Common use of CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Clause in Contracts

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type of products; • the impact of cost-saving measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changes, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; • challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; • inflation and the related increases in costs of materials, labor and other costs; • inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; • changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; • new, or developments in existing, litigation, claims or assessments; and • and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update our forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. Any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere speaks only as of the date on which we make it. The risks identified above are not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and financial performance. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in a prospectus supplement and the documents incorporated by reference, may cause actual results to differ materially from those indicated by our forward- looking statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere might not occur. We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and ▇▇▇▇▇▇, ▇▇▇▇▇▇ Face Values, or Face Values, or collectively, ▇▇▇▇▇▇. We also operate Decorist, an online interior design platform that provides personalized home design services. We offer a broad assortment of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇. We also operate Bed Bath & Beyond, buybuy BABY and ▇▇▇▇▇▇ retail stores. Our principal executive office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Our main telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or amended (the “Exchange Act”), including, but not limited to, our progress and anticipated progress towards our long-term objectives and our turnaround plan, as well as more generally the status of our future liquidity and financial condition and our outlook for our 2023 fiscal first quarter. Many of these forward-looking statements can be identified by use of words such as “may, ,” “will, ,” “expect, ,” “anticipate, ,” “approximate, ,” “estimate, ,” “assume, ,” “continue, ,” “model, ,” “project, ,” “plan, ,” “goal, ,” “preliminary, ,” and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: • our ability to use proceeds from this offering to pay down our outstanding obligations under our Credit Facilities and operate our business, risks related to the failure to receive the full amount of the gross proceeds from the offering of the shares contemplated hereby, which we expect will likely force us to file for bankruptcy protection, our ability to regain access to our Credit Facilities, our ability to deliver and execute on our turnaround plan, our potential need to seek additional strategic alternatives, including restructuring or refinancing of our debt, seeking additional debt or equity capital, reducing or delaying our business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code, and the terms, value and timing of any transaction resulting from that process, our ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of “substantial doubt” regarding our ability to continue as a going concern, our ability to increase cash flow to support our operating activities and fund our obligations and working capital needs; • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type types of products; • the impact of cost-saving savings measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changes, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; • challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, carriers and other items; • inflation and the related increases in costs of materials, labor and other costs; • , inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • , uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; • , changes to accounting rules, regulations and tax laws, laws or new interpretations of existing accounting standards or tax laws; • , new, or developments in existing, litigation, claims or assessments; and • and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update our forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. Any forward-looking statement statements we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere speaks speak only as of the date on which we make itthem. The risks identified above are not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and financial performance. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in a this prospectus supplement and the documents incorporated by reference, may cause actual results to differ materially from those indicated by our forward- forward-looking statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere might not occur. We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and ▇▇▇▇▇▇, ▇▇▇▇▇▇ Face Values, or Face Values, or collectively, ▇▇▇▇▇▇. We also operate Decorist, an online interior design platform that provides personalized home design services. We offer a broad assortment of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇. We also operate Bed Bath & Beyond, buybuy BABY and ▇▇▇▇▇▇ retail stores. Our principal executive office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Our main telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the documents incorporated by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or including, but not limited to, our progress and anticipated progress towards our long- term objectives and our turnaround plan, as well as more generally the Exchange Actstatus of our future liquidity and financial condition and our outlook for our 2022 fiscal fourth quarter and 2022 fiscal year. Many of these forward-looking statements can be identified by use of words such as “may, ,” “will, ,” “expect, ,” “anticipate, ,” “approximate, ,” “estimate, ,” “assume, ,” “continue, ,” “model, ,” “project, ,” “plan, ,” “goal, ,” “preliminary, ,” and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: • our ability to deliver and execute on our turnaround plan; the result of the evaluation of strategic alternatives, including restructuring or refinancing of our debt, seeking additional debt or equity capital, reducing or delaying our business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code, and the terms, value and timing of any transaction resulting from that process; our ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of “substantial doubt” regarding our ability to continue as a going concern; our ability to increase cash flow to support our operating activities and fund our obligations and working capital needs; • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type types of products; • the impact of cost-saving savings measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changes, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; • challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any additional strategic transactions and realize the benefits of any acquisitionsany, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; • inflation and the related increases in costs of materials, labor and other costs; • inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; • changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; • new, or developments in existing, litigation, claims or assessments; and • and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update our forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. Any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere speaks only as of the date on which we make it. The risks identified above are not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and financial performance. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in a prospectus supplement and the documents incorporated by reference, may cause actual results to differ materially from those indicated by our forward- looking statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere might not occur. We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, Beyond and buybuy BABY, and ▇▇▇▇▇▇, ▇▇▇▇▇▇ Face Values, or Face Values, or collectively, ▇▇▇▇▇▇. We also operate Decorist, an online interior design platform that provides personalized home design services. We offer a broad assortment of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇ and ▇▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇. We also operate Bed Bath & Beyond, Beyond and buybuy BABY and ▇▇▇▇▇▇ retail stores. Our principal executive office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Our main telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, any prospectus supplement and the accompanying prospectus and the documents incorporated by reference into the prospectus supplement and the accompanying prospectus contain “forward-looking statements statements” by us 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, including, without limitation, statements as to expectations, beliefs and strategies regarding the future. Many Forward-looking statements typically are identified by use of these terms such as “anticipate”, “believe”, “plan”, “expect”, “intend”, “may”, “will”, “should”, “estimate”, “predict”, “potential”, “continue” and similar words although some forward-looking statements can be identified by use are expressed differently. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that time with respect to future events. Forward-looking statements are not forward-looking. Our guarantees of performance and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results and results, levels of activity, performance, achievements or prospects to be materially different from any future financial condition may differ materially from those results, levels of activity, performance or achievements expressed in any such or implied by the forward-looking statements as a result of many factorsstatements. Such factors risks and uncertainties include, without limitation: • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related but are not limited to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type of products; • the impact of cost-saving measures; • our inability to generate sufficient cash to service all of our indebtedness or ● our ability to access additional capital; • changes to our credit rating or successfully manage the terms on which vendors or others will provide us credit; • the impact of strategic changesdemand, including the reaction of customers to such changes; • a challenging overall macroeconomic environment supply, and a highly competitive retailing environment; • risks operational challenges associated with the ongoing effects of the COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as effects on the operations global economy generally; ● our history of losses; ● our suppliers dependence on our largest manufacturing customers; ● potential disruptions in our ability to manufacture our products and other business partners, and the effectiveness those of others or our and governmental actions taken access to raw materials; ● seasonal fluctuations in response to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending demand for the types of merchandise sold by usproducts we manufacture at our manufacturing facility; • challenges in executing ● our omni-channel ability to successfully develop and transformation strategycommercialize our existing products and any new products; ● our ability to secure additional capital, when needed, to support our product development and commercialization programs; ● our ability to compete effectively, including our ability to establish maintain and profitably maintain the appropriate mix of digital and physical presence increase our markets and/or market share in the markets in which we servedo business; • ● our ability to successfully execute protect our store fleet optimization strategiesproprietary rights; ● the general financial and economic uncertainty, fluctuations in consumer confidence and the strength of the U.S. economy, and their impacts on our business including demand for our products; ● our continued ability to comply with regulations relating to our current products and those we manufacture for others, any new products we develop, including our ability to achieve anticipated cost savings effectively respond to changes in laws and to not exceed anticipated costsregulations or the interpretation thereof including changing market rules and evolving federal, state and regional laws and regulations; • and ● our ability to execute attract, retain and motivate our key employees. You are cautioned not to put undue reliance on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; • inflation and the related increases in costs of materials, labor and other costs; • inefficient management of relationships and dependencies on thirdforward-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; • changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; • new, or developments in existing, litigation, claims or assessments; and • and a failure of our business partners to adhere to appropriate laws, regulations or standardslooking statements. Except as otherwise required by law, we do not undertake assume any obligation to update our any forward-looking statements. These statements are based In evaluating an investment in shares of our common stock, you should carefully consider the discussion of risks and uncertainties described under the heading “Risk Factors” contained in this prospectus supplement, and under similar headings in other documents, including in our Annual Report on our management’s beliefs Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 26, 2020, and assumptionsin other filings with the SEC, which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in turn the future, that are based on currently available informationincorporated by reference in this prospectus supplement. These assumptions could prove inaccurateYou should carefully read this prospectus supplement together with the information incorporated by reference in this prospectus supplement as described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference” completely and with the understanding that our actual future results may be materially different from what we expect. Any All subsequent written and oral forward-looking statement we make statements attributable to us or persons acting on our behalf are expressly qualified in this prospectus, any prospectus supplement, the documents their entirety by our cautionary statements. The forward-looking statements included or incorporated by reference or elsewhere speaks herein are made only as of the date on which we make it. The risks identified above are not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and financial performance. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in a of this prospectus supplement and (or as of the documents date of any such document incorporated by reference, may cause actual results to differ materially from those indicated by our forward- looking statements). We have no duty, and do not intend, and undertake no obligation, to update or revise the these forward-looking statements we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewherestatements, except as may be required by law. In light We currently intend to use the net proceeds from this offering for working capital and general corporate purposes, which may include capital expenditures, product development and commercialization expenditures, and acquisitions of companies, businesses, technologies and products within and outside the consumer products industry. The precise amount and timing of the application of these risks proceeds will depend upon a number of factors, such as the timing and uncertaintiesprogress of our product development and commercialization efforts, you should keep in mind that our funding requirements and the future events or circumstances described in any forward-looking statement we make in availability and costs of other funds. As of the date of this prospectus, any prospectus supplement, we cannot specify with certainty all of the documents incorporated by reference or elsewhere might not occurparticular uses for the net proceeds to us from this offering. We are an omni-channel retailer that makes it easy for Accordingly, our customers to feel at home. We sell a wide assortment of merchandise management will have broad discretion in the Hometiming and application of these proceeds. Pending application of the net proceeds as described above, Babywe intend to temporarily invest the proceeds in short-term, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and ▇▇▇▇▇▇, ▇▇▇▇▇▇ Face Values, or Face Values, or collectively, ▇▇▇▇▇▇. We also operate Decorist, an online interior design platform that provides personalized home design services. We offer a broad assortment of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omniinterest-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇bearing instruments.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇. We also operate Bed Bath & Beyond, buybuy BABY and ▇▇▇▇▇▇ retail stores. Our principal executive office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Our main telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectusprospectus supplement, any the accompanying prospectus supplement and the documents we have filed with the SEC that are incorporated by reference herein and therein contain forward-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 amended (the “Exchange Act”). Many of these forwardForward-looking statements can be identified by use concern our current plans, intentions, beliefs, expectations and statements of words future economic performance. Statements containing terms such as “will,” “may, will, ,” “believe,” “do not believe,” “plan,” “expect, ,” “intend,” “estimate,” “anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminary, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure of our suppliers to supply us with the necessary volume and type of products; • the impact of cost-saving measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changes, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers ” and other business partners, and the effectiveness phrases of our and governmental actions taken in response similar meaning are considered to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; • challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; • inflation and the related increases in costs of materials, labor and other costs; • inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; • changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; • new, or developments in existing, litigation, claims or assessments; and • and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update our be forward-looking statements. These Forward-looking statements include, but are not limited to, statements about: · our ability to maintain the listing of our common stock on the Nasdaq Stock Market; · our ability to generate revenues from sales, generate cash from operations, or obtain additional funding to market our vehicles and develop new products; · our ability to successfully implement and effectively manage our outsourced manufacturing, design and development model and achieve any anticipated benefits; · the ability of third party manufacturers to produce our vehicles in accordance with our design and quality specifications, with sufficient scale to satisfy customers and within a reasonable cost; · anticipated timing for the manufacture, design, production, shipping and launch of our vehicles; · the inability of our suppliers to deliver the necessary components for our vehicles at prices and volumes acceptable to our third party manufacturers; · our ability to establish a network of dealers and international distributors to sell and service our vehicles on the timeline we expect; · whether our vehicles will perform as expected; · our facing product warranty claims or product recalls; · our facing adverse determinations in significant product liability claims; · customer adoption of electric vehicles; · the development of alternative technology that adversely affects our business; · increased government regulation of our industry; · tariffs and currency exchange rates; and · the conflict with Russia and Ukraine and the potential adverse effect it may have on the availability of materials used in the manufacturing of batteries for our vehicles. Forward-looking statements are based on our management’s beliefs assumptions and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. Any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere speaks only as of the date on which we make it. The risks identified above are not exhaustive, subject to known and you should be aware that there may be other risks that could adversely affect our business and financial performance. New unknown risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in a prospectus supplement and the documents incorporated by reference, may that could cause actual results to differ materially from those indicated reflected in or implied by our forward- these forward-looking statements. Factors that might cause actual results to differ include, among others, those set forth under “Risk Factors” in this prospectus supplement and those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our most recent Annual Report on Form 10-K and in our future reports filed with the SEC, all of which are incorporated by reference herein. Readers are cautioned not to place undue reliance on any forward- looking statements contained in this prospectus supplement, the accompanying prospectus or the documents we have filed with the SEC that are incorporated by reference herein and therein, which reflect management’s views and opinions only as of their respective dates. We have assume no duty, and do not intend, obligation to update or revise the forward-looking statements we make to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. You should carefully read this prospectus, any prospectus supplement, the documents accompanying prospectus and the information incorporated herein by reference or elsewhereas described under the heading “Incorporation of Documents by Reference,” and the documents that we reference in this prospectus supplement and the accompanying prospectus and have filed as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus are a part with the understanding that our actual future results, except as levels of activity, performance and achievements may be required by lawmaterially different from what we expect. In light We qualify all of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any our forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated statements by reference or elsewhere might not occur. We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and ▇▇▇▇▇▇, ▇▇▇▇▇▇ Face Values, or Face Values, or collectively, ▇▇▇▇▇▇. We also operate Decorist, an online interior design platform that provides personalized home design services. We offer a broad assortment of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇these cautionary statements.