Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 1, 2022 which is incorporated herein by reference, and may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

RISK FACTORS. An investment in Before purchasing our securities involves a high degree of risk. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, common stock you should carefully consider the risks described risk factors set forth below and under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K, as updated by our recent Form 8-K Report filed with the Securities and Exchange Commission on March 1May 8, 2022 2020, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, each of which is are on file with the SEC and are incorporated herein by reference, as well as all other information contained in this prospectus supplement and may be amended, updated, supplemented or superseded from time to time the accompanying prospectus and incorporated by annual, quarterly and other reports and documents we file with the SEC in the future reference and any free writing prospectus supplement related to a particular that we have authorized for use in connection with this offering. The risks and uncertainties we have described below and in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, are not the only ones risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect impair our business operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A If any of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, risks described below or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report Annual Report on Form 10-K K, as revised or “Part II— Item 1A—Risk Factors” in supplemented by our subsequent Quarterly Reports on Form 10-Q which are incorporated Q, actually occur, our business, financial condition and results of operations could suffer. As a result, the trading price of our stock could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below and in most recent Annual Report on Form 10-K, as revised or supplemented by reference in this prospectus as well as other disclosures included in this prospectus or the supplement heretoour subsequent Quarterly Reports on Form 10-Q, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm include forward-looking statements and our results. Consequently, actual results or developments anticipated by us may not be realized or, even if differ substantially realized, may not have the expected consequences to, or effects on, us. Given from those discussed in these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral See the section entitled “Forward-Looking Information.” Risks Related To Our Financial Condition and Need For Additional Capital We have incurred significant losses since our inception and expect to continue to experience losses for the foreseeable future. We have incurred significant net losses and negative cash flow in each year since our inception, including net losses of approximately $22.0 million and $12.0 million for the nine months ended September 30, 2020 and September 30, 2019, respectively, and approximately $15.6 million and $11.3 million for the years ended December 31, 2019, and 2018, respectively. As of September 30, 2020, our accumulated deficit was approximately $150.0 million. We have devoted a significant amount of our financial resources to research and development, including our nonclinical development activities and clinical trials. We expect that the costs associated with our plans to begin preclinical research, contract manufacturing and file an IND for our Terra CoV-2 vaccine product candidate and the research and development of our product candidates pursuant to our exclusive channel partnerships with Eleszto Genetika, Inc. (an assignee of Precigen) in the area of lantibiotics (“Lantibiotics Program”) will continue to increase the level of our overall expenses significantly going forward. Additionally, our NIAID license also requires the payment of certain recurring and performance-looking statements attributable based royalties that may negatively impact our financial capabilities. As a result, we expect to us or any person acting continue to incur substantial net losses and negative cash flow for the foreseeable future. These losses and negative cash flows have had, and will continue to have, an adverse effect on our behalf are expressly qualified in their entirety by shareholders’ equity and working capital. Because of the cautionary statements contained or referred to in this section. Except as required by lawnumerous risks and uncertainties associated with product development and commercialization, we undertake no obligation are unable to update accurately predict the timing or revise publicly any amount of substantial expenses or when, or if, we will be able to generate the revenue necessary to achieve or maintain profitability. We will need to raise additional capital in the future to complete the development and commercialization of our product candidates and operate our business. Developing and commercializing biopharmaceutical products, including conducting nonclinical studies and clinical trials and establishing manufacturing capabilities, and the progress of our efforts to develop and commercialize our product candidates, including our acquisition of a vaccine product candidate is expensive, and can cause us to use our limited, available capital resources faster than we currently anticipate. We anticipate that our cash resources as of September 30, 2020, together with the financings in November and December 2020 will be sufficient to fund our operations as presently structured into the third quarter of 2021. Our actual costs may ultimately vary from our current expectations, which could materially impact our use of capital and our forecast of the forwardperiod of time through which our financial resources will be adequate to support our operations. Our current cash, cash equivalents and short-looking statements after the date term investments are not sufficient to fully implement our business strategy and sustain our operations. Accordingly, we will need to seek additional sources of this prospectusfinancing and such additional financing may not be available on favorable terms, if at all. Until we can generate a sufficient amount of product revenue, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate or government collaboration and licensing arrangements. If we do update one not succeed in raising additional funds on acceptable terms, we may be unable to complete existing nonclinical and planned clinical trials or more forwardobtain approval of our product candidates from the FDA and other regulatory authorities. We expect capital outlays and operating expenditures to increase over the next several years as we expand our infrastructure, and research and development activities. Specifically, we need to raise additional capital to, among other things: ● conduct preclinical research for our Terra CoV-2 vaccine product candidate, file an IND with the FDA and, if approved, engage in Phase 1 clinical trials; ● engage in GMP and non-looking statementsGMP manufacturing for our product candidates at the preclinical research and clinical trial stages; ● expand our clinical laboratory operations; ● fund our clinical validation study activities; ● expand our research and development activities; ● finance our capital expenditures and general and administrative expenses; and ● Redeem outstanding shares of Series C Preferred Stock. Our present and future funding requirements will depend on many factors, no inference should including: ● the current and continued microeconomic impact of the COVID-19 pandemic on our ability, the ability of our third-party contractors and suppliers to meet our development needs, and the ability of government regulators to conduct ordinary business operations in a timely and efficient manner, as well as the pandemic’s broader, macroeconomic impact on the U.S., foreign and global economic markets; ● the level of research and development investment budgeted to develop our current and future product candidates through each phase of development; ● costs of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights; ● our need or decision to acquire or license complementary technologies or acquire complementary businesses; ● changes in test development plans needed to address any difficulties in product candidate selection for commercialization; ● our decision to redeem some or all of our outstanding shares of Series C Preferred Stock; ● competing technological and market developments; ● our interaction and relationship with the FDA, or other, regulatory agencies; and ● changes in regulatory policies or laws that affect our operations. Additional capital may not be drawn that available on satisfactory terms, or at all. Furthermore, if we will make raise additional updates with respect funds by issuing equity securities, dilution to our existing stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those or other forward- looking statementsof holders of our common stock. This prospectus If we raise additional funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of our common stock, and the documents incorporated by reference in this prospectus contain market data that terms of the debt securities issued could impose significant restrictions on our operations. If we obtained from industry sources, including independent industry publications. In presenting this informationraise additional funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or our products under development or grant licenses on terms that are not favorable to us, which could lower the economic value of those programs to us. If adequate funds are not available, we may have also made assumptions based on such data to scale back our operations or limit our research and other similar sources and on our knowledge ofdevelopment activities, which may cause us to grow at a slower pace, or not at all, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecisebusiness could be adversely affected. In addition, projections, assumptions we could be forced to discontinue product development and estimates commercialization of one or more of our future performance product candidates, curtail or forego sales and the future performance marketing efforts, and/or forego licensing attractive business opportunities. Risks Relating to this Offering The market price of the industry our common stock has been, and may continue to be volatile and fluctuate significantly, which could result in substantial losses for investors. The trading price for our common stock has been, and we expect it to continue to be, volatile. The price at which we operate are necessarily subject to our common stock trades depends upon a high degree of uncertainty and risk due to a variety number of factors, including those our historical and anticipated operating results, our financial situation, announcements by us or our competitors, our ability or inability to raise the additional capital we may need and the terms on which we raise it, and general market and economic conditions. Some of these factors are beyond our control. Broad market fluctuations may lower the market price of our common stock and affect the volume of trading in our stock, regardless of our financial condition, results of operations, business or prospects. The closing price of our common stock as reported on the NYSE American had a high price of $1.05 and a low price of $0.36 in the 52-week period ended December 31, 2019 and a high price of $1.49 and a low price of $0.39 from January 1, 2020 through January 27, 2021. Among the factors that may cause the market price of our common stock to fluctuate are the risks described under the heading in this “Risk Factors” in this prospectus section and in “Part I—Item 1A—Risk Factors” other factors, including: ● results of preclinical and clinical studies of our most recent report on Form 10-K filed with product candidates or those of our competitors; ● regulatory or legal developments in the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These U.S. and other factors could cause results countries, especially changes in laws and regulations applicable to differ materially from those expressed in the estimates made our product candidates; ● actions taken by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development regulatory agencies with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion , clinical studies, manufacturing process or sales and marketing terms; ● introductions and announcements of new products by us or our competitors, and the timing of these introductions or announcements; ● announcements by us or our competitors of significant acquisitions or other strategic transactions or capital commitments; ● fluctuations in our quarterly operating results or the operating results of our competitors; ● variance in our financial performance from the expectations of investors; ● changes in the estimation of the net proceeds future size and growth rate of our markets; ● changes in accounting principles or changes in interpretations of existing principles, which could affect our financial results; ● failure of our products to license intellectual property achieve or to make acquisitions maintain market acceptance or investments. Pending these usescommercial success; ● conditions and trends in the markets we serve; ● changes in general economic, we may invest industry and market conditions; ● changes in legislation or regulatory policies, practices or actions; ● the commencement or outcome of litigation involving our net proceeds from this offering primarily company, our general industry or both; ● recruitment or departure of key personnel; ● changes in investment grade short- to intermediate-term corporate debt our capital structure, such as future issuances of securities, government-sponsored securities, and foreign government bonds. The specific allocations redemption or conversion of preferred stock or the proceeds we receive from the sale incurrence of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared additional debt; ● actual or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation expected sales of our business and do not anticipate paying any dividends on our common stock in by our stockholders; ● acquisitions and financings; and ● the foreseeable future. Any future determination to declare dividends will be made at the discretion trading volume of our board common stock. In addition, the stock markets, in general, NYSE American and the market for biotech companies in particular, may experience a loss of directors investor confidence. Such loss of investor confidence may result in extreme price and will depend onvolume fluctuations in our common stock that are unrelated or disproportionate to the operating performance of our business, among other factorsfinancial condition or results of operations. These broad market and industry factors may materially harm the market price of our common stock and expose us to securities class action litigation. Such litigation, even if unsuccessful, could be costly to defend and divert management’s attention and resources, which could further materially harm our financial condition, operating results, capital requirements, general business conditions condition and other factors that our board results of directors may deem relevantoperations.

RISK FACTORS. An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained We make forward-looking statements in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 1, 2022 which is incorporated herein by reference, K and may be amended, updated, supplemented or superseded from time to time by annual, quarterly and in other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some casesaddition, members of our senior management make forward-looking statements can be identified by orally in presentations to analysts, investors, the use media and others. Forward-looking statements include statements regarding our objectives and expectations with respect to our financial plan, sales and earnings, merchandising and marketing strategies, acquisitions and dispositions, share repurchases, store opening, renovation, remodeling and expansion, inventory management and performance, liquidity and cash flows, capital structure, capital expenditures, development of our information technology and telecommunications plans and related management information systems, e-commerce initiatives, human resource initiatives and other statements regarding our plans and objectives. In addition, the words ‘‘plans to,’’ ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘project,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘believe,’’ ‘‘forecast,’’ ‘‘can,’’ ‘‘could,’’ ‘‘should,’’ ‘‘will,’’ ‘‘may,’’ or similar expressions may identify forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative statements, but some of these terms or statements may use other comparable terms. However, the absence of these words does not mean that the statements are not forward-lookingphrasing. These forward-looking statements are based on certain assumptions intended to relay our expectations about the future, and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us speak only as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant informationthey are made. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or disclaim any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly or otherwise any of the forward-looking statements after the date of this prospectusto reflect subsequent events, new information or future circumstances. If we do update one or more forwardForward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number statements are not guarantees of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause our actual results to differ materially from those the anticipated or expected results expressed in or suggested by these forward-looking statements. If the estimates made general economy performs poorly, discretionary spending on goods that are, or are perceived to be, ‘‘luxuries’’ may not grow and may decrease. Jewelry purchases are discretionary and may be affected by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise adverse trends in the applicable prospectus supplementgeneral economy (and consumer perceptions of those trends). In addition, a number of other factors affecting consumers such as employment, wages and salaries, business conditions, energy costs, credit availability and taxation policies, for the economy as a whole and in regional and local markets where we expect to use operate, can impact sales and earnings. The economic downturn that began in 2008 has significantly impacted our sales and the net proceeds that we will receive from the sale continuation of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologiesdownturn, and clinical and process development and manufacturing of our product candidates. We may also use particularly its worsening, would have a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends material adverse impact on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends financial condition. The concentration of a substantial portion of our sales in three relatively brief selling periods means that our performance is more susceptible to disruptions. A substantial portion of our sales are derived from three selling periods—Holiday (Christmas), Valentine’s Day and Mother’s Day. Because of the briefness of these three selling periods, the opportunity for sales to recover in the event of a disruption or other difficulty is limited, and the impact of disruptions and difficulties can be significant. For instance, adverse weather (such as a blizzard or hurricane), a significant interruption in the receipt of products (whether because of vendor or other product problems), or a sharp decline in mall traffic occurring during one of these selling periods could materially impact sales for the affected period and, because of the importance of each of these selling periods, commensurately impact overall sales and earnings. Most of our sales are of products that include diamonds, precious metals and other commodities. A substantial portion of our purchases and sales occur outside the United States. Fluctuations in the availability and pricing of commodities or exchange rates could impact our ability to obtain, produce and sell products at favorable prices. The supply and price of diamonds in the principal world market are significantly influenced by a single entity, which has traditionally controlled the marketing of a substantial majority of the world’s supply of diamonds and sells rough diamonds to worldwide diamond cutters at prices determined in its sole discretion. The availability of diamonds also is somewhat dependent on the political conditions in diamond-producing countries and on the continuing supply of raw diamonds. Any sustained interruption in this supply could have an adverse affect on our common stock business. We also are affected by fluctuations in the foreseeable futureprice of diamonds, gold and other commodities. A significant change in prices of key commodities could adversely affect our business by reducing operating margins or decreasing consumer demand if retail prices are increased significantly. In addition, foreign currency exchange rates and fluctuations impact costs and cash flows associated with our Canadian operations and the acquisition of inventory from international vendors. A substantial portion of our raw materials and finished goods are sourced in countries generally described as having developing economies. Any future determination to declare dividends will be made at the discretion instability in these economies could result in an interruption of our board supplies, increases in costs, legal challenges and other difficulties. Our sales are dependent upon mall traffic. Our stores and kiosks are located primarily in shopping malls throughout the U.S., Canada and Puerto Rico. Our success is in part dependent upon the continued popularity of directors malls as a shopping destination and the ability of malls, their tenants and other mall attractions to generate customer traffic. Accordingly, a significant decline in this popularity, especially if it is sustained, would substantially harm our sales and earnings. In addition, even assuming this popularity continues, mall traffic can be negatively impacted by weather, gas prices and similar factors. We operate in a highly competitive and fragmented industry. The retail jewelry business is highly competitive and fragmented, and we compete with nationally recognized jewelry chains as well as a large number of independent regional and local jewelry retailers and other types of retailers who sell jewelry and gift items, such as department stores and mass merchandisers. We also compete with internet sellers of jewelry. Because of the breadth and depth of this competition, we are constantly under competitive pressure that both constrains pricing and requires extensive merchandising efforts in order for us to remain competitive. Any failure by us to manage our inventory effectively will depend on, among other factors, negatively impact our financial condition, sales and earnings. We purchase much of our inventory well in advance of each selling period. In the event we misjudge consumer preferences or demand, we will experience lower sales than expected and will have excessive inventory that may need to be written down in value or sold at prices that are less than expected, which could have a material adverse impact on our business and financial condition. Any failure of our pricing and promotional strategies to be as effective as desired will negatively impact our sales and earnings. We set the prices for our products and establish product specific and store-wide promotions in order to generate store traffic and sales. While these decisions are intended to maximize our sales and earnings, in some instances they do not. For instance, promotions, which can require substantial lead time, may not be as effective as desired or may prove unnecessary in certain economic circumstances. Where we have implemented a pricing or promotional strategy that does not work as expected, our sales and earnings will be adversely impacted. Because of our dependence upon a small concentrated number of landlords for a substantial number of our locations, any significant erosion of our relationships with those landlords or their financial condition would negatively impact our ability to obtain and retain store locations. We are significantly dependent on our ability to operate stores in desirable locations with capital investment and lease costs that allow us to earn a reasonable return on our locations. We depend on the leasing market and our landlords to determine supply, demand, lease cost and operating resultscosts and conditions. We cannot be certain as to when or whether desirable store locations will become or remain available to us at reasonable lease and operating costs. Several large landlords dominate the ownership of prime malls, and we are dependent upon maintaining good relations with those landlords in order to obtain and retain store locations on optimal terms. From time to time, we do have disagreements with our landlords and a significant disagreement, if not resolved, could have an adverse impact on our business. In addition, any financial weakness on the part of our landlords could adversely impact us in a number of ways, including decreased marketing by the landlords and the loss of other tenants that generate mall traffic. Any disruption in, or changes to, our private label credit card arrangements may adversely affect our ability to provide consumer credit and write credit insurance. We rely on third party credit providers to provide financing for our customers to purchase merchandise and credit insurance through private label credit cards. Any disruption in, or changes to, our credit card agreements would adversely affect our sales and earnings. Significant restrictions in the amount of credit available to our customers could negatively impact our business and financial condition. Our customers rely heavily on financing provided by credit card companies to purchase our merchandise. The availability of credit to our customers is impacted by numerous factors, including general economic conditions and regulatory requirements relating to the extension of credit. Numerous federal and state laws impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider. Regulations implementing the Credit Card Accountability Responsibility and Disclosure Act of 2009 imposed new restrictions on credit card pricing, finance charges and fees, customer billing practices and payment application that have negatively impacted the availability of credit to our customers. Future regulations or changes in the application of current laws could further impact the availability of credit to our customers. If the amount of available credit provided to our customers is significantly restricted, which recently has been the trend, our sales and earnings would be negatively impacted. We are dependent upon our revolving credit agreement and other third party financing arrangements for our liquidity needs. We have a revolving credit agreement and a Senior Secured Term Loan that contain various financial and other covenants. Should we be unable to fulfill the covenants contained in these loans, we would be unable to fund our operations without a significant restructuring of our business. If the credit markets deteriorate, our ability to obtain the financing needed to operate our business could be adversely impacted. We utilize a revolving credit agreement to finance our working capital requirements, general including the purchase of inventory, among other things. If our ability to obtain the financing needed to meet these requirements was adversely impacted as a result of continued deterioration in the credit markets, our business conditions could be significantly impacted. In addition, the amount of available borrowings under our revolving credit agreement is based, in part, on the appraised liquidation value of our inventory. Any declines in the appraised value of our inventory could impact our ability to obtain the financing necessary to operate our business. Acquisitions and dispositions involve special risk, including the risk that we may not be able to complete proposed acquisitions or dispositions or that such transactions may not be beneficial to us. We have made significant acquisitions and dispositions in the past and may in the future make additional acquisitions and dispositions. Difficulty integrating an acquisition into our existing infrastructure and operations may cause us to fail to realize expected return on investment through revenue increases, cost savings, increases in geographic or product presence and customer reach, and/or other projected benefits from the acquisition. In addition, we may not achieve anticipated cost savings or may be unable to find attractive investment opportunities for funds received in connection with a disposition. Additionally, attractive acquisition or disposition opportunities may not be available at the time or pursuant to terms acceptable to us and we may be unable to complete acquisitions or dispositions. Ineffective accounting controls can have adverse impacts on the Company. Under Federal law, we are required to maintain an effective system of internal controls over financial reporting. Should we not maintain an effective system, it would result in a violation of those laws and could impair our ability to produce accurate and timely financial statements. In turn, this could result in increased audit costs, a loss of investor confidence, difficulties in accessing the capital markets, and regulatory and other actions against us. Any of these outcomes could be costly to both our shareholders and us. Changes in estimates, assumptions and judgments made by management related to our evaluation of goodwill and other long-lived assets for impairment could significantly affect our financial results. Evaluating goodwill and other long-lived assets for impairment is highly complex and involves many subjective estimates, assumptions and judgments by our management. For instance, management makes estimates and assumptions with respect to future cash flow projections, terminal growth rates, discount rates and long-term business plans. If our actual results are not consistent with our estimates, assumptions and judgments by our management, we may be required to recognize impairments. Additional factors that may adversely affect our board of directors financial performance. Increases in expenses that are beyond our control including items such as increases in interest rates, inflation, fluctuations in foreign currency rates, higher tax rates and changes in laws and regulations, may deem relevantnegatively impact our operating results. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.

RISK FACTORS. An investment in our securities involves a high degree of risk. Prior We are subject to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement various risks and incorporated by reference herein or therein, you should carefully consider the risks described under the heading “Risk Factors” uncertainties in the applicable prospectus supplement course of our business. The discussion of such risks and any related free writing prospectus, the risks discussed uncertainties may be found under the heading “Item 1A. Risk Factors” Factors in our Annual Report on Form 10-KK for the year ended December 31, filed 2015. Prior to the date of this report, additional risk factors related to the acquisition of HSM arose in addition to those previously set forth in our Annual Report on March 1Form 10-K for the year ended December 31, 2022 2015. The additional risk factor is presented below. If foreign ownership of our stock exceeds certain levels, we could be prohibited from operating inland river vessels, which is incorporated herein could materially and adversely affect our business, financial condition, results of operations and cash flows. The Shipping Act of 1916 and Merchant Marine Act of 1920, which we refer to collectively as the Maritime Laws, generally require that vessels engaged in U.S. coastwise trade be owned by referenceU.S. citizens. Among other requirements to establish citizenship, and may entities that own such vessels must be amended, updated, supplemented or superseded from time owned at least 75 percent by U.S. citizens. If we fail to time by annual, quarterly and other reports and documents we file maintain compliance with the SEC Maritime Laws, we would be prohibited from operating vessels in the future U.S. inland waters. Such a prohibition could materially and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our operationsbusiness, financial condition, results of operations and cash flows. See “Where You Can Find More Information” Item 7. Management’s Discussion and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the information included under Item 1. Business, Item 1A. Risk Factors, Item 6. Selected Financial Data and documents we incorporate herein Item 8. Financial Statements and therein by reference, contain, Supplementary Data. Management’s Discussion and we may from time to time make, written or oral “forward-looking statements” within the meaning Analysis of Section 27A Financial Condition and Results of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, Operations includes various forward-looking statements concerning trends or events potentially affecting our business. You can be identified by the use of identify our forward-looking terms statements by words such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expectestimate,” “objective,” “projectionexpect,” “forecast,” “goal,” “guidanceintend,” “outlookplan,” “effortpredict,” “project,” “potential,” “seek,” “target,” “trajectorycould,” “may,” “should,” “would,” “will,” or other similar expressions that convey the negative uncertainty of future events or outcomes. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these terms or other comparable terms. However, the absence of these words does not mean that the statements are accompanied by cautionary language identifying important factors, though not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us necessarily all such factors, which could cause future outcomes to differ materially from those set forth in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forwardPARTNERSHIP OVERVIEW We are a diversified, growth-looking statements attributable oriented MLP formed by MPC to us or any person acting on our behalf own, operate, develop and acquire midstream energy infrastructure assets. We are expressly qualified engaged in their entirety by the cautionary statements contained or referred to in this section. Except as required by lawgathering, we undertake no obligation to update or revise publicly any processing and transportation of natural gas; the forward-looking statements after the date gathering, transportation, fractionation, storage and marketing of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus NGLs and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sourcesgathering, including independent industry publications. In presenting this information, we have also made assumptions based on such data transportation and other similar sources storage of crude oil and on our knowledge of, and our experience to date in, the markets for our refined petroleum products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

RISK FACTORS. An investment Investing in our securities involves a high degree of risksignificant risks. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you You should carefully consider the risks and uncertainties described under the heading “Risk Factors” in the applicable this prospectus supplement and any related free writing prospectusaccompanying prospectus supplement, including the risks discussed under the heading “Risk Factors” risk factors in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Report on March 1Form 10-Q or Current Report on Form 8-K, 2022 which is together with all of the other information appearing in or incorporated herein by reference, and may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future reference into this prospectus and any applicable prospectus supplement, before making an investment decision pursuant to this prospectus and any accompanying prospectus supplement related relating to a particular specific offering. The Our business, financial condition and results of operations could be materially and adversely affected by any or all of these risks and uncertainties we have described are not the only ones we face. Additional or by additional risks and uncertainties not presently known to us or that we currently deem immaterial that may also adversely affect our operationsus in the future. See “Where You Can Find More Information” and “Incorporation by Reference.” NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectusprospectus contains, each and any accompanying prospectus supplement and the information and documents we incorporate herein and therein by reference, will contain, and we may from time to time make, written or oral “forward-looking statements” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or and the Exchange ActPrivate Securities Litigation Reform Act of 1993. Also, documents that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact arewe incorporate by reference into this prospectus, or may be deemed to beincluding documents that we subsequently file with the SEC, will contain forward-looking statements. Although we believe Forward-looking statements are those that we have a reasonable basis for each predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward- looking statements as statements containing the words "may," "will," "could," "should," "expect," "anticipate," "intend," "estimate," "believe," "project," "plan," "assume" or other similar expressions, or negatives of those expressions, although not all forward-looking statement statements contain these identifying words. All statements contained and or incorporated by reference in this prospectus and any prospectus supplementsupplement regarding our business strategy, we caution you that these statements are based on our projections future operations, projected financial position, potential strategic transactions, proposed licensing arrangements, projected sales growth, estimated future revenues, cash flows and profitability, projected costs, potential outcome of litigation, potential sources of additional capital, future prospects, future economic conditions, the future of our industry and results that might be obtained by pursuing management's current plans and objectives are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are You should not limited to, those discussed elsewhere in this prospectus and the risks discussed in place undue reliance on our other filings with the SEC. In some cases, forward-looking statements can be identified by because the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “matters they describe are subject to certain risks, uncertainties and assumptions that are difficult to predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These Our forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information currently available to us and speak only as of the date on the cover of this prospectus, and although we believe such information forms a reasonable basis for such statementsthe date of any prospectus supplement, such information may be limited or incompleteor, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such in the case of forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or reference, the supplement hereto, discuss some date of the factors filing that could contribute to these differencesincludes the statement. Other unknown Over time, our actual results, performance or unpredictable factors also could harm achievements may differ from those expressed or implied by our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable , and such difference might be significant and materially adverse to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this sectionsecurity holders. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this whether as a result of new information, we future events or otherwise. We have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance identified some of the industry in which we operate important factors that could cause future events to differ from our current expectations and they are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—supplements to this prospectus under the caption "Risk Factors” of ," as well as in our most recent report Annual Report on Form 10-K filed K, including under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in other documents that we may file with the SEC on March 1SEC, 2022, all of which is incorporated by reference into you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus. These prospectus and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable any prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

RISK FACTORS. An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, in In addition to carefully considering the other information contained included herein, including the matters addressed in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, the “Special Note Regarding Forward-Looking Statements,” you should carefully consider the following risks described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” before making an investment in our Annual Report on Form 10-K, filed on March 1, 2022 which is incorporated herein by reference, and may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we facesecurities. Additional risks and uncertainties not presently known to us or that we are not currently deem immaterial believed to be important also may also adversely affect our operationsbusiness following the Transactions. See Unless the context indicates otherwise, when we refer to “Where You Can Find More Informationwe,” “us” and “Incorporation by Reference.our” FORWARD-LOOKING STATEMENTS This prospectusfor purposes of this section, each prospectus supplement we are referring to Ducommun and its subsidiaries including XxXxxxx and its subsidiaries following consummation of the XxXxxxx Acquisition. Risks Related to the Notes Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under the notes. After the notes offering and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A application of the Securities Act net proceeds therefrom, we will have a significant amount of indebtedness. As of April 2, 2011, on a pro forma basis, we would have had total indebtedness of $393.3 million, including the notes and Section 21E the principal amount of our New Term Loan Facility, plus, to the Securities Exchange Act extent necessary, limited borrowings, but no greater than $10.0 million, under the New Revolving Credit Facility with the remaining portion of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently such $60.0 million New Revolving Credit Facility available to our managementbe borrowed. All statements other than statements Upon the satisfaction of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference includecertain conditions including, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in agreement of lenders to provide such facilities or commitments, we will also have the option to add one or more incremental term loan facilities or increase commitments under our other filings with the SEC. In some cases, forward-looking statements can be identified New Revolving Credit Facility by the use an aggregate amount of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available up to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby$75.0 million. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not Existing Ducommun Credit Facility and Existing XxXxxxx Credit Facility will be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectusrepaid and terminated at closing. If we do update one not generate sufficient cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as: • refinancing or more forward-looking statements, no inference should be drawn restructuring our debt; • selling assets; • reducing or delaying scheduled expansions and capital investments; or • seeking to raise additional capital. We cannot assure you that we will make additional updates would be able to enter into these alternative financing plans on commercially reasonable terms or at all. Moreover, any alternative financing plans that we may be required to undertake would still not guarantee that we would be able to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the notes, or to obtain alternative financing, could materially and adversely affect our business, results of operations, financial condition and business prospects. Our high level of debt could have important consequences to us and to the holders of the notes, including: • making it more difficult for us to satisfy our obligations with respect to those the notes and our other debt; • the occurrence of an event of default if we fail to satisfy our obligations with respect to the notes or our other forward- looking statements. This prospectus and indebtedness or fail to comply with the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data financial and other similar sources restrictive covenants contained in the indenture governing the notes or agreements governing other indebtedness, which event of default could result in acceleration of the indebtedness outstanding under the indenture and on our knowledge in a default with respect to, and an acceleration of, our other indebtedness and could permit our experience lenders to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates foreclose on any of our assets securing such debt; • limiting our ability to obtain additional financing to fund future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing investments or acquisitions or other general corporate requirements; • requiring a substantial portion of our product candidates. We may also use a portion cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the net proceeds amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes; • increasing our vulnerability to license intellectual property adverse changes in general economic, industry and competitive conditions; • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our New Credit Facilities, bear interest at variable rates, which could further adversely impact our cash flows; • limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete; • restricting us from making strategic acquisitions or causing us to make acquisitions or investmentsnon-strategic divestitures; • impairing our ability to obtain additional financing in the future; • preventing us from raising the funds necessary to repurchase all notes tendered to us upon the occurrence of certain changes of control, which failure to repurchase would constitute an event of default under the indenture governing the notes; • placing us at a disadvantage compared to other, less leveraged competitors; and • increasing our cost of borrowing. Pending The occurrence of any one of these usesevents could have an adverse effect on our business, financial condition, results of operations and ability to satisfy our obligations in respect of our outstanding debt. Despite our current indebtedness levels, we may invest still be able to incur substantially more debt, which could increase the risks associated with the notes. We and our net proceeds from this offering primarily subsidiaries may be able to incur substantial additional indebtedness in investment grade short- the future, which may be secured. While the indenture governing the notes and our New Credit Facilities will limit our ability and the ability of our subsidiaries to intermediate-term corporate debt securitiesincur additional indebtedness, government-sponsored securitiesthese restrictions are subject to a number of qualifications and exceptions and, and foreign government bondsthus, notwithstanding these restrictions, we may still be able to incur substantially more debt. The specific allocations See “Description of Other Indebtedness.” To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness, including an inability to fulfill our obligations under the notes, could increase. We will need to repay or refinance borrowings under our New Credit Facilities prior to maturity of the proceeds notes. Failure to do so could have a material adverse effect upon us. We expect that our New Term Loan Facility and our New Revolving Credit Facility will mature in June 2017 and June 2016, respectively. As of April 2, 2011, on a pro forma basis, we receive from would have had $190.0 million of term loan borrowings under the sale New Term Loan Facility and, to the extent necessary, limited borrowings, but no greater than $10.0 million, under the New Revolving Credit Facility to finance the XxXxxxx Acquisition and fees and expenses related to the Transactions, with the remaining portion of such $60.0 million New Revolving Credit Facility available to be borrowed after the consummation of the Merger. Consequently, prior to the maturity of the notes, we will need to repay, refinance, replace or otherwise extend the maturity of our securities New Credit Facilities. Our ability to repay, refinance, replace or otherwise extend will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend dependent on, among other factorsthings, business conditions, our financial conditionperformance and the general condition of the financial markets. If a financial disruption were to occur at the time that we are required to repay indebtedness outstanding under our New Credit Facilities, operating resultswe could be forced to undertake alternate financings, negotiate for an extension of the maturity of our New Credit Facilities or sell assets and delay capital requirementsexpenditures in order to generate proceeds that could be used to repay indebtedness under our New Credit Facilities. We cannot assure you that we will be able to consummate any such transaction on terms that are commercially reasonable, general business conditions on terms acceptable to us or at all. Our failure to repay, refinance, replace or otherwise extend the maturity of our New Credit Facilities could result in an event of default under the indenture governing the notes and our New Credit Facilities, which could lead to an acceleration or repayment of substantially all of our outstanding debt. We require a significant amount of cash to service our indebtedness. Our ability to generate cash depends upon many factors beyond our control. Our ability to make payments on and to refinance our debt, including the notes, and to fund planned capital expenditures and working capital increases, will depend upon our ability to generate cash in the future. If the Transactions are consummated, our debt service requirements will increase substantially due to the higher principal amount of debt that will be outstanding. Our ability to generate cash is subject to economic, financial, competitive, legislative, regulatory and other factors that may be beyond our board control. We cannot assure you that our business will generate sufficient cash flow from operations in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs. Any inability to generate sufficient cash flow could have a material adverse effect on our financial condition or results of directors may deem relevantoperations.

RISK FACTORS. An investment Investing in our securities the shares of Class A common stock being offered pursuant to this prospectus supplement and the accompanying prospectus involves a high degree of risk. Prior Before deciding whether to making a decision about investing invest in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or thereinClass A common stock, you should consider carefully the risk factors described below. You should carefully consider the risks described and uncertainties discussed under the heading section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, filed on March 1as well as any amendments thereto, 2022 which is are incorporated herein by referencereference into this prospectus supplement, the accompanying prospectus and any applicable prospectus supplement in their entirety, together with other information in this prospectus supplement, the accompanying prospectus and any applicable prospectus supplement, and may be amendedthe documents incorporated by reference herein and therein, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offeringbefore making an investment decision. The These risks and uncertainties we have described are not the only ones we facefacing us. Additional risks and uncertainties not presently known to us that we are unaware of, or that we currently deem immaterial immaterial, also may also become important factors that affect our operationsus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” FORWARD-LOOKING STATEMENTS This prospectusOur business, each prospectus supplement and financial condition or results of operations could be materially adversely affected by the information and documents we incorporate herein and therein by reference, containmaterialization of any of these risks. The trading price of our Class A common stock could decline due to the materialization of any of these risks, and we you may from time to time make, written lose all or oral “forward-looking statements” within the meaning part of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our managementyour investment. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any This prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This accompanying prospectus and the documents incorporated herein by reference in this prospectus also contain market data forward-looking statements that we obtained from industry sources, including independent industry publicationsinvolve risks and uncertainties. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors Actual results could cause results to differ materially from those expressed anticipated in these forward-looking statements as a result of certain factors, including the estimates made by the independent parties and by usrisks described below. We Additional Risks Related to This Offering Our management will retain have broad discretion over in the use of the net proceeds to us from this offering and may allocate the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in ways that you and other stockholders may not approve. Our management will have broad discretion in the use of the net proceeds from this offering including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment grade short- decision to intermediate-term corporate debt securitiesassess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, government-sponsored securities, and foreign government bondstheir ultimate use may vary substantially from their currently intended use. The specific allocations failure of our management to use these funds effectively could have a material adverse effect on our business and cause the market price of our Class A common stock to decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If you purchase shares of our Class A common stock sold in this offering, you may experience immediate and substantial dilution in the net tangible book value of your shares. In addition, we receive from may issue additional equity or additional convertible debt securities in the future, which may result in additional dilution to investors. The price per share of our Class A common stock being offered may be higher than the net tangible book value per share of our outstanding Class A common stock prior to this offering. After giving effect to the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our Class A common stock in the foreseeable futureaggregate amount of $50 million at an assumed offering price of $0.88 per share, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market on August 7, 2024, and after deducting estimated offering commissions payable by us, our net tangible book deficit as of March 31, 2024 would have been $(259.9) million, or $(0.52) per share. Any future determination This represents an immediate increase in net tangible book value of $0.18 per share to declare dividends our existing stockholders and an immediate dilution in net tangible book value of $1.40 per share to new investors in this offering. For a more detailed discussion of the foregoing, see the section titled “Dilution.” To the extent outstanding stock options are exercised or convertible notes are converted, there will be further dilution to new investors. In addition, to the extent we need to raise additional capital in the future and we issue additional shares of Class A common stock or additional securities convertible or exchangeable for our Class A common stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of our Class A common stock offered in this offering. Future sales of substantial amounts of our Class A common stock, or the possibility that such sales could occur, could adversely affect the market price of our Class A common stock. We may issue up to $50 million of Class A common stock from time to time in this offering. The issuance from time to time of shares in this offering, as well as our ability to issue such shares in this offering, could have the effect of depressing the market price or increasing the market price volatility of our Class A common stock. It is not possible to predict the actual number of shares of Class A common stock we will sell under the Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Agreement. The number of shares of Class A common stock that are sold through or to the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the Class A common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our Class A common stock during the sales period. Because the price per share of each share of Class A common stock sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that we will sell or the gross proceeds we will receive 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 of Class A common stock in this offering at different times will likely pay different prices, and 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 Class A common stock sold in this offering. In addition, there is no minimum or maximum sales price for shares of Class A common stock to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the discretion prices they paid. The market price and trading volume of Class A common stock is volatile and could decline significantly. The market price of our board Class A common stock has been and is expected to continue to be volatile and has recently experienced declines. In addition, the trading volume of directors our Class A common stock may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of Class A common stock will depend onnot fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports filed with the SEC; • actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition; • additions and departures of key personnel; • failure to comply with the requirements of Nasdaq, Xxxxxxxx-Xxxxx Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; • publication of research reports about us; • the performance and market valuations of other similar companies; • commencement of, or involvement in, litigation involving us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including COVID-19), natural disasters, war, acts of terrorism or responses to these events. In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our financial conditionmanagement’s attention and resources, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantwhich could have a material adverse effect on us.

RISK FACTORS. An investment Investing in our securities the shares of Class A common stock being offered pursuant to this prospectus supplement and the accompanying prospectus involves a high degree of risk. Prior Before deciding whether to making a decision about investing invest in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or thereinClass A common stock, you should consider carefully the risk factors described below. You should carefully consider the risks described and uncertainties discussed under the heading section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, filed on March 1as well as any amendments thereto, 2022 which is are incorporated herein by referencereference into this prospectus supplement, the accompanying prospectus and any applicable prospectus supplement in their entirety, together with other information in this prospectus supplement, the accompanying prospectus and any applicable prospectus supplement, and may be amendedthe documents incorporated by reference herein and therein, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offeringbefore making an investment decision. The These risks and uncertainties we have described are not the only ones we facefacing us. Additional risks and uncertainties not presently known to us that we are unaware of, or that we currently deem immaterial immaterial, also may also become important factors that affect our operationsus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” FORWARD-LOOKING STATEMENTS This prospectusOur business, each prospectus supplement and financial condition or results of operations could be materially adversely affected by the information and documents we incorporate herein and therein by reference, containmaterialization of any of these risks. The trading price of our Class A common stock could decline due to the materialization of any of these risks, and we you may from time to time make, written lose all or oral “forward-looking statements” within the meaning part of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our managementyour investment. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any This prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This accompanying prospectus and the documents incorporated herein by reference in this prospectus also contain market data forward-looking statements that we obtained from industry sources, including independent industry publicationsinvolve risks and uncertainties. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors Actual results could cause results to differ materially from those expressed anticipated in these forward-looking statements as a result of certain factors, including the estimates made by the independent parties and by usrisks described below. We Additional Risks Related to This Offering Our management will retain have broad discretion over in the use of the net proceeds to us from this offering and may allocate the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in ways that you and other stockholders may not approve. Our management will have broad discretion in the use of the net proceeds from this offering including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment grade short- decision to intermediate-term corporate debt securitiesassess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, government-sponsored securities, and foreign government bondstheir ultimate use may vary substantially from their currently intended use. The specific allocations failure of our management to use these funds effectively could have a material adverse effect on our business and cause the market price of our Class A common stock to decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If you purchase shares of our Class A common stock sold in this offering, you may experience immediate and substantial dilution in the net tangible book value of your shares. In addition, we receive from may issue additional equity or additional convertible debt securities in the future, which may result in additional dilution to investors. The price per share of our Class A common stock being offered may be higher than the net tangible book value per share of our outstanding Class A common stock prior to this offering. After giving effect to the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our Class A common stock in the foreseeable futureaggregate amount of $75 million at an assumed offering price of $8.95 per share, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market on February 28, 2023, and after deducting estimated offering commissions payable by us, our net tangible book value as of December 31, 2022 would have been $6.8 million, or $0.02 per share. Any future determination This represents an immediate increase in net tangible book value of $0.20 per share to declare dividends our existing stockholders and an immediate dilution in net tangible book value of $8.93 per share to new investors in this offering. For a more detailed discussion of the foregoing, see the section titled “Dilution.” To the extent outstanding stock options are exercised or convertible notes are converted, there will be further dilution to new investors. In addition, to the extent we need to raise additional capital in the future and we issue additional shares of Class A common stock or additional securities convertible or exchangeable for our Class A common stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of our Class A common stock offered in this offering. Future sales of substantial amounts of our Class A common stock, or the possibility that such sales could occur, could adversely affect the market price of our Class A common stock. We may issue up to $75 million of Class A common stock from time to time in this offering. The issuance from time to time of shares in this offering, as well as our ability to issue such shares in this offering, could have the effect of depressing the market price or increasing the market price volatility of our Class A common stock. It is not possible to predict the actual number of shares of Class A common stock we will sell under the Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Agreement. The number of shares of Class A common stock that are sold through or to the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the Class A common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our Class A common stock during the sales period. Because the price per share of each share of Class A common stock sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that we will sell or the gross proceeds we will receive 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 of Class A common stock in this offering at different times will likely pay different prices, and 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 Class A common stock sold in this offering. In addition, there is no minimum or maximum sales price for shares of Class A common stock to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the discretion prices they paid. The market price and trading volume of Class A common stock is volatile and could decline significantly. The market price of our board Class A common stock has been and is expected to continue to be volatile and has recently experienced declines. In addition, the trading volume of directors our Class A common stock may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of Class A common stock will depend onnot fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in our Annual Report on Form 10-K for the year ended December 31, 2022; • actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition; • additions and departures of key personnel; • failure to comply with the requirements of Nasdaq, Xxxxxxxx-Xxxxx Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; • publication of research reports about us; • the performance and market valuations of other similar companies; • commencement of, or involvement in, litigation involving us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events. In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our financial conditionmanagement’s attention and resources, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantwhich could have a material adverse effect on us.

RISK FACTORS. An investment in our Before purchasing any of the securities involves a high degree of risk. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider the risks described under the heading “Risk Factors” risk factors incorporated by reference in the applicable this prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in from our Annual Report on Form 10-K, filed on March 1K for the fiscal year ended December 31, 2022 which is incorporated herein by reference, and may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have subsequent updates described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus and Current Reports on Form 8-K, as well as the risks, uncertainties and additional information set forth in our reports filed with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K and in the other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data prospectus. For a description of these reports and documents, and information about where you can find them, see “Additional Information” and “Incorporation of Certain Information by Reference.” Additional risks not presently known or that we obtained from industry sourcespresently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. FORWARD-LOOKING STATEMENTS This prospectus, including independent industry publicationsthe documents that we incorporate by reference, contains forward-looking statements as that term is defined in the federal securities laws. In presenting The events described in forward-looking statements contained in this informationprospectus, including the documents that we have also made assumptions incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. We intend for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such data as “may,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and other “continue,” and their opposites and similar sources expressions are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and on our knowledge of, and our experience are subject to date in, the markets for our products. This data involves a number of assumptions uncertainties, risks and limitationsother influences, and you many of which are cautioned not to give undue weight to such estimates. While we believe beyond our control that may influence the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates accuracy of our future performance the statements and the future performance of projections upon which the industry statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” section on page 8 of this prospectus, in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report Annual Report on Form 10-K filed for the fiscal year ended December 31, 2022 or in other reports we file with the SEC on March 1Securities and Exchange Commission. Any one or more of these uncertainties, 2022, which is incorporated by reference into this prospectus. These risks and other factors influences could cause materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in the estimates made by the independent parties and by usthese forward-looking statements. We will retain broad discretion over undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. You should rely only on the use of the net proceeds to us from the sale of our securities under information in this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared authorized any other person to provide you with different information. If anyone provides you with different or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do inconsistent information, you should not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantrely upon it.

RISK FACTORS. An Your investment in shares of our securities common stock involves a high degree of risksubstantial risks. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement In consultation with your own financial and incorporated by reference herein or thereinlegal advisers, you should carefully consider consider, among other matters, the risks described under the heading “Risk Factors” factors set forth below, in the applicable prospectus supplement and any related free writing accompanying prospectus, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-KK for the year ended December 31, filed on March 1, 2022 which is incorporated herein by reference2021, and may be amended, updated, supplemented or superseded other information that we file from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described SEC, which are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation incorporated by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each reference into this prospectus supplement and the information accompanying prospectus, before deciding whether an investment in shares of our common stock is suitable for you. If any of the risks contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus develop into actual events, our business, financial condition, liquidity, results of operations, FFO, our ability to make cash distributions to holders of our common stock and documents we incorporate herein prospects could be materially and therein by referenceadversely affected, containthe market price of our common stock could decline and you may lose all or part of your investment. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may from time to time makeaffect our financial performance. Some statements in this prospectus supplement, written or oral “forward-looking statements” within including statements in the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934following risk factors, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, constitute forward-looking statements. Although we believe that we have a reasonable basis for each forwardSee the “Forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,Looking Statements” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” supplement and in the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this accompanying prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we Our management will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over in the use of the net proceeds from this offering and may allocate the net proceeds from this offering in ways that you and other stockholders may not approve. Our management will have broad discretion in the use of the net proceeds, including but not limited to us 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 in ways with which you may not agree with or may not otherwise be considered appropriate. 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. The failure of our management to use these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. The number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our common stock. We cannot predict whether future issuances or sales of our common stock or the availability of shares for resale in the open market will decrease the per share trading price of our common stock. The issuance of substantial numbers of shares of our common stock in the public market or the perception that such issuances might occur, the exchange of OP units, for shares of common stock, the issuance of our common stock or OP units in connection with future property, portfolio or business acquisitions and other issuances of our common stock could have an adverse effect on the per share trading price of our common stock. In addition, future issuances of our common stock may be dilutive to existing stockholders. We may be unable to invest a significant portion of the net proceeds of this offering on acceptable terms. Delays in investing the net proceeds of this offering may impair our performance. We cannot assure you that we will be able to identify properties that meet our investment objectives or that any investment we make will produce a positive return. We may be unable to invest the net proceeds of this offering on acceptable terms within the time period that we anticipate or at all, which could adversely affect our financial condition and operating results. You may experience dilution as a result of this offering, 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 and the receipt of the expected net proceeds. The actual amount of dilution from this “at the market offering,” or from any future sale of common pursuant to this offering, will be based on numerous factors, particularly the use of proceeds and any return generated thereby, 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 large number of shares of our common stock in the market in connection with this offering, or otherwise, or as a result of the perception or expectation that such sales could occur. Holders of our senior common stock and preferred stock and future holders of any securities ranking senior to our common stock have dividend and/or liquidation rights that are senior to the rights of the holders of our common stock. Additional issuances of securities senior to our common stock may negatively impact the value of our common stock and further restrict the ability of holders of our common stock to receive dividends and/or liquidation rights. Our capital structure includes senior common stock, which is a separate class of our capital stock that has priority over listed common stock with respect to the payment of distributions. However, it is junior to our Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock with respect to the payment of distributions. Shares of our senior common stock are not listed or traded on a national securities exchange. Holders of shares of senior common stock have the right, but not the obligation, following the fifth anniversary of the issuance of such shares to exchange any or all of such shares of senior common stock for shares of our listed common stock. Furthermore, in the event of our liquidation, each share of senior common stock will be automatically converted to a number of shares of our listed common stock in accordance with the applicable exchange ratio. Therefore, senior common stock will rank pari passu with our listed common stock upon a liquidation, dissolution or winding up of the Company. We have also entered into an At-the-Market Equity Offering Sales Agreement for the sale of up to $100 million of our Series E Preferred Stock, which is senior to the rights of holders of our common stock. If we were to issue a significant amount of shares of our Series E Preferred Stock under that agreement, it could negatively impact the value of our common stock and further restrict the ability of holders of our common stock to receive dividends and/or liquidation rights. In the future, we may attempt to increase our capital resources by making additional offerings of equity securities or issue debt securities. Upon liquidation, holders of our preferred stock, holders of our debt securities, if any, and lenders with respect to other borrowings, including our line of credit, would receive a distribution of our available assets in full prior to the holders of our common stock. Because our decision to issue 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. Thus, our common stockholders bear the risk of our future offerings reducing the per share trading price of our common stock and diluting their interest in us. USE OF PROCEEDS Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by transactions that are deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, by means of ordinary brokers’ transactions that qualify for delivery of a prospectus to Nasdaq in accordance with Rule 153 under the Securities Act or such other sales as may be agreed by us and the Sales Agents, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Unless Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we state otherwise receive may be more or less than the amount of net proceeds estimated in the applicable this prospectus supplement. However, assuming we sell all of the shares of common stock covered by the Sales Agreement, we expect estimate that the total expenses of the offering payable by us, excluding discounts, commissions and reimbursements to the Sales Agents under the Sales Agreement, will be approximately $125,000 which includes our legal, accounting and printing costs and various other fees associated with the offering. We currently intend to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposesoffering to fund pending and future acquisitions, including working capitalthrough the Operating Partnership, of real property or capital expendituresexpenditures and/or improvements to properties in our portfolio, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing in the ordinary course of our product candidatesbusiness and in accordance with our investment objectives. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term pay down our Credit Facility and for other general corporate debt securitiespurposes. As of December 31, government-sponsored securities2021 there was $258.6 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 2.00%, and foreign government bonds$19.5 million outstanding under letters of credit, at a weighted average interest rate of 1.90%. As of February 15, 2022, the maximum additional amount we could draw under the Credit Facility was $24.8 million. We were in compliance with all covenants under the Credit Facility as of December 31, 2021. PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) We have previously entered into the Sales Agreement on December 3, 2019, as amended on February 22, 2022, under which we may issue and sell our shares of common stock from time to time through the Sales Agents. Pursuant to this prospectus supplement and the accompanying prospectus, we may offer and sell up to $63.0 million of our common stock through the Sales Agents. Sales of our shares, if any, under this prospectus supplement and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through Nasdaq or any other existing trading market for our common stock. This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement has been filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into this prospectus supplement. The specific allocations Sales Agents will offer shares of common stock subject to the terms and conditions of the Sales Agreement on any trading day or as otherwise agreed upon by us and the Sales Agents. We will designate the maximum amount and minimum price of shares of common stock to be sold through the Sales Agents on a daily basis or otherwise determine such amounts together with the Sales Agents. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell on our behalf the shares of common stock. We may instruct the Sales Agents not to sell shares of common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We may only instruct one Sales Agent to sell shares of common stock on any single given day. We or the Sales Agents may suspend the offering of shares of common stock being made through the Sales Agents under the Sales Agreement upon proper notice to the other party. The Sales Agents will receive from us a commission of up to 2.0% of the gross sales price per common share for any shares of common stock sold under the Sales Agreement. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such shares of common stock. The Sales Agents will provide written confirmation to us following the close of trading on Nasdaq each day in which shares of common stock are sold by any Sales Agent for us under the Sales Agreement. Each confirmation will include the number of shares of common stock sold on that day, the gross sales price per share, the net proceeds to us, and the compensation payable by us to the Sales Agents. Settlement for sales of shares of common stock will occur, unless the parties agree otherwise, on the second business day that is also a trading day following the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. In connection with the sale of the shares of common stock on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to each of the Sales Agents will be deemed to be underwriting commissions or discounts. We have agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. We estimate that the total expenses of the offering payable by us, excluding discounts and commissions payable to the Sales Agents under the Sales Agreement, will be approximately $125,000. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all of the shares of common stock subject to the Sales Agreement and (2) the termination of the Sales Agreement by the Sales Agents or us. The Sales Agents have from time to time provided, and in the future may provide, certain commercial banking, investment banking and financial advisory services to us and our affiliates, for which they have received, and in the future will receive, customary fees. In particular, an affiliate of Fifth Third Securities, Inc. is currently a lender under our Credit Facility, and Xxxxxx X. Xxxxx & Co. Incorporated will pay a referral fee to an affiliate of The Huntington National Bank, one of the lenders under the Credit Facility, in connection with this offering. We may use a portion of the proceeds we receive from this offering to pay down the sale Credit Facility as further described in “Use of our securities Proceeds.” Accordingly, this offering will be described conducted in accordance with FINRA Rule 5121(a)(1)(B), since our common shares have a bona fide public market, as defined by FINRA Rule 5121(f)(3). To the applicable extent required by Regulation M, the Sales Agents will not engage in any market making activities involving our common shares while the offering is ongoing under this prospectus supplement. DIVIDEND POLICY To dateLEGAL MATTERS Certain legal matters and certain federal income tax matters will be passed upon for us by Bass, we have not declared or paid any cash dividends on our capital stockXxxxx & Xxxx PLC, Nashville, Tennessee. We currently intend to retain all available funds and any future earnings for use in Certain matters of Maryland law, including the operation validity of our business and do not anticipate paying any dividends on our the common stock to be issued in the foreseeable future. Any future determination to declare dividends connection with this offering, will be made at passed upon for us by Xxxxxxx LLP, Baltimore, Maryland. The Sales Agents are being represented in connection with this offering by Xxxxxx LLP, New York, New York. Bass, Xxxxx & Xxxx PLC and Xxxxxx LLP may rely as to certain matters of Maryland law upon the discretion opinion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantXxxxxxx LLP.

RISK FACTORS. An investment in our securities Purchasing GLOZAL CAFE Tokens involves a high degree number of riskpotential risks and uncertainties, including those described below. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you You should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 1, 2022 which is incorporated herein by reference, and may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The these risks and uncertainties we have described are not encourage you to speak with your financial, legal and/or tax advisors as necessary before deciding whether to enter into the only ones we faceCAFE and purchase GLOZAL CAFE Tokens. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectusIn addition, each prospectus supplement this CAFE and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral included herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, or amended (the “Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management”). All These forward-looking statements include all statements other than statements of historical fact are, facts and current status contained or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risksCAFE, including businessstatements regarding our future financial position, regulatoryour business strategy, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SECplans and objectives of management for future operations. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as The words “anticipatebelieve,” “may,” “will,” “estimate,” “believe,” “continue,” “couldanticipate,” “intend,” “may,expect” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements and similar expressions are not intended to identify forward-lookinglooking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- term and long-term business operations and objectives, and financial needs. These forward-looking statements are based on certain involve risks, uncertainties and assumptions and analyses made by us in light related to: significant regulatory uncertainty for digital assets; competition from other financial infrastructure software providers; expectations of our experience revenue growth rate to decline and anticipated downward pressure on our perception of historical trendsoperating margin; fluctuations in our operating results; failure to innovate and provide products and services that are useful to users; and other risks, current conditions uncertainties and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant informationassumptions. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned caution you not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after contained in this CAFE, which speak only as of the date of this prospectushereof. If we do update one or more forward-looking statements, no inference should be drawn We also note that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sourcesdigital assets, including independent industry publications. In presenting this informationassets like the GLOZAL CAFE Tokens are highly speculative in nature, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to involve a high degree of uncertainty risk and risk due should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that Glozal’s investment objectives will be achieved or that a variety of factorssecondary market would ever develop for the GLOZAL CAFE Tokens, including those whether via Glozal itself, via third party registered broker-dealers or otherwise. The risks described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use section should not be considered an exhaustive list of the net proceeds risks that prospective investors should consider before investing in GLOZAL CAFE Tokens. Prospective investors should obtain their own legal and tax advice prior to us making an investment in GLOZAL CAFE Tokens and should be aware that an investment in GLOZAL CAFE Tokens may be exposed to other risks of an exceptional nature from the sale of our securities under this prospectustime to time. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds The following considerations are among those that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologiesshould be carefully evaluated before making an investment in, and clinical agreeing to enter into the CAFE and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantacquire GLOZAL CAFE Tokens.

RISK FACTORS. An investment In this Exhibit C – Risks Factors, we refer to RumbleOn, Inc. as the “Company,” “we,” “us,” and “our,” and similar words. Capitalized terms not defined herein have the meanings set forth in our securities involves a high degree of riskthe Securities Purchase Agreement. Prior to making a decision about investing in our securities, in In addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and or incorporated by reference herein or thereinin this Exhibit, you should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement below and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in incorporated herein by reference to our Annual Report on Form 10-KK for the fiscal year ended December 31, filed on March 1, 2022 which is incorporated herein by reference2017, and may be amendedour subsequent periodic reports, updated, supplemented or superseded from time in evaluating our company and our business before making a decision to time by annual, quarterly and other reports and documents we file with the SEC invest in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we faceour Class B Common Stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may could also materially and adversely affect our financial condition, results of operations, business and prospects. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, containThe trading price of our Class B Common Stock could decline due to any of these risks, and we you may from time lose all or part of your investment. Risks Related to time makethe Proposed Acquisitions (the “Acquisitions”) of Wholesale Holdings, written Inc. and Wholesale Express, LLC (together “Wholesale”) We cannot assure you that the proposed Acquisitions will be completed on a timely basis or oral “forward-looking statements” within at all. There are a number of risks and uncertainties relating to the meaning of Section 27A of Acquisitions. For example, the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact areAcquisitions may not be completed, or may not be deemed completed in the time frame, on the terms or in the manner currently anticipated, as a result of a number of factors, including the failure of the parties to besatisfy one or more of the conditions to closing. There can be no assurance that the conditions to closing of the Acquisitions will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the Acquisitions. In the event the Acquisitions are not consummated, forward-looking statementswe may use the proceeds from the offering of the Shares for working capital and general corporate purposes, which may include purchases of additional inventory held for sale, increased spending on marketing and advertising and capital expenditures necessary to grow the business, and for the repayment of outstanding indebtedness. Although However, we would have broad authority to use such net proceeds for other purposes that may not be accretive to our earnings per share. We may be unable to realize the anticipated synergies related to the Acquisitions, which could have a material adverse effect on our business, financial condition and results of operations. We expect to realize significant synergies related to the Acquisitions. We also expect to incur costs to achieve these synergies. While we believe that we have a reasonable basis for each forward-looking statement contained these synergies are achievable, our ability to achieve such estimated synergies in the amounts and incorporated timeframe expected is subject to various assumptions by reference in this prospectus and any prospectus supplement, we caution you that these statements are our management based on our projections of the future expectations that are subject to known and unknown a number of risks, including businesswhich may or may not be realized, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions as well as the incurrence of other costs in our operations that may offset all or a portion of such synergies and other factors that outside our control. As a consequence, we may cause our actual resultsnot be able to realize all of these synergies within the time frame expected or at all, levels or the amounts of activitysuch synergies could be significantly reduced. In addition, performance or achievements we may incur additional and unexpected costs to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsrealize these synergies. Factors that might cause or contribute Failure to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and achieve the risks discussed in our other filings expected synergies could significantly reduce the expected benefits associated with the SECAcquisitions and adversely affect our business following the Acquisitions. In some cases, forward-looking statements can be identified We have incurred and will continue to incur substantial expenses in connection with the negotiation and consummation of the transactions contemplated by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-lookingTransaction Documents. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developmentscosts, as well as other factors unanticipated costs and expenses, could have a material adverse effect on our financial condition and operating results following the consummation of the Acquisitions and many of these costs will be borne by us even if the Acquisitions are not consummated. Following the consummation of the Acquisitions, we believe are appropriate may be unable to successfully integrate Wholesale’s business and realize the anticipated benefits of the Acquisitions. We and Wholesale currently operate as independent companies. After the closing of the Acquisitions, we will be required to devote significant management attention and resources to integrating the business and operations of Wholesale. Potential difficulties we may encounter in the circumstances. Statements integration process include the following: ● the inability to successfully combine our business and the businesses of Wholesale in a manner that “we believe” results in the anticipated benefits and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as synergies of the date Acquisitions not being realized in the time frame currently anticipated or at all; ● the loss of this prospectussales, customers or business partners of ours or of Wholesale’s as a result of such parties deciding not to continue business at the same or similar levels with us or Wholesale after the Acquisitions; ● challenges associated with operating the combined business in markets and although geographies in which we believe such do not currently operate; ● difficulty integrating our direct sales and distribution channels with Wholesale’s to effectively sell the vehicles of the combined company following the closing of the Acquisitions; ● the complexities associated with managing our company and integrating personnel from Wholesale, resulting in a significantly larger combined company, while at the same time providing high quality services to customers; ● unanticipated issues in coordinating accounting, information forms technology, communications, administration and other systems; ● difficulty addressing possible differences in corporate culture and management philosophies; ● the failure to retain key employees of ours or of Wholesale; ● potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Acquisitions; ● performance shortfalls as a reasonable basis for such statementsresult of the diversion of management’s attention caused by consummating the Acquisitions and integrating Wholesale’s operations; and ● managing the increased debt levels incurred in connection with the Acquisitions. An inability to realize the anticipated benefits and cost synergies of the Acquisitions, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included any delays encountered in this prospectus or the supplement heretointegration process, discuss some could have a material adverse effect on the operating results of the factors that could contribute to these differencescombined company, which may materially adversely affect the value of our Class B Common Stock following the consummation of the Acquisitions. Other unknown or unpredictable factors also could harm In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefit of our results. Consequently, actual results or developments anticipated by us plan for integration may not be realized realized. Actual synergies, if achieved at all, may be lower than what we expect and may take longer to achieve than anticipated. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Acquisitions may be offset by costs incurred or delays in integrating the companies. If we are not able to adequately address these challenges, we may be unable to successfully integrate Wholesale’s operations into our own or, even if substantially realizedwe are able to combine the business operations successfully, to realize the anticipated benefits of the integration of the companies. Our business relationships, those of Wholesale or the combined company may be subject to disruption due to uncertainty associated with the Acquisitions. Parties with which we or Wholesale do business may experience uncertainty associated with the Acquisitions, including with respect to current or future business relationships with us, Wholesale or the combined company. Our and Wholesale’s business relationships may be subject to disruption, as customers, distributors, suppliers, vendors, and others may seek to receive confirmation that their existing business relations with us or Wholesale, as the case may be, will not have be adversely impacted as a result of the expected consequences toAcquisitions or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, Wholesale, or effects on, usthe combined company as a result of the Acquisitions. Given Any of these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting other disruptions could have a material adverse effect on our behalf are expressly qualified in their entirety by or Wholesale’s businesses, financial condition, or results of operations or on the cautionary statements contained business, financial condition or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any results of operations of the forward-looking statements after combined company, and could also have an adverse effect on our ability to realize the date anticipated benefits of this prospectusthe Acquisitions. If we do update one are unable to maintain effective internal control over financial reporting for the combined companies following the Acquisitions, we may fail to prevent or more forward-looking detect material misstatements in our financial statements, no inference should in which case investors may lose confidence in the accuracy and completeness of our financial statements. We and Wholesale currently maintain separate internal control over financial reporting with different financial reporting processes and different process control software. After the closing of the Acquisitions, we plan to integrate our internal control over financial reporting with those of Wholesale. We may encounter difficulties and unanticipated issues in combining our respective accounting systems due to the complexity of the financial reporting processes. We may also identify errors or misstatements that could require audit adjustments. If we are unable to implement and maintain effective internal control over financial reporting following completion of the Acquisitions, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities may decline. Wholesale may have liabilities that are not known, probable or estimable at this time. As a result of the Acquisitions, Wholesale will become subsidiaries of the Company and remain subject to their past, current and future liabilities. There could be drawn unasserted claims or assessments against or affecting Wholesale, including the failure to comply with applicable laws, regulations, orders and consent decrees or infringement or misappropriation of third party intellectual property or other proprietary rights that we will make additional updates with respect failed or were unable to those discover or other forward- looking statements. This prospectus and identify in the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on course of performing our knowledge of, and our experience to date in, the markets for our products. This data involves a number due diligence investigation of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently impreciseWholesale. In addition, projectionsthere are liabilities of Wholesale that are neither probable nor estimable at this time that may become probable or estimable in the future, assumptions including indemnification requests received from customers of Wholesale relating to claims of infringement or misappropriation of third party intellectual property or other proprietary rights, tax liabilities arising in connection with ongoing or future tax audits and estimates liabilities in connection with other past, current and future legal claims and litigation. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our financial results. We may learn additional information about Wholesale that adversely affects us, such as unknown, unasserted, or contingent liabilities and issues relating to compliance with applicable laws or infringement or misappropriation of our future performance and the future performance third party intellectual property or other proprietary rights. As a result of the industry Acquisitions, we and Wholesale may be unable to retain key employees. Our success after the Acquisitions will depend in which we operate are necessarily subject part upon our ability to a high degree retain key employees of uncertainty ours and risk due to Wholesale. Key employees may depart because of a variety of factors, including those described under reasons relating to the heading “Risk Factors” in this prospectus Acquisitions. If we and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with Wholesale are unable to retain key personnel who are critical to the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These successful integration and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use future operations of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplementcombined company, we expect to use could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the net proceeds that we will receive from loss of key personnel could diminish the sale anticipated benefits of the securities under this prospectus for general corporate purposesAcquisitions. EXHIBIT D FORM OF LOCK-UP AGREEMENT October __, including working capital2018 National Securities Corporation 000 Xxxxx Xxxxxx, capital expenditures25th Floor New York, funding continued research New York 10281 Ladies and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.Gentlemen:

