Common use of EXPERTS Clause in Contracts

EXPERTS. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain all of the information included set forth in the registration statementstatement and the exhibits and schedules thereto. For further information pertaining with respect to us the Company and our common stock we are offering under this prospectus supplement and the accompanying prospectusits Common Stock, you should refer reference is made to the registration statement and its exhibitsthe exhibits and any schedules filed therewith. Statements contained in this prospectus supplement and as to the accompanying prospectus concerning contents of any of our contracts, agreements contract or other documents document referred to are not necessarily complete. If a complete and in each instance, if such contract or document has been is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is being qualified in all respects by the filed exhibitsuch reference. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s maintains a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may , from which interested persons can electronically access these materials free of charge as soon as reasonably practicable after they are the registration statement, including the exhibits and any schedules thereto and which contains the periodic reports, proxy and information statements and other information that we file electronically filed with or furnished to the SEC. Those filings are We also available to the public on, or accessible through, our maintain an Internet website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, the following documents of 5E Advanced Materials, Inc. as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: Annual Reports on Form 10-K; proxy statements for our annual and special shareholder meetings; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; Forms 3, 4 and 5; Schedules 13G and Schedules 13D; and amendments to those documents. The information on contained on, or that may be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectusor the registration statement of which it forms a part.

EXPERTS. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30December 31, 2022 2019 and 2018 and for the year years then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.)LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock securities being offered by this prospectus supplement and accompanying prospectushereby. This prospectus supplement and the accompanying prospectus prospectus, which constitute a part of the registration statement, do not contain all of the information included set forth in the registration statementstatement or the exhibits and schedules filed therewith. For further information pertaining to about us and our common stock the securities offered hereby, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement and its exhibitsthe exhibits filed thereto. Statements contained in this prospectus supplement and the accompanying prospectus concerning regarding the contents of any of our contracts, agreements contract or any other documents document that is filed as an exhibit to the registration statement are not necessarily complete. If a , and each such statement is qualified in all respects by reference to the full text of such contract or other document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available to the public on the SEC, including us. The SEC’s website Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access In addition, we make available on or through our Internet site copies of these materials free of charge reports as soon as reasonably practicable after they are we electronically filed with file or furnished them to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” Our Internet site can be found at ▇▇▇.▇://▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on contained in, or that can be accessed through, our web site, however, website is notnot incorporated by reference in, and should is not be deemed to bepart of, a part of this prospectus supplement and or the accompanying prospectus.

EXPERTS. The financial statements as and management’s assessment of June 30, 2023 and for the year ended June 30, 2023 effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus prospectus supplement by reference to the American States Water Company’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. American States Water Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The consolidated financial SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including AWR, that file electronically with the SEC. The public can obtain any document that AWR files electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. Our website address is located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. We make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The information contained on or that can be accessed through our website does not constitute part of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingprospectus. We have filed with the SEC a shelf registration statement on Form S-3 under the Securities Act with respect to, among other securities, the SEC to register the common shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of that registration statement and, as permitted by SEC rules, do not contain all of the information included set forth in that registration statement or the exhibits and schedules that are part of that registration statement. For further information pertaining with respect to us and our common stock we are offering under this prospectus supplement and the accompanying prospectusshares, you should please refer to the registration statement and its exhibits. Statements contained in this prospectus supplement the exhibits and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically schedules filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇it.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements of Applied Digital Corporation as of June 30May 31, 2023 and May 31, 2022 and for the year years ended June 30May 31, 2023 and 2022, incorporated in this Prospectus by reference to herein and elsewhere in the Annual Report on Form 10-K for the year ended June 30registration statement, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇▇, LLP, an independent registered public accounting firm, given on the as stated in their report, and have been incorporated herein by reference upon their authority of said firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock Common Stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all prospectus, which is part of the information included registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement securities, reference is made to our SEC filings and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and as to the accompanying contents or provisions of any documents referred to in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If , and in each instance where a contract or copy of the document has been filed as an exhibit to the registration statement, we refer you reference is made to the copy exhibit for a more complete description of the contract or document that has been filedmatters involved. Each statement in this prospectus supplement In addition, registration statements and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and certain other information with the SEC. Our filings made with the SEC electronically are publicly available to the public on through the SEC’s website at ▇▇▇▇://web site athttp://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically filed with or furnished to the SEC. Those filings We are also available subject to the public oninformation and periodic reporting requirements of the Exchange Act, or accessible throughand, our in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained in, or that can be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus. We have included our website address in this prospectus supplement and accompanying prospectussolely as an inactive textual reference.

EXPERTS. The consolidated balance sheets of Matinas BioPharma Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the effectiveness of the Company’s internal control over financial reporting have been audited by EisnerAmper LLP, an independent registered public accounting firm. Such financial statements as and the effectiveness of June 30the Company’s internal control over financial reporting, 2023 and for the year ended June 30, 2023 have been incorporated in this Prospectus herein by reference to the Company’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 2019, and have been so incorporated in reliance on the report reports (which contains contain an explanatory paragraph relating to adverse opinion on the effectiveness of the Company’s ability to continue as a going concern as described in Note 1 to the internal control over financial statementsreporting because of material weaknesses) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this This prospectus supplement and is part of the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 we filed with the Securities and Exchange Commission, or SEC, under the Securities Act with respect toAct, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain all of the information included set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained Whenever a reference is made in this prospectus supplement and the accompanying prospectus concerning to any of our contracts, agreements or other documents, the reference may not be complete, and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents are not necessarily completeincorporated by reference into this prospectus for a copy of such contract, agreement or other document. If You may inspect a contract or document has been filed as an exhibit to copy of the registration statement, we refer you to including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects fees prescribed by the filed exhibitSEC. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings with You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the public reference rooms. Our SEC filings are also available to the public on at no cost from the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements as of June 30Sonim Technologies, 2023 and for the year ended June 30, 2023 Inc. incorporated in this Prospectus Registration Statement on Form S-3 by reference to the from Sonim Technologies, Inc.’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 2023, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇ ▇▇▇▇▇ LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accountingtheir report, which is incorporated herein by reference. The Such consolidated financial statements as of June 30, 2022 and for the year then ended are incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC This prospectus forms part of a registration statement on Form S-3 filed with the SEC under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectusAct. This prospectus supplement and the accompanying prospectus do does not contain all of the information included set forth in the registration statementstatement and the exhibits to the registration statement or the documents incorporated by reference herein and therein. For further information pertaining with respect to us and our common stock we are offering the securities offered under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy registration statement and the exhibits and schedules filed as a part of the contract or document that has been filed. Each registration statement in this prospectus supplement and the accompanying prospectus relating to documents incorporated by reference herein and therein. You should read the actual documents for a contract or document filed as an exhibit is qualified in all respects by more complete description of the filed exhibitrelevant matters. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports reports, proxy statements, and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are We also available to the public on, or accessible through, our maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, annual, quarterly, and current reports, proxy statements, and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained on, or that may be accessed through, our web site, however, website is notnot part of, and should is not be deemed to be, a part of incorporated into this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements of Flux Power Holdings, Inc. as of June 30, 2023 2020 and 2019 and for each of the years in the two-year period ended June 30, 2023 2020 incorporated in this Prospectus prospectus by reference to from the Annual Report Flux Power Holdings, Inc. annual report on Form 10-K for the year ended June 30, 2023 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇ ▇▇▇▇▇ US, LLP, (Squar ▇▇▇▇▇▇ LLP merged with ▇▇▇▇▇ ▇▇▇▇▇ US, LLP on November 1, 2020) an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the their report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firmthereon, incorporated herein by reference, given on and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority of said such firm as experts in auditing accounting and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectusauditing. This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 we filed with the Securities and Exchange Commission, or SEC, under the Securities Act, and do not contain all of the information included set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained Whenever a reference is made in this prospectus supplement and or the accompanying prospectus concerning to any of our contracts, agreements or other documents are documents, the reference may not necessarily be complete. If a contract or document has been filed as an exhibit , and you should refer to the exhibits that are a part of the registration statement, we refer you statement or the exhibits to the copy of the contract reports or document that has been filed. Each statement in other documents incorporated by reference into this prospectus supplement and the accompanying prospectus relating to for a contract copy of such contract, agreement or document filed as an exhibit is qualified in all respects other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the fees prescribed by the filed exhibitSEC. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings with You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, DC. at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the public reference rooms. Our SEC filings are also available to the public on at no cost from the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated included in this Prospectus by reference to the our Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so incorporated 2022, as set forth in reliance on the report (their report, which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended is incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus have been so registration statement. Our financial statements are incorporated by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referenceErnst & Young LLP’s report, given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 S-3, including exhibits and schedules, under the Securities Act Act, with respect to, among other securities, to the shares of common stock offered by this prospectus supplement and accompanying prospectushereby. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. For further information with respect to us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus supplement and prospectus, including documents that we have incorporated by reference, regarding the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document that is filed or incorporated by reference as an exhibit to the registration statement are not necessarily complete. If a , and each such statement is qualified in all respects by reference to the full text of such contract or other document has been filed or incorporated by reference as an exhibit to the registration statement, we refer you . You should review the complete document to the copy evaluate these statements. You may obtain copies of the contract or document that has been filed. Each registration statement in this prospectus supplement and its exhibits via the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitSEC’s ▇▇▇▇▇ database. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including our company, that file electronically with the SEC. Our filings You may obtain documents that we file with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access We also make these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also documents available to the public on, or accessible through, on our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇.▇▇▇. Our website and the information contained or connected to our website is not incorporated by reference into this prospectus. The information contained in, or that can be accessed through, our website is not part of this prospectus. The prospectus included in this filing is part of a registration statement filed by us with the SEC. You may also request a copy of these filings, at no cost, by writing us at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements of Organovo Holdings, Inc. (“Company”) as of June 30and for the years ended March 31, 2023 and for 2022, appearing in the year ended June 30, 2023 incorporated in this Prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended June 30March 31, 2023 2023, have been so incorporated audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., independent registered public accounting firm, as set forth in reliance on the their report (which contains report includes an explanatory paragraph relating to regarding the existence of substantial doubt about the Company’s ability to continue as a going concern as described concern), and have been incorporated herein by reference in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, reliance upon such report given on the authority of said such firm as experts in auditing accounting and accountingauditing, in giving said reports. The consolidated financial We are a reporting company and file annual, quarterly and current reports, proxy statements as of June 30, 2022 and for other information with the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingSEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock securities being offered by under this prospectus supplement and accompanying prospectus. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included set forth in the registration statement and the exhibits to the registration statement. For further information pertaining with respect to us and our common stock we are offering the securities being offered under this prospectus supplement and the accompanying prospectus, we refer you should refer to the registration statement of which this prospectus is a part and its exhibitsthe exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus supplement and as to the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statementstatement or an exhibit to the reports or other documents incorporated by reference into this prospectus, we refer you to please see the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act The SEC maintains an Internet site that contains reports, proxy and file annualinformation statements, quarterly and current reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public on the , including Organovo Holdings, Inc. The SEC’s website Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request a copy of these filings, at no cost, by writing us at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇. We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available at the website of the SEC referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with with, or furnished to to, the SEC. Those filings are also available Information contained on or connected to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is notnot a part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectusthe inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. The consolidated financial statements as of June 30Sonoma Pharmaceuticals, 2023 and for the year ended June 30Inc. appearing in Sonoma Pharmaceuticals, 2023 incorporated in this Prospectus by reference to the Annual Report Inc.’s annual report on Form 10-K for the year ended March 31, 2024, filed on June 3017, 2023 2024, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLC, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC are available to the public on SEC. The address of the SEC’s website at is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. Those filings are also available In addition to the public onforegoing, or accessible through, our we maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Our website content is made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information ▇ copies of our Annual Reports on our web siteForm 10-K, however, is not, Quarterly Reports on Form 10-Q and should not be deemed Current Reports on Form 8-K and any amendments to be, a part of this prospectus supplement and accompanying prospectussuch document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. The consolidated financial statements of Pacific Ethanol as of June 30, 2023 and for the year years ended June 30December 31, 2023 incorporated 2019 and 2018 appearing in this Prospectus by reference to the Pacific Ethanol’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 2019 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act Act, and the rules and regulations promulgated under the Securities Act, with respect to, among other securities, to the shares of common stock securities offered by under this prospectus supplement and accompanying prospectus. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included contained in the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits. For further information pertaining with respect to us and our common stock we are offering the securities offered under this prospectus supplement and the accompanying prospectus, you should refer reference is made to the registration statement and its exhibits. Statements contained in this prospectus supplement exhibits and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitschedules. We are subject to the informational requirements of the Exchange Act and file annualreports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports and other information on Form 8-K with the SEC. Our filings The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers, including Pacific Ethanol, that file electronically with the SEC are available to the public on the SEC. The SEC’s Internet website at address is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our Our Internet website under the heading “Investors” at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on We do not anticipate that we will send an annual report to our web site, however, is not, stockholders until and should not be deemed unless we are required to be, a part do so by the rules of the SEC. All trademarks or trade names referred to in this prospectus supplement and accompanying prospectusare the property of their respective owners.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated included in this Prospectus by reference to the our Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so incorporated in reliance on 2021, and the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the effectiveness of our internal control over financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements reporting as of June 30December 31, 2022 and for the year then ended 2021, as set forth in their reports, which are incorporated by reference in this prospectus supplement and the accompanying prospectus have been so elsewhere in this registration statement. Our consolidated financial statements are incorporated by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referenceErnst & Young LLP’s reports, given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 with the SEC under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus1933. This prospectus supplement and the accompanying prospectus do not contain all is part of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement but the registration statement includes and its incorporates by reference additional information and exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC are available to the public on the SEC’s . The address of that website at ▇▇▇▇://is ▇▇▇.▇▇▇.▇▇▇. You may access these materials We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports, as soon as reasonably practicable after they are we electronically filed with file or furnished furnish such materials to the SEC. Those filings are You may also available to obtain a free copy of these reports in the public onInvestor Relations section of our website, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information Information contained on our web site, however, is notwebsite or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should not read it with the same care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be deemed considered to be, be a part of this prospectus supplement from the date those documents are filed. We have filed with the SEC, and accompanying incorporate by reference in this prospectus.: • our Annual Report on Form 10-K for the year ended December 31, 2021; and • the description of our common stock set forth in Exhibit 4.2 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the termination of any offering of securities offered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus, at no cost, by writing or telephoning us at the following address and number: Investor Relations, Invitae Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇. We will not, however, send exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Carry Forward Securities Carry Forward Securities Equity Common Stock, $0.0001 par value per share 457(p) 415(a)(6) $400,000,000 $400,000,000 0.0001091 $43,640 S-3ASR 333-230053 March 4, 2019 $43,640 Total Offering Amounts $400,000,000 Total Fees Previously Paid $43,640 Total Fee Offsets $43,640 Net Fee Due $—(1)

EXPERTS. The financial statements audited consolidated balance sheet of New Harvest Capital Corporation as of June April 30, 2023 2005 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year ended June April 30, 2023 incorporated 2005 included in this Information Statement/ Proxy Statement/ Prospectus by reference to and elsewhere in the Annual Report on Form 10-K for the year ended June 30, 2023 registration statement have been so incorporated audited by J▇▇▇ ▇▇▇▇ & Co., P.A., independent auditors as indicated in their report with respect thereto, and are included herein in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on upon the authority of said firm as experts in auditing and accountinggiving such reports. The audited consolidated financial statements balance sheet of New Harvest Capital Corporation as of June April 30, 2022 2004 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year then ended incorporated by reference April 30, 2004 included in this prospectus supplement Information Statement/ Proxy Statement/ Prospectus and elsewhere in the accompanying prospectus registration statement have been so incorporated audited by G▇▇▇▇▇▇▇▇, G▇▇▇▇ K▇▇▇▇▇▇ LLP, independent certified public accountants as indicated in their report with respect thereto, and are included herein in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on upon the authority of said firm as experts in auditing giving such reports. The audited balance sheet of Azur International, Inc. as of December 31, 2004, and accountingthe related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended December 31, 2004 and 2003 included in this Information Statement/ Proxy Statement/ Prospectus have been audited by J▇▇▇ ▇▇▇▇ & Co., P.A., independent auditors, as stated in their report appearing herein, and are included in reliance upon the authority of said firm as experts in accounting and auditing. We have filed Harvest files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchanges Commission. You may read and copy any reports, statements or other information that we file with the Commission at the Public Reference Room of the SEC, 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ or by calling the SEC at (800) SEC-0330. These Commission filings are also available to the public from commercial document retrieval services and at the Internet World Wide Web site. The address of the SEC Website is h▇▇▇://▇▇▇.▇▇▇.▇▇▇. 74 Harvest has filed a registration statement on Form S-3 S-4 under the Securities Act with the Securities and Exchange Commission with respect to, among other securities, the shares of to Harvest’s common stock offered by this prospectus supplement and accompanying prospectusto be issued to Azur shareholders in the Share Exchange. This Information Statement/ Proxy Statement/ Prospectus constitutes the prospectus supplement and of Harvest filed as part of the accompanying prospectus do registration statement. This Information Statement/ Proxy Statement/ Prospectus does not contain all of the information included set forth in the registration statementstatement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. For further information pertaining to us and our common stock information, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement statement, including its exhibits and its exhibitsschedules. Statements contained in this prospectus Information Statement/ Proxy Statement/ Prospectus and any accompanying supplement and about the accompanying prospectus concerning provisions or contents of any of our contractscontract, agreements agreement or other documents document referred to are not necessarily complete. If a contract For each of these contracts, agreements or document has been documents filed as an exhibit to the registration statement, we refer you to the copy actual exhibit for a more complete description of the contract or document matters involved. You should not assume that has been filed. Each statement the information in this prospectus supplement and Information Statement/ Proxy Statement/ Prospectus is accurate as of any date other than the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by date on the filed exhibitfront of those documents. We are subject do not intend to the informational requirements of the Exchange Act and file annual, quarterly and current distribute annual reports and other or audited financial statements to our shareholders. This information with the SEC. Our may be found in our filings with the SEC are available Securities and Exchange Commission. THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH OR INCORPORATED INTO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Harvest pursuant to the foregoing provisions or otherwise, Harvest has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public on the SEC’s website at policy as expressed in such act, and is therefore unenforceable. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 STATEMENTS OF OPERATIONS F-4 STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY F-5 STATEMENTS OF CASH FLOWS F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM B▇▇▇ & COMPANY, P.A. Certified Public Accountants 1▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇.▇ ▇▇▇▇ Coral Springs, Florida 33071 Board of Directors and Stockholders New Harvest Capital Corporation We have audited the accompanying balance sheet of New Harvest Capital Corporation as of April 30, 2005 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year than ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The information financial statements of New Harvest Capital Corporation as of April 30, 2004, were audited by other auditors whose report dated August 6, 2004, expressed an unqualified opinion on those statements. We conducted our web siteaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, howeveron a test basis, is notevidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Harvest Capital Corporation as of April 30, 2005 and should not be deemed to bethe results of their operations and their cash flows for the year than ended, a part of this prospectus supplement and accompanying prospectus.in conformity with U.S. generally accepted accounting principles. /s/ B▇▇▇ & COMPANY, P.A. Coral Springs, Florida July 12, 2005

EXPERTS. The financial statements consolidated balance sheet of ▇▇▇▇▇ Energy, Inc. as of June 30March 31, 2023 2016 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30March 31, 2023 incorporated 2016, appearing in this Prospectus by reference to the ▇▇▇▇▇ Energy Inc.’s Annual Report on (Form 10-K K) for the year ended June 30March 31, 2023 2016 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by GBH CPAs, an PC, independent registered public accounting firm, given on the authority of said firm as experts set forth in auditing their report thereon, and accountingincorporated herein by reference. The consolidated financial statements balance sheet of ▇▇▇▇▇ Energy, Inc. as of June 30March 31, 2022 2015 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended incorporated by reference March 31, 2015, appearing in this prospectus supplement and ▇▇▇▇▇ Energy Inc.’s Annual Report (Form 10-K) for the accompanying prospectus year ended March 31, 2016 have been so incorporated in reliance on the report of BDO USAaudited by ▇▇▇▇ & Associates LLP, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. The financial statements of revenues and direct operating expenses of the oil and gas properties acquired from Segundo Resources, LLC (the seller representative for various Sellers) for the years ended March 31, 2016 and 2015 appearing in ▇▇▇▇▇ Energy Inc.’s Current Report on Form 8-K/A (Amendment No. 1) for an event dated August 25, 2016 have been audited by GBH CPAs, PC, independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. Such financial statements and consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm such firms as experts in auditing accounting and accountingauditing. Certain estimates of proved oil reserves for us that are incorporated herein by reference were based upon engineering reports prepared by ▇▇▇▇▇ ▇. ▇▇▇▇▇ Associates, LLC, independent oil and gas consultants. These estimates are included and incorporated herein in reliance on the authority of such firm as an expert in such matters. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free ▇ and on the investor relations page of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information on our web site is not part of this prospectus. You may also read and copy any document we file with the SEC at its public reference facilities at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The You can also obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on our web site, however, is not, and should not be deemed to be, a part the operation of this prospectus supplement and accompanying prospectusthe public reference facilities.