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇. We also operate Bed Bath & Beyond, buybuy BABY and ▇▇▇▇▇▇ retail stores. Our principal executive office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Our main telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This prospectus, prospectus and any prospectus supplement supplement, including the documents incorporated by reference herein and therein, and any free writing prospectus that we have authorized for use in connection with this offering contain forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about: ● the impact of global health concerns, including the impact of the current COVID-19 pandemic on the economies and financial markets and the demand for our products; ● state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the U.S.; ● our customer relationships and our substantial dependence on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; ● the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID-19 pandemic; ● our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; ● the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; ● information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; ● the sufficiency of our liquidity and alternate sources of funding, if necessary; ● our ability to realize revenue from customer orders and backlog; ● our ability to operate our business efficiently, manage capital expenditures and costs effectively, and generate cash flow; ● the economy, including its stability in light of the COVID-19 pandemic, and the potential impact it may have on our business, including our customers; ● the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; ● the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; ● competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; ● the effects of the recent change of administrations in the U.S. federal government; ● our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; ● the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”); ● our ability to utilize various relief options enabled by the Coronavirus Aid, Relief and Economic Security Act; ● the limited trading market for our securities and the volatility of market price for our securities; and ● the impact of future sales of our common stock or securities convertible into our common stock on our stock price; and ● and other risks and uncertainties including those listed under the section titled “Risk Factors.” These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. You should read this prospectus and the documents incorporated by reference contain herein completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. In light of the significant risks and uncertainties to which our forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934are subject, you should not place undue reliance on or regard these statements as amendeda representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or the Exchange Actat all. Many We discuss many of these risks in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors.” These forward-looking statements can be identified represent our estimates and assumptions only as of the dates of this prospectus and the documents incorporated by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, preliminaryreference herein and therein, and similar words and phrasesany free writing prospectus, although as applicable, regardless of the absence time of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in delivery of this prospectus or any such forward-looking statements as a result of many factors. Such factors include, without limitation: • general economic conditions including the recent supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; • challenges related to our relationships with our suppliers, including the failure sale of our suppliers to supply us with the necessary volume and type of products; • the impact of cost-saving measures; • our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; • changes to our credit rating or the terms on which vendors or others will provide us credit; • the impact of strategic changessecurities and, including the reaction of customers to such changes; • a challenging overall macroeconomic environment and a highly competitive retailing environment; • risks associated with the ongoing COVID-19 pandemic and the governmental responses to it, including its impacts across our businesses on demand and operations, as well as on the operations of our suppliers and other business partners, and the effectiveness of our and governmental actions taken in response to these risks; • changing consumer preferences, spending habits and demographics; • demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; • challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; • our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; • our ability to execute on any additional strategic transactions and realize the benefits of any acquisitions, partnerships, investments or divestitures; • disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; • damage to our reputation in any aspect of our operations; • the cost of labor, merchandise, logistical costs and other costs and expenses; • potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; • inflation and the related increases in costs of materials, labor and other costs; • inefficient management of relationships and dependencies on third-party service providers; • our ability to attract and retain qualified employees in all areas of the organization; • unusual weather patterns and natural disasters, including the impact of climate change; • uncertainty and disruptions in financial markets; • volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; • changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements; • changes to accounting rules, regulations and tax laws, or new interpretations of existing accounting standards or tax laws; • new, or developments in existing, litigation, claims or assessments; and • and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except except as required by law, we do not undertake any no obligation to update our or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. Any For all forward-looking statement statements, we make in this prospectus, any prospectus supplement, claim the documents incorporated by reference or elsewhere speaks only as protection of the date on which we make it. The risks identified above are not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and financial performance. New risks and uncertainties arise from time to time, and it is impossible safe harbor for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth under the caption “Risk Factors” in a prospectus supplement and the documents incorporated by reference, may cause actual results to differ materially from those indicated by our forward- looking statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any forward-looking statement we make in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere might not occur. We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise contained in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and ▇▇▇▇▇▇, ▇▇▇▇▇▇ Face Values, or Face Values, or collectively, ▇▇▇▇▇▇. We also operate Decorist, an online interior design platform that provides personalized home design services. We offer a broad assortment Private Securities Litigation Reform Act of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇1995.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇. We also operate Bed Bath & Beyond, buybuy BABY and ▇▇▇▇▇▇ retail stores. Our principal executive office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Our main telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇.