Common use of SELLING STOCKHOLDERS Clause in Contracts

SELLING STOCKHOLDERS. Subject to the terms of the Purchase Agreement, the Selling Stockholders may from time to time offer and sell any or all of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”

SELLING STOCKHOLDERS. Subject For additional information regarding the issuances of those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of Common Stock” and “Business Combination of Korro Bio, Inc. and Frequency Therapeutics, Inc.” above. We are registering the shares of common stock in order to permit the terms of selling stockholders to offer the Purchase Agreement, the Selling Stockholders may shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under selling stockholder, based on its ownership of the shares of common stock, as of , 2023. The third column lists the shares of common stock being offered by this prospectus and by the selling stockholders. The fourth column reflects the number of shares of our Common Stock that common stock beneficially owned by each Selling Stockholder will beneficially own after this offering. For purposes selling stockholder, assuming the sale of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Korro Bio, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of July 14, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject For additional information regarding the issuances of those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of Common Stock” and “Business Combination of [●] and [●]” above. We are registering the shares of common stock in order to permit the terms of selling stockholders to offer the Purchase Agreement, the Selling Stockholders may shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under selling stockholder, based on its ownership of the shares of common stock, as of , 2022. The third column lists the shares of common stock being offered by this prospectus and by the selling stockholders. The fourth column reflects the number of shares of our Common Stock that common stock beneficially owned by each Selling Stockholder will beneficially own after this offering. For purposes selling stockholder, assuming the sale of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Disc Medicine, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of [•], 2022 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject The Securities being offered by the selling stockholders are those issued to the terms of the selling stockholders pursuant to that certain Share Purchase Agreement, dated as of December 27, 2022 by and among us and the Selling Stockholders may selling stockholders. We are registering these Securities in order to permit the selling stockholders to offer the shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares Securities by each of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementthe selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by second column lists the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing number of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock Securities beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the Securities. The amounts listed in the third and fourth columns reflect the number of shares of our Common Stock that may be sold being offered by each Selling Stockholder under this prospectus selling stockholder and the number of shares remaining following the sale of our Common Stock that each Selling Stockholder will beneficially own after this offeringsuch shares, respectively. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered The amounts listed do not assume sales by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholder and are subject to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities maximum number of shares that it beneficially ownsmay be resold under this prospectus. The Selling Stockholders selling shareholders may sell or otherwise transfer all, some or none of such shares their Securities in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Registrable Securities understands that the Company has filed or intends to file with the SEC a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended, of Registrable Securities in accordance with the terms of a Registration Rights Agreement, dated [•], 2023 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject We have prepared this prospectus to allow the terms of the Purchase Agreement, the Selling Stockholders may selling stockholders to offer and sell from time to time offer up to [·] common shares. The number of common shares beneficially owned prior to the offering by the selling stockholders in the table below is based on information supplied to us by the selling stockholders, with beneficial ownership determined in accordance with the rules and sell any or all regulations of the shares of our Common Stock set forth below pursuant SEC and includes voting or investment power with respect to this prospectus and the common shares. This information does not necessarily indicate beneficial ownership for any accompanying prospectus supplementother purpose. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing percentage of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by beneficial ownership after this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, offering is based on [·] common shares outstanding as of [●·]. The selling stockholders may sell some, 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, all or none of the common shares of Common Stock covered offered by this prospectus from time to time. We do not know how long the selling stockholders will be beneficially owned by hold the Selling Stockholderscommon shares covered hereby before selling them and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any common shares. In addition, we assume that none of since the Selling Stockholders has date on which the selling stockholders provided the information, the selling stockholders may have sold, transferred or otherwise disposed of, our securities of all or a portion of the common shares in transactions exempt from the registration requirements of the Securities Act. We have determined Any changed information given to us by the selling stockholders will be set forth in prospectus supplements, post-effective amendments or in filings we make with the SEC under the Exchange Act, which are incorporated by reference in this prospectus, if and when necessary. As used in this prospectus, the term “selling stockholder” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a prospectus supplement, and its donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive such common shares in any non-sale transfer after the date of this prospectus. The undersigned beneficial ownership owner of Common Stock (the “Registrable Securities”) of Mind Medicine (MindMed) Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a [registration statement (the “Registration Statement”)][prospectus supplement (the “Prospectus Supplement”)] for the registration under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the resale of the Registrable Securities, in accordance with the rules terms of (i) the Registration Rights Agreement, dated as of March 7, 2024, to which the Company and the undersigned are parties (the “Registration Rights Agreement”) and (ii) the Warrant Exchange Agreement, dated as of October 17, 2024, by and among the Company and the undersigned (the “Exchange Agreement”). Copies of the SEC Registration Rights Agreement and the information is Exchange Agreement are available from the Company upon request at the address set forth below. All capitalized terms not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, defined herein shall have the entity named meanings ascribed thereto in the table has sole voting Registration Rights Agreement or the Exchange Agreement, as applicable. Certain legal consequences arise from being named as a Selling Stockholder in the Registration Statement and sole investment power with respect the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to all consult their own securities that it beneficially owns. The law counsel regarding the consequences of being named or not being named as a Selling Stockholders may sell or otherwise transfer all, some or none of such shares Stockholder in this offering. See “Plan of Distributionthe [Registration Statement and the related prospectus][Prospectus Supplement].”

SELLING STOCKHOLDERS. Subject The selling stockholders acquired shares of common stock from us in an private placement pursuant to the terms an exemption from registration under Section 4(a)(2) of the Purchase AgreementSecurities Act, and/or Rule 506 under Regulation D promulgated thereunder. Under the Selling Stockholders may registration rights agreement by and among us and the selling stockholders, we agreed to file a registration statement with the SEC for the purposes of registering for resale from time to time offer the shares of common stock. The table below lists the selling stockholders and sell any or all other information regarding their ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock offered hereby. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will be common stock beneficially owned by the Selling Stockholdersselling stockholders as of [ ], 202[ ] unless otherwise indicated in the footnotes to the table. In addition, we assume that none The selling stockholders may have sold or transferred some or all of the Selling Stockholders has sold, transferred common stock indicated below and may in the future sell or otherwise disposed of, our securities transfer some or all of the common stock indicated below in transactions exempt from the registration requirements of the Securities ActAct rather than under this prospectus. We have determined beneficial ownership in accordance with The third column lists the rules shares of common stock being offered by this prospectus by the selling stockholders. The fourth column assumes the sale of all of the SEC and shares of common stock offered by the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares of common stock in this offering. See “Plan of Distribution.” Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the selling stockholders have sole voting and investment power with respect to all shares of common stock that they own, subject to applicable community property laws. Beneficial ownership for the purposes of the table below is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Percentage of beneficial ownership is based on [ ] shares of common stock outstanding as of [ ], 202[ ]. The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Korro Bio, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of April 17, 2024 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject This prospectus relates to the terms of the Purchase Agreement, offer and sale by the Selling Stockholders of up to [•] shares of our common stock[, including [•] Shares and [•] Warrant Shares already issued to the Selling Stockholders and [•] Shares and [•] Warrant Shares issuable upon exercise of the Warrants, if any, issuable pursuant to the Subsequent Closing]. We are registering the Securities included in this prospectus pursuant to the Purchase Agreement and Registration Rights Agreement, in order to permit the Selling Stockholders to offer the shares included in this prospectus for resale from time to time. When we refer to the “Selling Stockholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Stockholders’ interests in the Securities after the date of this prospectus. The table below presents information regarding the Selling Stockholders and the shares of our common stock that may be resold by the Selling Stockholders from time to time offer under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholders, and sell any or reflects holdings as of [•], 2023. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred common stock being offered for resale by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by under this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer allsome, some all or none of such the shares being offered for resale in this offering. See We do not know how long the Selling Stockholders will hold the shares before selling them. Except as set forth in the section titled “Plan of Distribution” in this prospectus, we are not aware of any existing arrangements between the Selling Stockholders and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock being offered for resale by this prospectus. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes shares of our common stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares of our common stock beneficially owned by the Selling Stockholders prior to the offering shown in the table below is based on an aggregate of [•] shares of our common stock outstanding on [•], 2023. The fourth column assumes the resale by the Selling Stockholder of all of the shares of common stock being offered for resale pursuant to this prospectus. Please see the section entitled “Plan of Distribution” for further information regarding the Selling Securityholders’ methods of distributing these Securities. For information regarding transactions between us and the Selling Securityholders, see the section entitled “Certain Relationships and Related Party Transactions.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject This prospectus covers shares of our common stock and shares underlying warrants and convertible preferred stock issued in certain financing transactions consummated in 2020 disclosed elsewhere in this prospectus. When we refer to the terms selling stockholders in this prospectus, we mean those persons listed in the table below, as well as the permitted transferees, pledgees, donees, assignees, successors and others who later come to hold any of the Purchase Agreement, the Selling Stockholders selling stockholders’ interests other than through a public sale. The selling stockholders may from time to time offer and sell pursuant to this prospectus any or all of the shares of our Common Stock common stock set forth below in the following table. There is no requirement for the selling stockholders to sell their shares, and we do not know when, or if, or in what amount the selling stockholders may offer the securities for sale pursuant to this prospectus and any accompanying prospectus supplementprospectus. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred table below has been prepared based upon the information furnished to us by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, selling stockholders as of [●______], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Common Stock that 2020. The selling stockholders identified below may be sold by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will supplement this prospectus accordingly. We have determined cannot give an estimate as to whether the selling stockholders will in fact sell any or all of their shares of common stock. To our knowledge and except as noted below or elsewhere in this prospectus, none of the selling stockholders has, or within the past three years has had, any material relationship with us or any of our affiliates. The undersigned beneficial ownership owner of common stock (the “Registrable Securities”) of Better Choice Company Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the rules terms of the SEC Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the information is related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the entity being named as a selling stockholder in the table has sole voting Registration Statement and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distributionthe related prospectus.”

SELLING STOCKHOLDERS. Subject to The table below lists the terms of selling stockholders and other information regarding the Purchase Agreement, the Selling Stockholders may from time to time offer and sell any or all beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under selling stockholder, based on its ownership of the shares of common stock, as of ________, 2024. The third column lists the shares of common stock being offered by this prospectus and by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offeringcommon stock issued to the selling stockholders. For purposes The third column assumes the sale of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Plus Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Selling Stockholders are required to complete and deliver this Questionnaire in order to verify the accuracy of information regarding the Selling Stockholder that is included in the Registration Statement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject to This prospectus supplement covers the terms of the Purchase Agreement, the Selling Stockholders may resale or other disposition from time to time by the selling stockholders of up to [ ] Shares that were issued to the selling stockholders by us in the Private Placement. For a description of the Private Placement, see “Description of Private Placement of Class A Common Stock.” As used in this prospectus supplement, the term “selling stockholders” includes the selling stockholders listed in the table below, together with their respective pledgees, assignees, donees, transferees or successors-in-interest. We are registering the offer and sell any or sale of the Shares held by the selling stockholders to satisfy certain registration obligations that we granted the selling stockholders in connection with the purchase of the Shares. Pursuant to a Registration Rights Agreement, we have agreed to use commercially reasonable efforts to keep the registration statement, of which this prospectus is a part, effective until the earlier to occur of: (i) the date that all registrable securities covered by such registration statement have been sold and (ii) the date on which all of the shares of our Common Stock set forth below pursuant Shares cease to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by be registrable securities as such term is defined in the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firmRegistration