RISK FACTORS. An investment Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors discussed in addition the sections entitled “Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended December 31, 2019 under the heading “Item 1A. Risk Factors,” and as described or may be described in any subsequent quarterly report on Form 10-Q under the heading “Item 1A. Risk Factors,” as well as in any applicable prospectus supplement and contained or to carefully considering be contained in our filings with the SEC and incorporated by reference in this prospectus, together with all of the other information contained in this prospectus, in or any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement supplement. For a description of these reports and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 1, 2022 which is incorporated herein by referencedocuments, and may be amendedinformation about where you can find them, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” If any of the risks or uncertainties described in our SEC filings or any prospectus supplement or any additional risks and uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of the value of your investment. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, contains forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, Such forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” include those that express plans, anticipation, intent, contingency, goals, targets or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements future development and/or otherwise are not forward-lookingstatements of historical fact. These forward-looking statements are based on certain assumptions our current expectations and analyses made by us projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements. In some cases, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such you can identify forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled by terminology, such as “Risk Factorsexpects,” the risks discussed under the heading “Risk Factorsanticipates,” in “Part I—Item 1A— Risk Factorsintends,” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factorsestimates,” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus “plans,” “believes,” “seeks,” “may,” “should”, “could” or the supplement hereto, discuss some negative of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those terms or other forward- looking statementssimilar expressions. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sourcesAccordingly, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such these statements involve estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under factors discussed throughout this prospectus. Unless You should read this prospectus and any accompanying prospectus supplement and the documents that we state otherwise reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the applicable date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to above, as well as the risk factors referred to on page 2 of this prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposesand particularly our forward-looking statements, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending by these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantcautionary statements.

RISK FACTORS. An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securitiesOur business, in addition to carefully considering the other information contained in this prospectus, in financial condition or results of operations could be adversely affected by any accompanying prospectus supplement and incorporated by reference herein or therein, you of these risks. You should carefully consider the risks described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks risk factors discussed under the heading “caption "Item 3: Key Information - Risk Factors” " in our Annual Report on Form 1020-KF for the year ended December 31, filed on March 12020, 2022 and in any other filing we make with the SEC subsequent to the date of this prospectus, each of which is incorporated herein by reference, and may be amendedin any supplement to this prospectus, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offeringbefore making your investment decision. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See 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 or results of operations could be seriously harmed. This could cause the trading price of the ADSs to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Where You Can Find More Information” and “Incorporation by ReferenceForward-Looking Statements.” FORWARD-LOOKING STATEMENTS This prospectus, each including the information incorporated by reference into this prospectus, contains, and any prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-include forward- looking statements” statements within the meaning of Section 27A of the Private Securities Act and Section 21E of the Securities Exchange Litigation Reform Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management1995. All These statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to involve known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such the forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, you can identify forward-looking statements can be identified by the use of forward-looking terms such as including “anticipateanticipates,” “estimate,” “believe,” “continuebelieves,” “could,” “intendestimates,” “expects,” “intends,” “may,” “might,” “seek,” “planplans,” “potential,” “predictpredicts,” “projects,” “should,” “will,” “expectwould,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on certain assumptions and analyses made by us in light of our experience subject to risks and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstancesuncertainties. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements You should not be read put undue reliance on any forward-looking statements. Unless we are required to indicate do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements. Factors that we have conducted a thorough inquiry into, could cause our actual results to differ materially from those expressed or review of, all potentially available relevant information. We intend that implied in such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” include, but are not limited to: • estimates of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in expenses, future revenues, capital requirements and our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus needs for additional financing; • our ability to obtain additional financing; • our receipt and timing of regulatory clarity and approvals for our therapeutic candidates, and the timing of other regulatory filings and approvals; • the initiation, timing, progress, and results of our research, manufacturing, preclinical studies, clinical trials, and other therapeutic candidate development efforts, as well as other disclosures included the extent and number of additional studies that we may be required to conduct; • our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; • our reliance on third parties to conduct key portions of our clinical trials, including data management services, and the potential for those third parties to not perform satisfactorily; • our ability to establish and maintain corporate collaborations; • that products we promote or commercialize may be withdrawn from the market by regulatory authorities and our need to comply with continuing laws, regulations and guidelines to maintain clearances and approvals for our products; • our ability to acquire products approved for marketing in this prospectus the U.S. that achieve commercial success and to maintain our own marketing and commercialization capabilities; • the research, manufacturing, clinical development, commercialization, and market acceptance of our therapeutic candidates or commercial products; • the supplement hereto, discuss some properties and characteristics of our therapeutic candidates and of the factors results observed with our therapeutic candidates in research, preclinical studies or clinical trials; • the implementation of our business model, strategic plans for our business, therapeutic candidates and commercial products; • the impact of other companies and technologies that could contribute compete with us within our industry; • our estimates of the markets, their size, characteristics and their potential for our therapeutic candidates and commercial products and our ability to these differences. Other unknown serve those markets; • the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing or unpredictable factors also could harm violating the intellectual property rights of others; • parties from whom we license or acquire our results. Consequentlyintellectual property defaulting in their obligations toward us; • the failure by a licensor or a partner of ours to meet their respective obligations under our acquisition, actual results in-license or developments anticipated by us may not be realized or, even if substantially realized, may not have other development or commercialization agreements or renegotiate the expected consequences toobligations under such agreements, or effects onif other events occur that are not within our control, ussuch as bankruptcy of a licensor or a partner; • our ability to implement and maintain network systems and controls that are effective at preventing cyber-attacks, malware intrusions, malicious viruses and ransomware threats; and • the impact of the political and security situation in Israel on our business. Given We caution you to carefully consider these uncertainties, prospective investors are cautioned risks and not to place undue reliance on such our forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake assume no obligation to update or revise publicly responsibility for updating any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements. CAPITALIZATION The table below sets forth our total capitalization as of March 31, no inference 2021. The financial data in the following table should be drawn that we will make additional updates read in conjunction with respect to those or other forward- looking statements. This prospectus our financial statements and the documents notes thereto incorporated by reference herein. As of March 31, 2021 Actual U.S. dollars (in this prospectus contain market data that we obtained from industry sourcesthousands) Total debt (1) $ 167,082 Ordinary shares, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number par value NIS 0.01 per share 1,309 Additional paid-in capital 354,057 Accumulated deficit (302,325) Total shareholders’ equity 53,041 Total capitalization $ 220,123 (1) Includes $66,629 thousand of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022current liabilities, which is incorporated by reference into this prospectus. These mainly accounts payable, allowance for deductions from revenues and other factors could cause results to differ materially from those expressed accrued expenses and $100,453 thousand under non-current liabilities, mainly borrowing and payable in the estimates made by the independent parties and by us. We will retain broad discretion over the use respect of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantintangible assets purchase.

RISK FACTORS. An investment Investing in our securities shares of common stock involves a high degree of risk. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you You should carefully consider the risks risks, uncertainties and other factors described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed on March 1, 2022 which is incorporated herein by referenceor will filed with the Securities and Exchange Commission, and may be amended, updated, supplemented or superseded from time in other documents incorporated by reference to time by annual, quarterly and other reports and documents we file our filings with the SEC Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all other information contained or incorporated by reference in the future and any this prospectus supplement and the accompanying base prospectus, including our consolidated financial statements and the related to a particular offeringnotes, before investing in our common stock. If any of these risks materialize, our business, financial condition or results of operations could be materially harmed. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment. The risks and uncertainties we have described describe are not the only ones we facefacing us. Additional risks and uncertainties not presently known to us us, or that we currently deem immaterial immaterial, may also affect impair our business operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectusIf any of these risks were to occur, each prospectus supplement and the information and documents we incorporate herein and therein by referenceour business, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amendedfinancial condition, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements results of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SECoperations would likely suffer. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. Howeverthat event, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light trading price of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that common stock could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitationsdecline, and you are cautioned not could lose all or part of your investment. Risks Related to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We This Offering Our management will retain 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. Our management will have broad discretion as to the use of the net proceeds from any offering by us from 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 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 Pacific Ethanol. 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 any 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 any investors in this offering. In addition, the exercise of outstanding stock options and warrants or the conversion of outstanding shares of our Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock, could result in further dilution of your investment. Sales of a significant 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 common stock. Sales of a substantial number of shares of our common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our securities common stock would have on the market price of our common stock. We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock. We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock. The shares of common stock offered under this prospectusprospectus supplement and the accompanying base prospectus may be sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices. Unless we state otherwise Investors who purchase shares under this prospectus supplement and the accompanying base prospectus 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 at prices lower than the prices they paid. 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 and compliance with applicable prospectus supplementlaw, we expect have the discretion to deliver a sales notice to Xxxxxxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold by Xxxxxxxxxx after we deliver a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares, if any, that will ultimately be issued 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 time 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, investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the as-adjusted net tangible book value per share after this offering. Assuming that an aggregate of 7,389,162 shares of our common stock are sold at an assumed public offering price of $4.06 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on August 12, 2020, for aggregate gross proceeds of $30,000,000, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will experience immediate dilution of $0.29 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. See “Dilution” for a more detailed discussion of the dilution you would incur if you purchase common stock in this offering. USE OF PROCEEDS From time to time, we may sell shares of our common stock pursuant to the sales agreement with Xxxxxxxxxx, which may result in aggregate gross proceeds of up to $30,000,000, or approximately $29,025,000 in proceeds net of Xxxxxxxxxx’x fee and other offering expenses payable by the Company. Because there is no minimum amount of shares of our common stock that must be sold pursuant to our sales agreement with Xxxxxxxxxx, the actual number of shares of our common stock sold and aggregate net proceeds to us are not presently determinable and may be substantially less than the amounts set forth above. We currently intend to use the net proceeds that we will receive from the sale sales of the securities under shares pursuant to this prospectus offering for general corporate purposes, including working capital, capital and capital expenditures. However, funding continued research and development with respect we may use up to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion $20,000,000 of the net proceeds for the reduction of indebtedness under the following credit facilities (i) the term loan credit facility entered into by our subsidiary, Pacific Ethanol Pekin, LLC, or PE Pekin, with Compeer Financial, PCA, or Compeer, which matures on August 20, 2021 and bears interest at a rate per annum equal to license intellectual property the 30-day LIBOR plus 3.75%, (ii) the revolving credit facility entered into by PE Pekin with Compeer, which matures on February 1, 2022 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%, (iii) the term loan credit facility entered into by our subsidiary, Illinois Corn Processing, LLC, or ICP, with Compeer, which matures on September 1, 2021 and bears interest at a rate per annum equal to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediatethe 30-term corporate debt securities, government-sponsored securitiesday LIBOR plus 3.75%, and foreign government bonds. The specific allocations of (iv) the proceeds we receive from revolving credit facility entered into by ICP with Compeer, which matures on September 1, 2021 and bears interest at a rate per annum equal to the sale of our securities will be described in the applicable prospectus supplement30-day LIBOR plus 3.75%. DIVIDEND POLICY To date, we We have not declared or never paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business common stock and do not anticipate paying any intend to pay cash dividends on our common stock in the foreseeable future. Any future determination to declare dividends We anticipate that we will be made at retain any earnings for use in the discretion continued development of our board business. Our current and future debt financing arrangements may limit or prevent cash distributions from our subsidiaries to us, depending upon the achievement of directors certain financial and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board ability to properly service our debt, thereby limiting or preventing us from paying cash dividends on our common stock. In addition, the holders of directors may deem relevantour outstanding Series B Preferred Stock are entitled to dividends of 7% per annum, payable quarterly.

RISK FACTORS. An investment in our securities involves a high degree of riskrisks. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you You should carefully consider the risks risk factors described under the heading “Risk Factors” in the applicable prospectus supplement and any related free writing prospectusbelow, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 1K for the year ended December 31, 2022 which is and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, incorporated herein by referencereference in this prospectus supplement, any amendment or update thereto reflected in subsequent filings with the SEC, including in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and may be amendedall other information contained or incorporated by reference in this prospectus supplement, updated, supplemented or superseded from time to time as updated by annual, quarterly and other reports and documents we file with our subsequent filings under the SEC in the future and any prospectus supplement related to a particular offeringExchange Act. The risks and uncertainties we have described below or incorporated herein by reference are not the only ones we facerelated to our business, the Notes, our common stock or the offering. Additional risks and uncertainties that we are unaware of, that were not presently known to us or that we currently deem believe are immaterial may also become important factors that materially and adversely affect our operationsbusiness. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning The occurrence of Section 27A any of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that risks might cause you to lose all or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use part of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate your investment in the circumstancesNotes or our shares of common stock. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available Risks Relating to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we Offering We have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over in the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our remaining net proceeds from this offering primarily and may not use them effectively. Following the repayment of the indebtedness outstanding under the Loan Agreement, our management will have broad discretion in the application of the remaining net proceeds from this offering, 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 grade short- decision to intermediate-term assess whether the remaining net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the remaining net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our remaining net proceeds in ways that ultimately increase the value of your investment. We expect to use the remaining net proceeds from this offering to fund working capital, capital expenditures and other general corporate debt securities, government-sponsored securities, and foreign government bondspurposes. The specific allocations failure by our management to apply these funds effectively could harm our business. Pending their use, we plan to invest the remaining net proceeds from this offering in high-quality, short-term, interest-bearing obligations, investment-grade instruments or certificates of deposit. These investments may not yield a favorable return to our security holders. If we do not invest or apply the remaining net proceeds from this offering in ways that enhance security holder value, we receive from may fail to achieve expected financial results, which could cause the sale price of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantdecline.

RISK FACTORS. An investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider the risks described specific factors discussed under the heading “Risk Factors” section in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading captioned “Risk Factors,” together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K, K and in “Part II—Item 1A—Risk Factors” in our most recent Quarterly Report on Form 10-Q filed on March 1, 2022 which is subsequent to such Form 10-K that are incorporated herein by reference, and as may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offeringfuture. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral each prospectus supplement contain certain statements that constitute “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, that . The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are based on our management’s beliefs and assumptions and on information currently available intended to our management. All statements other than statements of historical fact are, or may be deemed to be, identify forward-looking statements, but are not the exclusive means of identifying such statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference Those statements appear in this prospectus, any accompanying prospectus supplement and any prospectus supplementthe documents incorporated herein and therein by reference, we caution you that these particularly in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements are based on regarding the intent, belief or current expectations of our projections of the future management that are subject to known and unknown risks, including business, regulatory, economic uncertainties and competitive risks, assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, contingenciesand that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Because forward-looking statements are inherently subject to risks and uncertainties, assumptions some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and other factors that circumstances reflected in the forward-looking statements may cause our not be achieved or occur and actual results, levels of activity, performance or achievements to be results could differ materially different from any future results, levels of activity, performance or achievements expressed or implied by such those projected in the forward-looking statements. Factors that might cause or contribute to a material difference includeExcept as required by applicable law, but are not limited to, those discussed elsewhere in this prospectus including the securities laws of the United States and the risks discussed in our other filings with rules and regulations of the SEC. In some cases, we do not plan to publicly update or revise any forward-looking statements can be identified by the use contained herein after we distribute this prospectus, whether as a result of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” any new information, future events or the negative of these terms or other comparable termsotherwise. HoweverIn addition, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking These statements be subject to the safe harbors created thereby. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective inherently uncertain and investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking unduly rely upon these statements. This prospectus and the documents incorporated by reference in this prospectus may contain market data that we obtained obtain from industry sources, including independent . These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry publications. In presenting this informationsources are reliable, we have also made assumptions do not independently verify the information. The market data may include projections that are based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimatesother projections. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, these assumptions to be reasonable and estimates of our future performance and the future performance sound as of the industry in which we operate are necessarily subject to a high degree date of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause , actual results to may differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantprojections.

RISK FACTORS. An investment The Subscriber represents and warrants that it received a copy of the following Company-provided risk factor disclosure prior to execution of this Agreement, and that the Subscriber fully understands such disclosure: AN INVESTMENT IN THE COMPANY INVOLVES SIGNIFICANT RISK AND IS SUITABLE ONLY FOR INVESTORS WHO ARE CAPABLE OF BEARING SIGNIFICANT RISKS, INCLUDING THE RISK OF LOSS OF A SUBSTANTIAL PART OR ALL OF THEIR INVESTMENT. CAREFUL CONSIDERATION OF THE FOLLOWING RISK FACTORS PROVIDED BY THE COMPANY, AS WELL AS OTHER INFORMATION IN THIS AGREEMENT, IS ADVISABLE PRIOR TO INVESTING. PROSPECTIVE INVESTORS SHOULD READ ALL SECTIONS OF THIS AGREEMENT, AND ARE STRONGLY URGED AND EXPECTED TO CONSULT THEIR OWN LEGAL AND FINANCIAL ADVISERS BEFORE INVESTING IN THE SHARES. Risks Related to Our Business Our ability to generate revenue sufficient to support our operations is uncertain. We were formed as a corporation in May of 2015, as a reorganization of Reviv3 Procare, LLC, which was organized in July 2013, and have only recently begun operations of our hearing protection and enhancement products by acquiring substantially all assets of AXIL, & Associated Brands Inc., for production and sales of hearing protection and enhancement products operating under Reviv3 Acquisition Corporation, a wholly-owned subsidiary. Additionally, we are subject to additional risks associated with early-stage businesses, many of which will be beyond our control. These risks include uncertainty about our ability to produce our revenues, our ability to limit our operational expenses, other operational difficulties, lack of sufficient capital, competition from more advanced companies selling similar services, and unanticipated problems, delays, and expenses relating to the implementation of our business plan. We cannot ensure that we will operate profitably in the future, or that we will have adequate working capital to meet our obligations as they become due. We may encounter difficulties managing any growth, and if we are unable to do so, our business, financial condition and results of operations may be adversely affected. As our operations grow, the simultaneous management of development, production and commercialization across our target markets will become increasingly complex and may result in less than optimal allocation of management and other administrative resources, increase our operating expenses and harm our operating results. Our ability to effectively manage our operations, growth and various projects across our target markets will require us to make additional investments in our securities involves a high degree infrastructure to continue to improve our operational, financial and management controls and our reporting systems and procedures and to attract and retain sufficient numbers of risktalented employees, which we may be unable to do effectively. Prior We may be unable to making a decision about investing successfully manage our expenses in the future, which may negatively impact our securities, in addition to carefully considering the other information contained in this prospectus, gross margins or operating margins in any accompanying prospectus supplement particular quarter. In addition, we may not be able to improve our management information and incorporated by reference herein control systems, including our internal control over financial reporting, to a level necessary to manage our growth and we may discover deficiencies in existing systems and controls that we may not be able to remediate in an efficient or thereintimely manner. We are subject to government regulation which will increase operating costs. The Company’s business is subject to various national and local laws affecting businesses in general. REVIV3 and its subsidiaries’ business is also subject to government laws and regulations governing working conditions, you should carefully consider employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general. Failure of the risks described under Company to comply with applicable government rules or regulations could have a material adverse effect on its financial condition and business operations. We may incur significant debt to finance our operations. There is no assurance that the heading “Risk Factors” Company will not incur debt in the applicable prospectus supplement and any related free writing prospectusfuture, that it will have sufficient funds to repay its indebtedness, or that the Company will not default on its debt, jeopardizing its business viability. Furthermore, the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed on March 1, 2022 which is incorporated herein by reference, and Company may not be amended, updated, supplemented able to borrow or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC raise additional capital in the future and any prospectus supplement related to a particular offeringmeet the Company’s needs or to otherwise provide the capital necessary to conduct its business. The risks and uncertainties we have described are not Company is dependent on the only ones we faceperformance of certain personnel. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and The Company’s success depends substantially on the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning performance of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developmentsits Chief Executive Officer, as well as its subsidiary’s sales and operational staff. Given the Company’s subsidiary is in relatively early stage of development, the Company is dependent on its ability to retain and motivate high quality personnel. Although the Company believes it will be able to engage qualified personnel for such purposes, an inability to do so could materially adversely affect the Company’s ability to market, sell, and enhance its products. While our Chief Executive Officer, Chief Operating Officer, general, operations and marketing managers, are currently devoting their full-time working efforts to the Company, other factors we believe are appropriate employees of the Company may only be available to the Company on a part-time basis. The loss of one or more of its key employees or the Company’s inability to hire and retain other qualified employees, including but not limited to research and development staff, sales staff, field staff, and corporate office support staff, could have a material adverse effect on the Company’s business. The Company has not established consistent methods for determining the consideration paid to management. The consideration being paid by the Company to its officers and its subsidiary’s officers has not been determined based on arm’s length negotiation. While management believes that the current compensation arrangement is fair for the work being performed, there is no assurance that the consideration to management reflects the true market value of the services. Additionally, in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on future, the relevant subject. These statements are based upon information available Company may grant net profits interests to us as its executive officers in addition to stock options, which may further dilute shareholders’ ownership of the date Company. There is no guarantee that the Company will pay dividends to its shareholders. The Company does not anticipate declaring and paying dividends to its shareholders in the near future. It is the Company’s current intention to apply net earnings, if any, in the foreseeable future to increasing its capital base and marketing. Prospective investors seeking or needing dividend income or liquidity should therefore not purchase the Shares. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of this prospectusthe Company’s Common Stock, and although we believe such information forms in any event, a reasonable basis for such statementsdecision to declare and pay dividends is at the sole discretion of the Company’s Board of Directors. Management cannot guarantee that its relationship with the Company does not create conflicts of interest. The relationship of management and its affiliates to the Company could create conflicts of interest. While management has a fiduciary duty to the Company, such information it also determines its compensation from the Company. Management’s compensation from the Company has not been determined pursuant to arm’s-length negotiation. The Company may be limited or incomplete, and our statements should sustain losses that cannot be read recovered through insurance or other preventative measures. There is no assurance that the Company will not incur uninsured liabilities and losses as a result of the conduct of its business. The Company plans to indicate that we have conducted a thorough inquiry intomaintain comprehensive liability and property insurance at customary levels. The Company will also evaluate the availability and cost of business interruption insurance. However, or review ofshould uninsured losses occur, all potentially available relevant informationthe Shareholders could lose their invested capital. We intend that such forward-looking statements may be subject to the safe harbors created therebyliabilities that are not readily identifiable at this time. The sections in this prospectus entitled “Risk Factors,” Company may have liabilities to affiliated or unaffiliated lenders. These liabilities would represent fixed costs we would be required to be pay, regardless of the risks discussed under level of business or profitability experienced by the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” Company. There is no assurance that the Company will be able to pay all of its liabilities. Furthermore, the Company is always subject to the risk of litigation from customers, suppliers, employees, and others because of the nature of its business. Litigation can cause the Company to incur substantial expenses and, if cases are lost, judgments, and awards can add to the Company’s costs. We may be subject to product liability claims and other claims of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some customers and partners. Our products may involve a certain level of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any risk of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus product liability claims and the documents incorporated by reference in this prospectus contain market data that we obtained associated adverse publicity. We may be subject to claims from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for customers or third parties who are injured while using our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions our customers and estimates partners may bring suits against us alleging damages for the failure of our future performance products or services to meet stated claims, specifications or other requirements. Any such suits, even if not successful, could be costly, disrupt the attention of our management and damage our negotiations with other partners and/or customers. Any attempt by us to limit our product liability in our contracts may not be enforceable or may be subject to exceptions. We do not currently have current product liability insurance, and the product liability insurance we plan to acquire may be inadequate to cover all potential liability claims. Insurance coverage is expensive and may be difficult to obtain. Also, insurance coverage may not be available in the future performance on acceptable terms and may not be sufficient to cover potential claims. We cannot be sure that our suppliers who produce our products will have adequate insurance coverage themselves to cover against potential claims. If we experience a large insured loss, it may exceed any insurance coverage limits we have at that time, or our insurance carrier may decline to cover us or may raise our insurance rates to unacceptable levels, any of which could impair our financial position and potentially cause us to go out of business. In the course of business, the Company may incur expenses beyond what was anticipated. The Company may incur substantial cost overruns in the operations of its operating subsidiary (and any other subsidiaries hereafter acquired), including the production of our products. Management is not obligated to contribute capital to the Company. Unanticipated costs may force the Company to obtain additional capital or financing from other sources or may cause the Company to lose its entire investment in the Company if it is unable to obtain the additional funds necessary to implement its business plan. There is no assurance that the Company will be able to obtain sufficient capital to implement its business plan successfully. If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of shareholder investment in the Company is diminished. The Company may be subject to liens if it is unable to pay its debts. If the Company fails to pay for materials and services for its business on a timely basis, the Company’s assets could be subject to materialman’s and mechanic’s liens. The Company may also be subject to lender liens in the event that it defaults on loans from its lenders. The Company will rely on management to execute the business plan and manage the Company’s affairs. Under applicable state corporate law and the By-Laws of the industry in which we operate are necessarily subject to a high degree of uncertainty Company, the officers and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use directors of the net proceeds Company have the power and authority to us manage all aspects of the Company’s business. Shareholders must be willing to entrust all aspects of the Company’s business to its directors and executive officers. There is no assurance the Company will always have adequate capital to conduct its business. The Company will have limited capital available to it, to the extent that the Company raises capital from the sale of our securities under this prospectusPrimary Offering. Unless we state otherwise in If the applicable prospectus supplementCompany’s entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, we expect to use then the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our Company’s financial condition, operating results, capital requirements, general results of operations and business conditions and other factors that our board of directors may deem relevantperformance would be materially adversely affected.

RISK FACTORS. An investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider the risks described specific factors discussed under the heading “Risk Factors” section in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading captioned “Risk Factors,” together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K, K and in “Part II—Item 1A—Risk Factors” in our most recent Quarterly Report on Form 10-Q filed on March 1, 2022 which is subsequent to such Form 10-K that are incorporated herein by reference, and as may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offeringfuture. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we our SEC filings that are incorporated by reference into this prospectus contain or incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “reference forward-looking statements” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 19341933, as amended, or the Securities Act, and Section 21E of the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, These forward-looking statements can be identified by involve risks and uncertainties and reflect our current views with respect to, among other things, future events and our financial performance. When used in this report, the use of forward-looking terms such as words “anticipatebelieve,” “may,” “could,” “will,” “estimate,” “believe,” “continue,” “couldanticipate,” “intend,” “mayexpect,” “mightindicate,” “seek,” “plan,” “potential,” “predict,” “should,” “willwould,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements and similar expressions are not intended to identify forward-lookinglooking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions and analyses made by us in light management, many of which, by their nature, are inherently uncertain and beyond our experience control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and our perception of historical trendsare subject to risks, current conditions assumptions, estimates and expected future developments, as well as other factors uncertainties that are difficult to predict. Although we believe are appropriate that the expectations reflected in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These these forward- looking statements are based upon information available to us reasonable as of the date of this prospectus, and although we believe such information forms a reasonable basis for such actual results may prove to be materially different from the results expressed or implied by the forward-looking statements, such information may be limited or incomplete, and our statements should not be read . Important factors that could cause actual results to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such differ materially from those in the forward-looking statements be subject include, but are not limited to those summarized below: • the safe harbors created therebyextent to which the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19, and any associated downturn, governmental regulations or restrictions may impact our business, including our research, clinical trials, manufacturing and financial condition; • the extent to which the military conflict between Russia and Ukraine and any associated economic downturn, governmental regulations or restrictions may impact our business, including impacts to our research, clinical trials, manufacturing and financial condition; • a weakened macroeconomic environment, including high inflation rates, and its impact on our business, including impacts to our operating costs and financial condition; • the development plan for our product candidate, XXX-201; • our expectations regarding the potential benefits, activity, effectiveness and safety of our product candidates; • the development plan for our existing pipeline and potential partnership and out-licensing opportunities; • the timing of planned preclinical studies and clinical trials and availability of clinical data from such clinical trials; • the timing of and our ability to obtain regulatory approvals for our product candidates; • the clinical utility of our product candidates; • our plans to leverage our existing technologies to discover and develop additional product candidates; • our intellectual property position; • our ability to enter into strategic collaborations, licensing or other arrangements; • our dependence on collaborators for developing, obtaining regulatory approval for and commercializing product candidates in the collaboration; 3 • our estimates regarding expenses, future revenues, capital requirements and needs for additional financing; • plans to develop and commercialize our product candidates; • our ability to obtain additional funds for our operations; • the rate and degree of market acceptance of any approved product candidates; • the commercialization of any approved product candidates; • the implementation of our business model and strategic plans for our business, technologies and product candidates; • our reliance on third parties to conduct our preclinical studies or any future clinical trials; • our ability to attract and retain qualified key management and technical personnel; • our reliance on third-party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development, preclinical and clinical trial product supplies; and • developments relating to our competitors or our industry. The sections in this prospectus entitled “Risk Factors,” the risks discussed under the heading For additional information regarding known material factors that could cause our actual results to differ from our projected results, please read (i) Part I, Item 1A. “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report the Annual Report on Form 10-K or “for the fiscal year ended December 31, 2021; (ii) Part II— , “Item 1A—1A. Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as for the fiscal quarters ended March 31, 2022 and June 30, 2022; (iii) our reports and registration statements filed from time to time with the SEC, and (iv) other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute public announcements we make from time to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, ustime. Given these uncertainties, prospective investors are cautioned you should not to place undue reliance on such these forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake assume no obligation to update or revise publicly any of the these forward-looking statements after for any reason, even if new information becomes available in the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statementsfuture. This prospectus and the documents incorporated by reference in this prospectus may contain market data that we obtained obtain from industry sources, including independent . These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry publications. In presenting this informationsources are reliable, we have also made assumptions do not independently verify the information. The market data may include projections that are based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimatesother projections. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, these assumptions to be reasonable and estimates of our future performance and the future performance sound as of the industry in which we operate are necessarily subject to a high degree date of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause , actual results to may differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of the proceeds we receive from the sale of our securities will be described in the applicable prospectus supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevantprojections.

RISK FACTORS. An investment Investing in our securities ordinary shares involves a high degree of risk. Prior Before you decide to making a decision about investing participate in our securities, in addition to carefully considering the other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or thereinoffering, you should carefully consider the risks described and uncertainties discussed below and under the heading caption “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, the risks discussed under the heading “Item 3. Key Information— D. Risk Factors” in our Annual Report on Form 10-K2019 annual report, filed on March 1, 2022 which is incorporated herein by referencereference in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and may be amendedinformation about where you can find them, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. See see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written Additional risks not presently known or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained presently consider to be immaterial could subsequently materially and incorporated by reference in this prospectus adversely affect our financial condition, results of operations, business and prospects. If any prospectus supplementof these risks actually occurs, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatorybusiness prospects, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may financial condition or results of operations could be seriously harmed. This could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus and the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light trading price of our experience and our perception ordinary shares to decline, resulting in a loss of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in all or part of your investment. Please also read carefully the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus section above entitled “Risk Factors,Forward-Looking Statements.” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in Risks Related to this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not Offering Our management will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and the documents incorporated by reference in this prospectus contain market data that we obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, 2022, which is incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We will retain broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds to us from the sale of our securities under this prospectusproceeds. Unless we state otherwise in the applicable prospectus supplement, we expect We intend to use the net proceeds that we will receive from the sale of the securities under this prospectus offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including working capital, capital expenditures, funding continued the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with respect which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to products pursue our strategy and technologiesadversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and clinical after deducting commissions and process development estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and manufacturing the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our product candidatesordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We may also use a portion cannot predict the effect, if any, that future issuances or sales of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these usesour securities, we may invest our net proceeds from this offering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds. The specific allocations of or the proceeds we receive from the sale availability of our securities for future issuance or sale, will be described have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. 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 prospectus supplementlaw, 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 through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may 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 number of shares sold 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 delivered to Cantor, 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 the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY To dateSince our inception, we have not declared or paid any cash or other form of dividends on our capital stockordinary shares. We currently intend to retain all available funds and any future earnings proceeds from the sale of securities under this prospectus supplement for use in the operation of our business and do not anticipate paying any currently intend to pay cash dividends on our common stock in the foreseeable futureordinary shares. Any future determination to declare dividends Dividends, if any, on our outstanding ordinary shares will be made at declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend onupon our future operations and earnings, among other factorscapital requirements and surplus, our general financial condition, operating results, capital requirements, general business conditions contractual restrictions and other factors that our board of directors may deem relevant.. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual