28, 2019, we filed an automatic shelf registration statement on a Form F-3; however, the Company ceased to be eligible to use a Form F-3 automatic shelf registration statement upon the filing of its Annual Report on Form 20-F for the year ended December 31, 2019 because the Company no longer qualified as a well-known seasoned issuer (as such term is defined in Rule 405 under the Securities Act) at the time of such filing. Thus, on July 8, 2020, we filed a new Registration Statement on Form F-3, or the Registration Statement, for the potential offer and sale by us of up to $200,000,000 of our common shares, debt securities, warrants, purchase contracts or units. The Registration Statement was declared effective by the SEC on July 17, 2020. Because the price per share of each share sold under the Registration Statement will depend on the market price of our shares at the time of the sale and other market conditions, it is not possible at this stage to predict the number of shares that ultimately may be offered and sold under the Registration Statement. If we sell common shares, convertible securities or other equity securities, existing shareholders may be diluted by such sales, and in certain cases new investors could gain rights superior to those of our existing shareholders. Any sales of our common shares, or the perception that such sales could occur, could have a negative impact on the trading price of our shares. If you purchase common shares in this offering, you will suffer immediate dilution of your investment. The public offering price of our common shares may exceed the as adjusted net tangible book value per common share. Therefore, if you purchase common shares in this offering, you may pay a price per common share that substantially exceeds our as adjusted net tangible book value per common share after this offering. To This Offering the extent outstanding options or warrants are exercised, you will incur further dilution. Assuming that an aggregate of 9,140,767 of our common shares are sold at a price of $5.47 per share pursuant to this prospectus supplement, which was the last reported sale price of our common shares on Nasdaq on July 16, 2020, for aggregate gross proceeds of $50,000,000, after deducting commissions and Our Class A Common Stock estimated aggregate offering expenses payable by us, you would experience immediate dilution of $0.96 per common share, representing the difference between our as adjusted net tangible book value per share as of March 31, 2020, after giving effect to this offering and the assumed offering price. We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Our Although we currently intend to use the net proceeds from this offering in the manner described in the “Use of Proceeds” section of this prospectus supplement, our management will have has broad discretion in the application of the net proceeds from this offering, including for any offering and could spend the proceeds in ways that do not improve our results of operations or enhance the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment value of our management regarding such applicationcommon shares. You will not have the opportunity, as part of your investment decision, opportunity to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or influence our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the decisions on how to use our net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A common stock immediately after this offering. Our net tangible book value of The failure by our Class A common stock as of March 31management to apply these funds effectively could result in financial losses that could harm our business, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by cause the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because shares to decline and delay the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share development of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilutionproduct candidates.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing Investment in our Class A common stock any securities offered pursuant to this prospectus supplement involves a high degree of riskrisks. Before deciding whether to invest in our Class A common stock, you You should carefully consider carefully the risks and uncertainties risk factors described below and discussed under the heading “Risk Factors” contained in risk factors incorporated by reference to our most recent Annual Report on Form 10-K, K and in our any subsequent Quarterly Reports on Form 10-QQ or Current Reports on Form 8-K we file after the date of this prospectus supplement, as well as any amendments thereto reflected in subsequent filings with the SEC, which are and all other information contained or incorporated by reference into this prospectus in their entiretysupplement, together with other information in this prospectusas updated by our subsequent filings under the Exchange Act, the documents incorporated by reference herein and therein and before acquiring any free writing prospectus that we may authorize for use in connection with this offeringof such securities. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator occurrence of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could might cause the trading price of our Class A common stock you to decline, resulting in a loss of lose all or part of your investmentinvestment in the offered securities. See Risks Relating to this Offering If you purchase shares of our common stock sold in this offering, you will experience immediate and substantial dilution in the net tangible book value of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution to investors. The price per share of our common stock being offered may be higher than the net tangible book value per share of our outstanding common stock prior to this offering. Assuming that an aggregate of 6,890,215 shares of our common stock are sold at a price of $21.77 per share, the last reported sale price of our common stock on The Nasdaq Global Select Market on August 10, 2022, for aggregate gross proceeds of approximately $150.0 million, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering would incur immediate dilution of $13.00 per share. For a more detailed discussion of the foregoing, see the section entitled “Cautionary Note Regarding Forward-Looking Statements.Dilution” Risks Related below. To This Offering the extent outstanding stock options are exercised, there will be further dilution to new investors. In addition, to the extent we need to raise additional capital in the future and Our Class A Common Stock we issue additional shares of common stock or securities convertible or exchangeable for our common stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of our common stock offered in this offering. We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentuse them effectively. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled entitled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You will not have the opportunity, opportunity as part of your investment decision, decision to assess whether the net proceeds are being used effectivelyappropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply the our net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply We expect to use the net proceeds from this offering or to fund the development of paltusotine, CRN04777, CRN04894, and our existing cash in ways that enhance stockholder valueother research development programs, we may fail and for working capital and general corporate purposes. The failure by our management to achieve expected results, which apply these funds effectively could cause harm our stock price to declinebusiness. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of returnterm, investment- grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If you purchase our Class A common stock in this offering, you may incur immediate and substantial dilution in we do not invest or apply the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in proceeds from this offering is higher than the net tangible book value per share of in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our Class A common stock immediately after this offeringprice to decline. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The offering price per share in this offering may exceed the net tangible book value per share of our Class A common stock outstanding prior to this offering, in which case investors will incur immediate and substantial dilution. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. To the extent any outstanding stock options or warrants are exercised or restricted stock units are settled, there will be further dilution to new investors. For a further description of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice instructions to Xxxxxx the Agents to sell shares of our common stock at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx through the Agents after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of our Class A common stock during the sales period and period, the limits we set with Cantorthe Agents in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales periodthis offering, it is not currently possible at this stage to predict the number of shares that will be ultimately issued sold or the resulting gross proceedsproceeds to be raised in connection with those sales. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of their the shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. Even if we sell all of the shares offered hereby, we may continue to seek external sources of financing to fund operations in the future. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution. Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.

RISK FACTORS. Investing An investment in our Class A common stock securities involves a high degree of riskrisks. Before deciding whether We urge you to invest in our Class A common stock, you should consider carefully the risks described below, and uncertainties described below in the documents incorporated by reference in this prospectus supplement and discussed the accompanying prospectus, before making an investment decision, including those risks identified under the heading “Item 1A. Risk Factors” contained in our most recent Annual Report on Form 10-KK for the year ended December 31, 2018, which is incorporated by reference in this prospectus supplement and in our subsequent Quarterly Reports on Form 10-Qwhich may be amended, as well as any amendments thereto reflected in subsequent filings supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, which including those that relate to any particular securities we offer, may be included in a future prospectus supplement or free writing prospectus that we authorize from time to time, or that are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, supplement or the documents incorporated by reference herein and therein and any free writing accompanying prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, political, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Class A common stock to decline, resulting in a loss of all or part of your investment. See Please also read carefully the section below entitled “Cautionary Special Note Regarding Forward-Looking Statements.” Risks Related To This to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $15.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. Our Class A Common Stock We management will have broad discretion in over the use of the net proceeds from this offering offering, you may not agree with how we use the proceeds, and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investmentbe invested successfully. Our management will have broad discretion in as to the application use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. Accordingly, including for any of the purposes described in the section titled “Use of Proceeds,” as well as our existing cash, and you will be relying on the judgment of our management regarding such application. You with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectivelyappropriately. Our management might not apply It is possible that the net proceeds or our existing cash will be invested in ways a way that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with low rates of return. These investments may does not yield a favorable favorable, or any, return to our stockholdersfor us. If you purchase our Class A common stock in this offering, you You may incur experience immediate and substantial dilution in the net tangible book value of your shares. If you invest in our Class A common stock, your ownership interest will be diluted to the extent the price per share you pay in this offering is higher than the net tangible book value per share of our Class A the common stock immediately after this you purchase in the offering. Our net tangible book value of our Class A common stock as of March 31, 2024 was approximately $378.8 million, or $1.33 per share. Net tangible book value per share of our Class A common stock is total tangible assets less our total liabilities divided by the number of shares of our Class A common stock outstanding as of March 31, 2024. On May 8, 2024, the last reported sale price of our Class A common stock was $3.73 per share. Because the sales of the shares offered hereby will be made directly into the market, the prices at which we sell these shares will vary and these variations may be significant. The public offering price per share in this offering may exceed the pro forma as adjusted net tangible book value per share of our Class A common stock outstanding prior after giving effect to this offering. Assuming that an aggregate of 12,820,512 shares of our common stock are sold at a price of $1.17 per share, in which case investors will incur immediate the last reported sale price of our common stock on The NASDAQ Capital Market on July 22, 2019, for aggregate gross proceeds of up to approximately $15.0 million, and substantial dilution. Purchasers of the shares we sellafter deducting commissions and estimated offering expenses payable by us, as well as our existing stockholders, you will experience significant immediate dilution if we sell shares at prices significantly below of $0.61 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of March 31, 2019, after giving effect to this offering and the assumed public offering price at which they investedand after giving effect to the completion of our April 2019 offering. To the extent any The exercise of outstanding warrants and stock options or warrants are exercised or restricted stock units are settled, there will be result in further dilution to new investorsof your investment. For See the section below entitled “Dilution” for a further description more detailed illustration of the dilution that you may experience immediately after this offering, see the section titled “Dilution.” The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement entered into by us with Cantor and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxx after delivering a placement notice will fluctuate based on the market price of our Class A common stock during the sales period and limits we set with Cantor. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued or the resulting gross proceeds. The Class A common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold would incur if you participate in this offering. Investors We will require additional capital funding, the receipt of which may experience a decline in impair the value of their shares as a result of share our common stock. Our future capital requirements depend on many factors, including our research, development, sales made at prices lower than the prices they paidand marketing activities. Even if we sell all of the shares offered hereby, we may We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to seek external sources of financing to fund operations in the futuredevelop our drug candidates. We have a history of net losses and we believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenues from our planned lines of business. Even if we are able to successfully launch our Xxxxxx UAM or Xxxxxx Direct lines of business, there There can be no assurance that such lines of business will be financially viable. Accordingly, while we may from time-to-time raise gross proceeds of up to a maximum of $70,000,000 through the issuance of shares under the Sales Agreement, we may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions. We cannot be certain that additional funds will be available when needed or on favorable terms when requiredsatisfactory to us, or if at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict our business, or otherwise include unfavorable terms. In addition, to To the extent we raise funds through the sale of additional capital by issuing equity securities, our stockholders would may experience additional dilutionsubstantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock. Because there are no current plans We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our Class A common stock for the foreseeable future, you may and currently do not receive any return on investment unless you sell shares of our Class A common stock for a price greater than that which you paid for it. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans plan to pay any cash dividends for in the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell your shares of our Class A common stock for a price greater than that which you paid for it. Sales of a significant number of shares of Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock. Sales of a substantial number of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock and impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent of Xxxxxx, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered by us to Cantor and ending on the fifth trading day immediately following the final settlement date with respect to the shares sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, warrants or any rights to purchase or acquire Class A common stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth day immediately following the termination of the Sales Agreement with Cantor. Therefore, it is possible that we could issue and sell additional shares of our Class A common stock in the public markets. We cannot predict the effect that future sales of our Class A common stock would have on the market price of our Class A common stock.