EXPERTS. The consolidated financial statements as of June 30December 31, 2023 2012 and 2011 and for each of the year three years in the period ended June 30December 31, 2023 incorporated 2012 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in this Prospectus by reference to the Annual Management’s Report on Form 10-K for Internal Control over Financial Reporting) as of December 31, 2012 included in the year ended June 30, 2023 accompanying prospectus have been so incorporated included in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 N-2, together with all amendments and related exhibits, under the Securities Act Act, with respect to, among other securities, the shares of common stock to our securities offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the . The registration statement contains additional information about us and its exhibits. Statements contained in our securities being offered by this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitprospectus. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports periodic reports, proxy statements and other information with the SECSEC under the Exchange Act. Our filings You may inspect and copy these reports, proxy statements and other information, as well as the registration statement of which this prospectus supplement and accompanying prospectus form a part and the related exhibits and schedules, at the Public Reference Room of the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇▇▇-▇▇▇-▇▇▇▇. The SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available to the public on the SEC’s Internet website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You Copies of these reports, proxy and information statements and other information may access these materials free of charge as soon as reasonably practicable be obtained, after they are electronically filed with or furnished to paying a duplicating fee, by electronic request at the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.following E-mail address: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102. UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Consolidated Schedule of Investments as of June 30, 2013 (unaudited) S-60 Investments: Non-control/Non-affiliate investments (cost of $1,032,780 and $896,031, respectively) $ 1,027,555 $ 894,428 Affiliate investments (cost of $17,222 and $18,307, respectively) 13,565 11,872 Total investments, at value (cost of $1,050,002 and $914,338, respectively) 1,041,120 906,300 Cash and cash equivalents 133,944 182,994 Restricted Cash 1,658 — Interest receivable 10,245 9,635 Other assets 23,886 24,714 Total assets $ 1,210,853 $ 1,123,643 Accounts payable and accrued liabilities $ 11,402 $ 11,575 Long-term Liabilities (Convertible Senior Note) 71,977 71,436 Asset-Backed Notes 110,270 129,300 2019 Notes 170,364 170,364 Long-term SBA Debentures 225,000 225,000 Total liabilities $ 589,013 $ 607,675 Commitments and Contingencies (Note 9) Common stock, par value 62 53 Capital in excess of par value 662,818 564,508 Unrealized depreciation on investments and other assets (7,204) (7,947) Accumulated realized losses on investments (32,732) (36,916) Distributions in excess of investment income (1,104) (3,730) Total net assets $ 621,840 $ 515,968 Total liabilities and net assets $ 1,210,853 $ 1,123,643 Shares of common stock outstanding ($0.001 par value, 100,000,000 authorized) 61,637 52,925 Net asset value per share $ 10.09 $ 9.75 The following table presents the assets and liabilities of our consolidated variable interest entity (“VIE”). The information on our web site, however, is notassets of the VIE can only be used to settle obligations of the consolidated VIE, and should the creditors (or beneficial interest holders) do not be deemed have recourse to beour general credit. These assets and liabilities are included in the Consolidated Statements of Assets and Liabilities above. Restricted Cash $ 1,658 $ — Total investments, a part at value (cost of this prospectus supplement $206,594 and accompanying prospectus.$0, respectively) 203,869 226,997 Total assets $ 205,527 $ 226,997 Asset-Backed Notes $ 110,270 $ 129,300 Total liabilities $ 110,270 $ 129,300 Investment income: Non-Control/Non-Affiliate investments $ 29,780 $ 20,934 $ 58,099 $ 40,989 Affiliate investments 514 205 1,124 450 Total interest income 30,294 21,139 59,223 41,439 Fees Non-Control/Non-Affiliate investments 4,227 2,706 6,255 4,760 Affiliate investments 4 — 4 — Control investments — 13 — 26 Total fees 4,231 2,719 6,259 4,786 Total investment income 34,525 23,858 65,482 46,225 Operating expenses: Interest 7,570 4,507 15,202 8,403 Loan fees 1,191 731 2,269 1,808 General and administrative 2,403 1,864 4,655 3,681 Employee Compensation: Compensation and benefits 4,164 3,251 7,962 6,647 Stock-based compensation 1,587 1,195 2,753 2,002 Total employee compensation 5,751 4,446 10,715 8,649 Total operating expenses 16,915 11,548 32,841 22,541 Net investment income 17,610 12,310 32,641 23,684 Net realized gain on investments Non-Control/Non-Affiliate investments 2,192 8,263 4,184 11,140 Total net realized gain on investments 2,192 8,263 4,184 11,140 Net unrealized appreciation (depreciation) on investments and other assets Non-Control/Non-Affiliate investments 1,987 (21,295 ) 2,087 (19,761) Affiliate investments (910 ) 1,083 (1,344 ) 2,377 Control investments — (313 ) — (287) Total net unrealized appreciation (depreciation) on investments and other assets 1,077 (20,525 ) 743 (17,671) Total net realized (unrealized) gain (loss) 3,269 (12,262 ) 4,927 (6,531) Net increase in net assets resulting from operations $ 20,879 $ 48 $ 37,568 17,153 Net investment income before investment gains and losses per common share: Basic $ 0.29 $ 0.25 $ 0.56 $ 0.48 Change in net assets per common share: Basic $ 0.34 $ — $ 0.65 $ 0.35 Diluted $ 0.34 $ — $ 0.64 $ 0.35 Weighted average shares outstanding Basic 60,339 48,616 57,029 47,817 Diluted 61,145 48,687 57,802 47,948 Balance at December 31, 2011 43,853 $ 44 $ 484,244 $ (3,431) $ (43,042) $ (6,432) $ (342) $431,041 Net increase in net assets resulting from operations — — — (17,671) 11,140 23,684 — 17,153 Issuance of common stock 490 — 2,674 — — — — 2,674 Issuance of common stock under restricted stock plan 575 1 (1) — — — — — Issuance of common stock as stock dividend 117 — 1,230 — — — — 1,230 Retired shares from net issuance (292) — (3,670) — — — — (3,670) Public Offering 5,000 5 47,649 — — — — 47,654 Dividends declared — — — — — (23,340) — (23,340) Stock-based compensation — — 2,039 — — — — 2,039 Balance at June 30, 2012 49,743 $ 50 $ 534,165 $ (21,102) $ (31,902) $ (6,088) $ (342) $474,781 Balance at December 31, 2012 52,925 $ 53 $ 564,509 $ (7,947) $ (36,916) $ (3,389) $ (342) $515,968 Net increase in net assets resulting from operations — — — 743 4,184 32,641 — 37,568 Issuance of common stock 612 1 7,250 — — — — 7,251 Issuance of common stock under restricted stock plan 501 1 (1) — — — — — Issuance of common stock as stock dividend 93 0 1,189 — — — — 1,189 Retired shares from net issuance (544) (1 ) (8,390) — — — — (8,391) Public Offering 8,050 8 95,469 — — — — 95,477 Dividends declared — — — — — (30,014) — (30,014) Stock-based compensation — — 2,792 — — — — 2,792 Balance at June 30, 2013 61,637 $ 62 $ 662,818 $ (7,204) $ (32,732) $ (762) $ (342) $621,840 Net increase in net assets resulting from operations $ 37,568 $ 17,153 Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: Purchase of investments (341,678) (177,725) Principal payments received on investments 203,357 99,596 Proceeds from sale of investments 11,401 18,257 Net unrealized (appreciation) / depreciation on investments and other assets (743) 17,671 Net realized gain on investments (4,184) (11,140) Accretion of paid-in-kind principal (1,420) (584) Accretion of loan discounts (2,702) (2,783) Accretion of loan discount on Convertible Senior Notes 541 541 Accretion of loan exit fees (4,465) (2,111) Change in deferred loan origination revenue 2,929 269 Unearned fees related to unfunded commitments 1,459 (1,280) Amortization of debt fees and issuance costs 1,988 1,374 Depreciation 88 141 Stock-based compensation and amortization of restricted stock grants 2,792 2,040 Change in operating assets and liabilities: Interest receivable (610) (1,292) Prepaid expenses and other assets 153 (1,420) Accounts payable 655 41 Accrued liabilities (721) (1,429) Net cash used in operating activities (93,593) (42,681) Purchases of capital equipment (157) (40) Investment in restricted cash (1,658) — Other long-term assets (30) — Net cash used in investing activities (1,845) (40) Proceeds from issuance of common stock, net 94,250 46,658 Dividends paid (28,825) (22,110) Issuance of 2019 Notes — 43,000 Borrowings of credit facilities — 15,000 Repayments of credit facilities (19,036) (46,307) Cash paid for debt issuance costs — (1,854) Net cash provided by financing activities 46,389 34,387 Net decrease in cash and cash equivalents (49,049) (8,334) Cash and cash equivalents at beginning of period 182,994 64,474 Cash and cash equivalents at end of period $ 133,944 $ 56,140 Paratek Pharmaceuticals, Inc.(9) Drug Discovery & Development Senior Debt Matures upon liqudation Interest rate Fixed 10.00% $ 45 $ 45 $ 45 Senior Debt Matures upon liqudation Interest rate Fixed 10.00% $ Senior Debt Matures upon liqudation No intial interest rate $ 28 28 28 Total Paratek Pharmaceuticals, Inc. 104 104 Chroma Therapeutics, Ltd.(5)(10) Drug Discovery & Development Senior Debt Matures November 2013 Interest rate Prime + 7.75% or Floor rate of 12.00% $ 2,290 3,003 3,003 ADMA Biologics, Inc. Drug Discovery & Development Senior Debt Matures April 2016 Interest rate Prime + 2.75% or Floor rate of 8.50% $ 5,000 4,881 4,703 Anacor Pharmaceuticals, Inc.(3) Drug Discovery & Development Senior Debt Matures July 2017 Interest rate Prime + 6.40% or Floor rate of 11.65% $ 30,000 28,890 28,890 Aveo Pharmaceuticals, Inc. (3)(11) Drug Discovery & Development Senior Debt Matures September 2015 Interest rate Prime + 7.15% or Floor rate of 11.90% $ 24,206 24,206 24,448 Cell Therapeutics, Inc. (3) Drug Discovery & Development Senior Debt(11) Matures October 2016 Interest rate Prime + 9.00% or Floor rate of 12.25% $ 10,000 9,780 9,780 Cempra, Inc.(3) Drug Discovery & Development Senior Debt(11) Matures June 2017 Interest rate Prime + 6.30% or Floor rate of 9.55% $ 15,000 14,675 14,559 Concert Pharmaceuticals, Inc. Drug Discovery & Development Senior Debt(4) Matures October 2015 Interest rate Prime + 3.25% or Floor rate of 8.50% $ 18,799 18,542 17,942 Coronado BioSciences, Inc.(3) Drug Discovery & Development Senior Debt(11) Matures March 2016 Interest rate Prime + 6.00% or Floor rate of 9.25% $ 15,000 14,916 14,389 Dicerna Pharmaceuticals, Inc. Drug Discovery & Development Senior Debt Matures January 2015 Interest rate Prime + 4.40% or Floor rate of 10.15% $ 7,148 7,051 6,922 Insmed, Inc. Drug Discovery & Development Senior Debt(11) Matures January 2016 Interest rate Prime + 4.75% or Floor rate of 9.25% $ 20,000 19,584 19,426 Merrimack Pharmaceuticals, Inc.(3) Drug Discovery & Development Senior Debt Matures May 2016 Interest rate Prime + 5.30% or Floor rate of 10.55% $ 40,000 40,013 38,974 See notes to consolidated financial statements. Portfolio Company Sub-Industry Type of Investment (1) Principal Amount Cost(2) Value(3) Neuralstem, Inc.(3) Drug Discovery & Development Senior Debt Matures June 2016 Interest rate Prime + 7.75% or Floor rate of 11.00% $ 8,000 $ 7,726 $ 7,726 NeurogesX, Inc. Drug Discovery & Development Senior Debt Matures February 2015 Interest rate Prime + 7.50% or Floor rate of 10.75% $ 3,876 4,285 4,285 UniQure Biopharma B.V.(5)(10) Drug Discovery & Development Senior Debt Matures October 2016 Interest rate Prime + 8.60% or Floor rate of 11.85% $ 10,000 9,831 9,831 Total Debt Drug Discovery & Development (32.96%)* 207,487 204,982 Bridgewave Communications Communications & Networking Senior Debt Matures March 2016 Interest rate Prime + 8.00% or PIK Interest 8.00% $ 7,500 7,451 3,911 OpenPeak, Inc. Communications & Networking Senior Debt(11) Matures July 2015 Interest rate Prime + 8.75% or Floor rate of 12.00% $ 12,805 13,187 13,315 Spring Mobile Solutions, Inc. Communications & Networking Senior Debt Matures November 2016 Interest rate Prime + 8.00% or Floor rate of 11.25% Deferred Interest 2.50% $ 20,000 19,381 19,381 UPH Holdings, Inc.(8) Communications & Networking Senior Debt Matures April 2015 Interest rate Libor + 11.00% or Floor rate of 13.50% $ 5,971 5,859 5,500 Floor rate of 13.50% $ 338 334 — Senior Debt Matures January 2017 Interest rate Libor + 11.00% or Floor rate of 13.50% $ 3,594 3,594 — Total UPH Holdings, Inc. 9,787 5,500 Clustrix, Inc. Electronics & Computer Hardware Senior Debt Matures December 2015 Interest rate Prime + 6.50% or Floor rate of 9.75% $ 639 622 622 Identive Group, Inc. (3) Electronics & Computer Hardware Senior Debt(11) Matures November 2015 Interest rate Prime + 7.75% or Floor rate 11.00% $ 7,284 7,326 7,134 OCZ Technology Group, Inc. (3) Electronics & Computer Hardware Senior Debt Matures April 2016 Interest rate Prime + 8.75% or Floor rate of 12.50%, PIK Interest 3.00% $ 10,000 9,449 9,359 Plures Technologies, Inc.(3) Electronics & Computer Hardware Senior Debt Matures October 2016 Interest rate Prime + 12.75% or Floor rate of 16.00%, PIK Interest 4.00% $ 2,000 $ 1,895 $ 1,895 Total Debt Electronics & Computer Hardware (3.06%) 19,292 19,010

EXPERTS. The financial statements audited consolidated balance sheets as of June September 30, 2023 2014, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended June September 30, 2023 2014 incorporated in this Prospectus herein by reference to from the Company’s Annual Report Reports on Form 10-K for the year ended June 30has been audited by ▇▇▇▇▇ & Chia, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30its report, 2022 and for the year then ended which is incorporated by reference in this prospectus supplement and the accompanying prospectus have has been so incorporated in reliance on upon the report of BDO USAsuch firm given upon its authority as experts in accounting and auditing. The audited consolidated balance sheets as of September 30, LLP (n/k/a BDO USA2013, P.C.)and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended September 30, 2013 incorporated herein by reference from the Company’s Annual Reports on Form 10-K has been audited by ▇▇▇▇▇▇ and Company, Inc. an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference, reference and has been so incorporated in reliance upon the report of such firm given on the upon its authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under with the Securities Act with respect to, among other securities, SEC for the shares of common stock offered securities we are offering by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain include all of the information included contained in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you You should refer to the registration statement and its exhibitsexhibits for additional information. Statements contained in this We will provide to each person, including any beneficial owner, to whom a prospectus supplement and the accompanying prospectus concerning any of our contractsis delivered, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of any or all of the contract or document information that has been filedincorporated by reference in the prospectus but not delivered with the prospectus. Each statement in We will provide this prospectus supplement and information upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter to the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by Secretary of the filed exhibitCompany, c/o LiveDeal, Inc., at the Company’s office. We are subject required to the informational requirements of the Exchange Act file annual and file annualquarterly reports, quarterly and current reports reports, proxy statements, and other information with the SEC. Our filings We make these documents publicly available, free of charge, on our website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC are available to filings, including the public registration statement, on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You also may access these materials free of charge as soon as reasonably practicable after they are electronically filed read and copy any document we file with or furnished to the SEC. Those filings are also available to SEC at its public reference facility at: Please call the public on, or accessible through, our website under the heading “Investors” SEC at ▇-▇▇▇.-▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The ▇ for further information on our web site, however, is not, and should not be deemed to be, a part the operation of this prospectus supplement and accompanying prospectusthe public reference facilities.

EXPERTS. The financial statements of Dermata Therapeutics, Inc. (the "Company") as of June 30, 2023 and for the year ended June 30December 31, 2023 and the adjustments to the 2022 financial statements to retrospectively reflect the impact of a reverse stock split incorporated in this Prospectus prospectus by reference from the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, have been audited by ▇▇▇▇ ▇▇▇▇▇ LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern uncertainty), which is incorporated herein by reference. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing. The financial statements, before the effects of the adjustments to retrospectively apply the reverse stock split described in Note 1, of Dermata Therapeutics, Inc. as of and for the year ended December 31, 2022, appearing in the Company's Annual Report on Form 10-K for the year ended June 30December 31, 2023 2023, have been so incorporated audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.C., independent registered public accounting firm, as set forth in reliance on the their report (which contains report includes an explanatory paragraph relating to regarding the existence of substantial doubt about the Company’s 's ability to continue as a going concern as described concern), and have been incorporated herein by reference in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, reliance upon such report given on the authority of said such firm as experts in auditing accounting and accountingauditing, in giving said reports. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The consolidated financial SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the Securities and Exchange Commission’s website is ▇▇▇.▇▇▇.▇▇▇. We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as of June 30amended, 2022 and for as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingSEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect toAct, among other relating to the offering of these securities. The registration statement, including the shares of common stock offered by this prospectus supplement attached exhibits, contains additional relevant information about us and accompanying prospectusthe securities. This prospectus supplement and the accompanying prospectus do not contain all of the information included set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to You can obtain a copy of the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website for free at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free The registration statement and the documents referred to below under “Incorporation of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings Certain Information By Reference” are also available to the public onon our website, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The We have not incorporated by reference into this prospectus supplement or the accompanying prospectus the information on our web site, however, is notwebsite, and you should not consider it to be deemed to be, a part of this prospectus supplement and or the accompanying prospectus.

EXPERTS. The financial statements consolidated balance sheets of Applied Digital Corporation and its subsidiaries as of June 30May 31, 2023 and 2022, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the year years then ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇ ▇▇▇, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended their report which is incorporated by reference in this prospectus supplement and the accompanying prospectus herein. Such financial statements have been so incorporated herein by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all supplement, which is part of the information included registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement securities, reference is made to our SEC filings and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and as to the accompanying contents or provisions of any documents referred to in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If , and in each instance where a contract or copy of the document has been filed as an exhibit to the registration statement, we refer you reference is made to the copy exhibit for a more complete description of the contract or document that has been filedmatters involved. Each statement in this prospectus supplement In addition, registration statements and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and certain other information with the SEC. Our filings made with the SEC electronically are publicly available to the public on through the SEC’s website web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically filed with or furnished to the SEC. Those filings We are also available subject to the public oninformation and periodic reporting requirements of the Exchange Act, or accessible throughand, our in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained in, or that can be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus. We have included our website address in this prospectus supplement and accompanying prospectussolely as an inactive textual reference.

EXPERTS. The consolidated financial statements of Digital Realty Trust, Inc. and its subsidiaries as of June 30December 31, 2023 and 2022 and for each of the years in the three-year period ended June 30December 31, 2023 incorporated in this Prospectus by reference to and management’s assessment of the Annual Report on Form 10-K for the year ended June 30effectiveness of internal control over financial reporting as of December 31, 2023 have all been so incorporated by reference in this prospectus supplement in reliance on upon the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) reports of PricewaterhouseCoopers KPMG LLP, an independent registered public accounting firm, given on incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The consolidated financial statements of Digital Realty Trust, L.P. and its subsidiaries as of June 30December 31, 2023 and 2022 and for each of the years in the three-year then period ended December 31, 2023 have all been incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on upon the report of BDO USAKPMG LLP, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referencereference herein, given on and upon the authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports special reports, proxy statements and other information with the SEC. Our filings The SEC maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free can inspect reports and other information we file at the offices of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public onNYSE, or accessible through, our website under the heading “Investors” at ▇▇ ▇▇▇.▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. In addition, we maintain a web site that contains information about us at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on found on, or otherwise accessible through, our web site, however, website is notnot incorporated into, and should does not be deemed to be, form a part of, this prospectus supplement, the accompanying prospectus or any other report or document we file with or furnish to the SEC. We have filed with the SEC a registration statement on Form S-3 (File Nos. 333-270596 and 333-270596-01), of which this prospectus supplement and the accompanying prospectusprospectus are a part, including exhibits, schedules and amendments filed with, or incorporated by reference in, such registration statement, under the Securities Act. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document referred to, or incorporated by reference, in this prospectus supplement and the accompanying prospectus are not necessarily complete and, where that contract or document is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. The registration statement, including the exhibits and schedules to the registration statement, is available to you on the SEC’s web site at ▇▇▇.▇▇▇.▇▇▇.

EXPERTS. The consolidated financial statements as of June 30, 2023 and Roivant Sciences Ltd. appearing in Roivant Sciences Ltd.'s Annual Report (Form 10-K) for the year ended June 30March 31, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 302022, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇ & ▇▇▇▇▇ LLP, an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 S-3, including exhibits, under the Securities Act of 1933, as amended, with respect to, among other securities, to the shares of common stock securities offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain all of the information included or incorporated by reference in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectussecurities, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement statement, our exhibits and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily completeincorporated by reference herein. If a contract or document has been filed as an exhibit to the registration statementIn addition, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on a website maintained by the SEC’s website SEC located at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are We also available to the public on, or accessible through, our maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, annual, quarterly and current reports, proxy statements and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained on, or that may be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements of Codexis, Inc. (the Company) as of June 30December 31, 2023 and 2022 and for each of the year three years in the period ended June 30December 31, 2023 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 incorporated by reference in this Prospectus by reference to and in the Annual Report on Form 10-K for the year ended June 30, 2023 Registration Statement have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) reports of PricewaterhouseCoopers LLPBDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial We file reports, proxy statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings The SEC maintains a website that contains reports, proxy and information statements, and other information about issuers, such as us, who file electronically with the SEC are available to the public on the SEC’s . The address of that website at ▇▇▇▇://is ▇▇▇.▇▇▇.▇▇▇. You may access these materials We make available, free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public oncharge, or accessible through, on our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, our proxy statements on Schedule 14A, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The information Information on or accessible through our web site, however, website is not, not incorporated by reference herein and should does not be deemed to be, form a part of this prospectus. We have included our website in this prospectus supplement solely as an inactive textual reference. This prospectus is part of a registration statement that we have filed with the SEC and accompanying prospectusdoes not contain all of the information in the registration statement. The full registration statement may be obtained through the SEC’s website, as provided above, or from us, as provided below under “Incorporation by Reference.” Certain documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus about these documents are summaries and each statement is subject, and qualified in all respects by reference, to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters.

EXPERTS. The financial statements consolidated balance sheets of Applied Digital Corporation and its subsidiaries as of June 30May 31, 2023 and 2022, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the year years then ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇ ▇▇▇, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended their report which is incorporated by reference in this prospectus supplement and the accompanying prospectus herein. Such financial statements have been so incorporated herein by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock Common Stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all prospectus, which is part of the information included registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement securities, reference is made to our SEC filings and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and as to the accompanying contents or provisions of any documents referred to in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If , and in each instance where a contract or copy of the document has been filed as an exhibit to the registration statement, we refer you reference is made to the copy exhibit for a more complete description of the contract or document that has been filedmatters involved. Each statement in this prospectus supplement In addition, registration statements and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and certain other information with the SEC. Our filings made with the SEC electronically are publicly available to the public on through the SEC’s website at ▇▇▇▇://web site athttp://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically filed with or furnished to the SEC. Those filings We are also available subject to the public oninformation and periodic reporting requirements of the Exchange Act, or accessible throughand, our in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained in, or that can be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus. We have included our website address in this prospectus supplement and accompanying prospectussolely as an inactive textual reference.

EXPERTS. The consolidated financial statements of Chuy’s Holdings, Inc. and subsidiaries as of June December 29, 2019 and December 30, 2023 2018 and for each of the years in the three-year period ended June 30December 29, 2023 2019 and the effectiveness of internal control over financial reporting as of December 31, 2019 incorporated in this Prospectus Supplement by reference to from the Chuy’s Holdings, Inc. and subsidiaries Annual Report on Form 10-K for the year ended June 30December 29, 2023 2019 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by RSM US LLP, an independent registered public accounting firm, given on as stated in their reports thereon which report expresses an unqualified opinion and includes an explanatory paragraph relating to the authority adoption of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30Accounting Standards Codification Topic 842, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firmLeases, incorporated herein by reference, given on and have been incorporated in this Prospectus Supplement in reliance upon such reports and upon the authority of said such firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect toChuy’s Holdings, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file Inc. files annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s website at maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including ▇▇▇▇://’s, that file electronically with the SEC. The public can obtain any document that ▇▇▇▇’s files electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our Our website under the heading “Investors” address is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The We make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. Except for the documents incorporated by reference as described under "Documents Incorporated by Reference," the information contained on or that can be accessed through our web site, however, is not, and should website does not be deemed to be, a constitute part of this prospectus supplement and supplement, the accompanying prospectusprospectus or the documents incorporated by reference herein or therein.

EXPERTS. The consolidated financial statements as of June 30MacroGenics, 2023 and Inc. appearing in MacroGenics, Inc.’s Annual Report (Form 10-K) for the year ended June 30December 31, 2023 incorporated in this Prospectus by reference to 2018, and the Annual Report on Form 10-K for the year ended June 30effectiveness of MacroGenics, 2023 Inc.’s internal control over financial reporting as of December 31, 2018, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇ & ▇▇▇▇▇ LLP, an independent registered public accounting firm, as set forth in its reports thereon included therein, and incorporated herein by reference. Such consolidated financial statements are, and audited consolidated financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such consolidated financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials Our common stock is listed on the Nasdaq Global Select Market under the symbol “MGNX.” Copies of certain information filed by us with the SEC are also available free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, on our website under the heading “Investors” at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ under Investors — Financials & Filings. The information on our web site, however, Our website is not, and should not be deemed to be, a part of this prospectus supplement and accompanying is not incorporated by reference in this prospectus. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiary and the securities we are offering. Those exhibits may be filed with the registration statement or may be incorporated by reference to earlier SEC filings listed in the registration statement or in subsequent filings that we may make under the Exchange Act. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements as of June 30Millendo Therapeutics, 2023 and for the year ended June 30, 2023 incorporated Inc. included in this Prospectus by reference to the its Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so 2020, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. These financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements of Tempestx, Inc. (formerly Tempest Therapeutics, Inc.) as of and for the report (which contains an explanatory paragraph relating to the Companyyears end December 31, 2020 and December 31, 2019, incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers Current Report on Form 8-K filed on July 16, 2021, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended their report which is incorporated by reference in this prospectus supplement (which report expresses an unqualified opinion on the financial statements and the accompanying prospectus includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock securities offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included set forth in the registration statement, of which they are a part, and the exhibits to such registration statement. For further information pertaining with respect to us and our common stock securities, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement and its exhibitsto the exhibits to such registration statement. Statements contained in this prospectus supplement and the accompanying prospectus concerning as to the contents of any of our contracts, agreements contract or other documents document referred to in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus are not necessarily complete. If a complete and, where that contract or document has been filed as is an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitexhibit to which the reference relates. We are subject to the informational information and periodic reporting requirements of the Exchange Act Act, and we file annual, quarterly and current reports reports, proxy statements, and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free Copies of charge as soon as reasonably practicable after they are electronically certain information filed by us with or furnished to the SEC. Those filings SEC are also available to the public on, or accessible through, on our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on Information contained in or accessible through our web sitewebsite is not incorporated by reference in this prospectus supplement, however, is notthe accompanying prospectus or the registration statement of which they form a part, and you should not be deemed to be, consider it a part of this prospectus supplement and supplement, the accompanying prospectusprospectus or the registration statement.

EXPERTS. The consolidated financial statements as of June 30statements, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30December 31, 2023 2020, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers audited by Whitley Penn LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accountingtheir report, which is incorporated herein by reference. The consolidated Such financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports reports, proxy statements and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s maintains a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge ▇ that contains reports, statements, and other information about issuers, such as soon as reasonably practicable after they are us, who file electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our We maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The However, the information on our web site, however, website is not, not incorporated by reference into this prospectus supplement and the accompanying prospectus and you should not be deemed to be, consider it a part of this prospectus supplement and or the accompanying prospectus. The SEC allows us to “incorporate by reference” into this prospectus supplement the information in other documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We incorporate by reference into this prospectus supplement the documents listed below; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules: ● Our Annual Report on Form 10-K for the year ended December 31, 2020 (filed on March 24, 2021) (including the information in Part III incorporated by reference from the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 9, 2021); ● Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 (filed on May 17, 2021), June 30, 2021 (filed on July 28, 2021) and September 30, 2021 (filed on November 15, 2021); ● Our Current Reports on Form 8-K filed on February 1, 2021, March 23, 2021, March 30, 2021, April 19, 2021 (as amended on May 28, 2021), May 28, 2021, July 16, 2021, August 13, 2021, September 21, 2021 and November 15, 2021; and ● The description of our common stock, par value $0.01 per share contained in our Registration Statement on Form 8-A, dated and filed with the SEC on November 4, 2014, as updated by Exhibit 4.4 to our Form 10-K for the fiscal year ended December 31, 2019, and including any amendments or reports filed with the SEC for the purpose of updating such description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents. You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus supplement, except for exhibits to those documents (unless the exhibits are specifically incorporated by reference into those documents) at no cost to you by writing or telephoning us at the following address: Investor Relations, Abeona Therapeutics Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone +▇ (▇▇▇) ▇▇▇-▇▇▇▇. This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $250,000,000 of any combination of the securities described in this prospectus. We may also offer common stock or preferred stock upon conversion of or exchange for the debt securities or common stock, preferred stock or debt securities upon the exercise of warrants. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplements and any related free writing prospectus will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus, any prospectus supplement, and any related free writing prospectus, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest. Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”), under the symbol “ABEO.” On June 4, 2021, the last reported sale price of our common stock on Nasdaq was $1.69 per share. ABOUT THIS PROSPECTUS 1 THE COMPANY 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 USE OF PROCEEDS 5 RISK FACTORS 4 GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL 8 PLAN OF DISTRIBUTION 6 DESCRIPTION OF OUR PREFERRED STOCK 11 DESCRIPTION OF OUR COMMON STOCK 9 DESCRIPTION OF OUR DEBT SECURITIES 14 DESCRIPTION OF OUR WARRANTS 12 LEGAL MATTERS 20 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 19 EXPERTS 20 This prospectus is part of a “shelf” registration statement. Under this shelf registration process, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our Registration Statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The Registration Statement and the exhibits can be obtained from the Securities and Exchange Commission (“SEC”) as indicated under the heading “Where You Can Find More Information; Incorporation By Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities and the terms of that offering. The prospectus supplement may also add, update, or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information; Incorporation By Reference.” We have not authorized any dealer, agent, or other person to give any information or to make any representation other than those contained or incorporated by reference into this prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference into this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date. References in this prospectus to the terms “the Company,” “Abeona,” “we,” “our” and “us” or other similar terms mean Abeona Therapeutics Inc., unless we state otherwise or the context indicates otherwise.

EXPERTS. The financial statements as and management’s assessment of June 30, 2023 and for the year ended June 30, 2023 effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus prospectus supplement by reference to the Annual Report on Form 1020-K F for the year ended June 30December 31, 2023 2023, have been so incorporated in reliance on the report of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Certified Public Accountants (Isr.) (which contains an adverse opinion on the effectiveness of the Company’s internal control over financial reporting and includes an explanatory paragraph relating to regarding the existence of substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 1a(3) to the financial statements) ), a member firm of PricewaterhouseCoopers LLPInternational Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 F-3 under the Securities Act Act, with respect to, among other securities, to the shares of common stock securities offered by this prospectus supplement and the accompanying base prospectus. This prospectus supplement However, as is permitted by the rules and the accompanying prospectus do not contain all regulations of the information included SEC, this prospectus supplement, which is part of our registration statement on Form F-3, omits certain non-material information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us about us, and our common stock we are offering under the securities offered by this prospectus supplement and the accompanying base prospectus, you should please refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational reporting requirements of the Exchange Act that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F by April 30 of each year. We also furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, filed with and file annualmade public by any stock exchange or distributed by us to our shareholders. The SEC maintains an Internet site that contains reports, quarterly proxy and current reports information statements, and other information with the SEC. Our filings regarding issuers, such as us, that file electronically with the SEC are available to the public on the SEC’s website at (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇). You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those These SEC filings are also available to the public onfrom commercial document retrieval services. As a foreign private issuer, or accessible through, our website we are exempt from the rules under the heading Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our officers, directors and principal shareholders are exempt from the “Investorsshort-swing profits” at ▇▇▇reporting and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.