Rights Agreement. The following table sets forthforth (i) the name of each selling stockholder, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, (ii) the number of shares of our Common Stock common stock beneficially owned by the selling stockholder, including the Shares, (iii) the number of Shares that may be sold by each Selling Stockholder offered under this prospectus supplement and (iv) the number of shares of our Common Stock common stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will would be beneficially owned by the Selling Stockholders. In addition, we assume that none selling stockholder assuming all of the Selling Stockholders has Shares covered hereby are sold. Other than as stated above, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership is determined in accordance with the rules of the SEC SEC, and includes voting or investment power with respect to our common stock. Except as indicated by the footnotes below, we believe, based on the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated belowfurnished to us, to our knowledge, that the entity holder named in the table below has sole voting and sole investment power with respect to all securities shares of Class A common stock that it they beneficially ownsown, subject to applicable community property laws. The Selling Stockholders selling stockholders may sell or otherwise transfer allsome, some all or none of such the Shares offered by this prospectus from time to time. We do not know how long the selling stockholders will hold the Shares covered hereby before selling them and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any Shares. The registration of the Shares does not necessarily mean that the selling stockholders will sell all or any portion of the Shares covered by this prospectus supplement. The information set forth in the table below is based on [ ] shares of our common stock outstanding as of [ ] and assumes the selling stockholders dispose of all of the Shares covered by this prospectus supplement and do not acquire beneficial ownership of any additional shares of Class A common stock. The information contained in this the table below in respect of the selling stockholders has been obtained from the selling stockholders and has not been independently verified by us, other than the calculation of the percentage of shares of Class A common stock owned prior to and after the offering. See “Plan of Distribution.”[ ](1)

SELLING STOCKHOLDERS. Subject We are registering the shares of our Series A Preferred Stock for resale by the selling stockholder listed below. On August [__], 2023, we issued to the terms selling stockholder 2,400,000 shares of Series A Preferred Stock as partial consideration for the sale by the selling stockholder of a portfolio of 13 properties (the “Portfolio Acquisition”), pursuant to an agreement of purchase and sale (the “Purchase Agreement”) entered into by and among us, our operating partnership, the selling stockholder and each entity identified as a “Seller” on Schedule A of the Purchase Agreement. The issuance of the shares of Series A Preferred Stock was made in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and Regulation D thereunder. In accordance with our obligations under the Purchase Agreement and the Registration Rights Agreement entered into between us and the selling stockholder, we agreed to register the Selling Stockholders may resale of the Series A Preferred Stock offered by the selling stockholder hereby. Copies of the Purchase Agreement and the amendments thereto are attached as exhibits to our [Current Report on Form 8-K filed on [__________], 2023]. The selling stockholder does not currently hold, and has not held within the past three years, any position or office with us or any of our predecessors or affiliates, nor does the selling stockholder currently have, and has not had within the past three years, any other material relationship with us or any of our predecessors or affiliates except as a result of the selling stockholder’s ownership of our Series A Preferred Stock in connection with the Portfolio Acquisition. The information contained in the table below in respect of the selling stockholder has been obtained from time to time offer the selling stockholder and has not been independently verified by us. The information set forth in the following table regarding the beneficial ownership after resale of shares is based upon the assumption that the selling stockholder will sell any or all of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus it and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC supplement and the information is not necessarily indicative of beneficial ownership for any other purposeaccompanying prospectus. Unless otherwise indicated below, to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”Modiv Inc. [2,400,000] [2,400,000](1) 0

SELLING STOCKHOLDERS. Subject to For additional information regarding the terms issuances of the those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of Common Stock” and “Asset Purchase Agreement, ” above. We are registering the Selling Stockholders may shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under selling stockholder, based on its ownership of the shares of common stock, as of , 2023. The third column lists the shares of common stock being offered by this prospectus and by the selling stockholders. The fourth column reflects the number of shares of our Common Stock that common stock beneficially owned by each Selling Stockholder will beneficially own after this offering. For purposes selling stockholder, assuming the sale of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Mirum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of July 14, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject The Securities being offered by the selling stockholders are those issued to the terms of the selling stockholders pursuant to that certain Share Purchase Agreement, dated as of December 27, 2022 by and among us and the Selling Stockholders may selling stockholders. We are registering these Securities in order to permit the selling stockholders to offer the shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares Securities by each of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementthe selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by second column lists the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing number of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock Securities beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the Securities. The amounts listed in the third and fourth columns reflect the number of shares of our Common Stock that may be sold being offered by each Selling Stockholder under this prospectus selling stockholder and the number of shares remaining following the sale of our Common Stock that each Selling Stockholder will beneficially own after this offeringsuch shares, respectively. For purposes of the table below, we have assumed that after this offering, none of the shares of Common Stock covered The amounts listed do not assume sales by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholder and are subject to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities maximum number of shares that it beneficially ownsmay be resold under this prospectus. The Selling Stockholders selling shareholders may sell or otherwise transfer all, some or none of such shares their Securities in this offering. See “Plan of Distribution.” The undersigned beneficial owner of Registrable Securities understands that the Company has filed or intends to file with the SEC a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended, of Registrable Securities in accordance with the terms of a Registration Rights Agreement, dated February 9, 2023 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject For additional information regarding the issuances of those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of Common Stock” and “Business Combination of [•] and [•]” above. We are registering the shares of common stock in order to permit the terms of selling stockholders to offer the Purchase Agreement, the Selling Stockholders may shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under selling stockholder, based on its ownership of the shares of common stock, as of ________, 2023. The third column lists the shares of common stock being offered by this prospectus and by the selling stockholders. The fourth column reflects the number of shares of our Common Stock that common stock beneficially owned by each Selling Stockholder will beneficially own after this offering. For purposes selling stockholder, assuming the sale of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Magenta., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of May 2, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject For additional information regarding the issuances of those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of Common Stock” and “Business Combination of [•] and [•]” above. We are registering the shares of common stock in order to permit the terms of selling stockholders to offer the Purchase Agreement, the Selling Stockholders may shares for resale from time to time offer time. The table below lists the selling stockholders and sell any or all other information regarding the beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under selling stockholder, based on its ownership of the shares of common stock, as of ________, 2022. The third column lists the shares of common stock being offered by this prospectus and by the selling stockholders. The fourth column reflects the number of shares of our Common Stock that common stock beneficially owned by each Selling Stockholder will beneficially own after this offering. For purposes selling stockholder, assuming the sale of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned owner of Registrable Securities (as such term is defined in the Registration Rights Agreement) of Disc Medicine, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of December 28, 2022 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject to The table below lists the terms of selling stockholders and other information regarding the Purchase Agreement, the Selling Stockholders may from time to time offer and sell any or all beneficial ownership of the shares of our Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementcommon stock by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred second column lists the number of shares of common stock beneficially owned by the Selling Stockholders for brokerageeach selling stockholder, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing based on its ownership of the securities. We will bear the costs, fees and expenses incurred in effecting the registration shares of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forthcommon stock, as of [●], 2024, . The third column lists the names of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned common stock being offered by each Selling Stockholderthis prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the number of shares of our Common Stock that may be sold by each Selling Stockholder under this prospectus and common stock issued to the number selling stockholders. The third column assumes the sale of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table below, we have assumed that after this offering, none all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “"Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of Fathom Holdings Inc., a North Carolina corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Selling Stockholders are required to complete and deliver this Questionnaire in order to verify the accuracy of information regarding the Selling Stockholder that is included in the Registration Statement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject The Common Stock being offered by the selling stockholders are those previously issued to the terms selling stockholders. For additional information regarding the issuances of those shares of Common Stock, see “Private Placement of Shares of Common Stock” above. We are registering the Purchase Agreement, shares of Common Stock in order to permit the Selling Stockholders may selling stockholders to offer the shares for resale from time to time offer and sell any or all time. Except for the ownership of the shares of our Common Stocks, the selling stockholders have not had any material relationship with us within the past three years. Notwithstanding the above, a family member of the principal of the Purchaser is an officer of the Company. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock set forth below pursuant to this prospectus and any accompanying prospectus supplementheld by each of the selling stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred second column lists the number of shares of Common Stock beneficially owned by the Selling Stockholders for brokerageeach selling stockholder, accounting, tax or legal services or any other expenses incurred by such Selling Stockholders in disposing based on its ownership of the securities. We will bear the costs, fees and expenses incurred in effecting the registration shares of the securities covered by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forthCommon Stock, as of [●], 2024. The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the names resale of the Selling Stockholders, the aggregate number sum of shares of our Common Stock beneficially owned by each Selling Stockholder, (i) the number of shares of our Common Stock that may be sold by issued to the selling stockholders set forth in “Private Placement of Shares of Common Stock” above, each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes as of the table below, we have assumed that after this offering, none trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration rights agreement. The fourth column assumes the sale of all of the shares of Common Stock covered by this prospectus will be beneficially owned offered by the Selling Stockholders. In addition, we assume that none of the Selling Stockholders has sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, selling stockholders pursuant to our knowledge, the entity named in the table has sole voting and sole investment power with respect to all securities that it beneficially ownsthis prospectus. The Selling Stockholders selling stockholders may sell or otherwise transfer all, some or none of such their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of shares of Common Stock (the “Registrable Securities”) of Safety Shot, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. Subject to the terms of the Purchase Agreement, The common stock being offered by the Selling Stockholders may from time are those previously issued to time offer the Selling Stockholders, and sell any or all those issuable to the Selling Stockholders upon conversion of the shares of our Common Series D Convertible Preferred Stock set forth below pursuant previously issued under the Purchase Agreement. For additional information regarding the issuances of those shares of common stock and shares of Series D Convertible Preferred Stock, see “Acquisition Transaction” above. We are registering the shares of common stock in order to this prospectus and any accompanying prospectus supplement. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by permit the Selling Stockholders to offer the shares for brokerage, accounting, tax or legal services or any other expenses incurred by such resale from time to time. The table below lists the Selling Stockholders in disposing and other information regarding the beneficial ownership of the securities. We will bear the costs, fees and expenses incurred in effecting the registration shares of the securities covered common stock by this prospectus, including all registration and filing fees, listing fees and fees and expenses of our counsel and our independent registered public accounting firm. The following table sets forth, as of [●], 2024, the names each of the Selling Stockholders, the aggregate number of shares of our Common Stock beneficially owned by each Selling Stockholder, . The second column lists the number of shares of our Common Stock that may be sold common stock beneficially owned by each Selling Stockholder under this prospectus and the number of shares of our Common Stock that each Selling Stockholder will beneficially own after this offering. For purposes of the table belowselling shareholder, we have assumed that after this offering, none based on its ownership of the shares of Common common stock and Series D Convertible Preferred Stock, as of , 2021, assuming conversion of the Series D Convertible Preferred Stock covered held by the Selling Stockholders on that date, without regard to any limitations on such conversion. The third column lists the shares of common stock being offered by this prospectus will be beneficially owned by the Selling Stockholders. In addition, we assume that none The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. The undersigned beneficial owner of common stock (the “Registrable Securities”) of EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has sold, transferred filed or otherwise disposed of, our securities in transactions exempt from intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration requirements and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act. We have determined beneficial ownership ”), of the Registrable Securities, in accordance with the rules terms of the SEC Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the information is related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the entity being named as a selling stockholder in the table has sole voting Registration Statement and sole investment power with respect to all securities that it beneficially owns. The Selling Stockholders may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distributionthe related prospectus.”