Common use of EXPERTS Clause in Contracts

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.

EXPERTS. RoseThe financial statements of Canoo Inc. as of December 31, ▇▇▇▇▇▇ 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus, and the effectiveness of Canoo Inc.’s internal control over financial reporting have been audited by Deloitte & ▇▇▇▇▇▇ Touche LLP, an independent registered public accounting firm, has audited our financial statements included as stated in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a parttheir reports. Our Such financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon the reports of such firm given on their authority as experts in accounting and auditing. We are a reporting company From time to time, we may offer and file annual, quarterly and current reports, proxy statements and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable for other information with the SECsecurities. We have filed with may offer the SEC a registration statement securities separately or together, in separate classes or series and in amounts, at prices and on Form S-3 under terms that will be determined at the Securities Act with respect time the securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities being offered offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. We may sell these securities on a continuous or delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth their names and any applicable commissions or discounts. See “Plan of Distribution.” We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock and public warrants are traded on The Nasdaq Global Select Market (“Nasdaq”) under this the symbol “GOEV” and “GOEVW,” respectively. On May 18, 2022, the last reported sale price on Nasdaq of our common stock was $3.38 per share and the last reported sale price of our public warrants was $0.47 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, of the securities covered by the applicable prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room Our principal executive office is located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇. Please call the SEC at , and our telephone number is (▇-▇▇) ▇▇▇-▇▇▇▇. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus as well as those contained in the applicable prospectus supplement and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 3 WHERE YOU CAN FIND MORE INFORMATION 2 RISK FACTORS 5 COMPANY OVERVIEW 4 USE OF PROCEEDS 9 CAUTIONARY NOTE REGARDING FORWARD-▇▇▇▇ LOOKING STATEMENTS 6 DESCRIPTION OF OUR DEPOSITARY SHARES 17 DESCRIPTION OF OUR CAPITAL STOCK 10 DESCRIPTION OF OUR WARRANTS 30 DESCRIPTION OF OUR DEBT SECURITIES 20 PLAN OF DISTRIBUTION 35 DESCRIPTION OF OUR RIGHTS 34 EXPERTS 38 LEGAL MATTERS 37 We are responsible for more the information about contained and incorporated by reference in this prospectus and in any accompanying prospectus supplement we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the operation securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the Public Reference Roomdate of this document, unless the information specifically indicates that another date applies. The SEC maintains Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any accompanying prospectus supplement we may provide you in connection with an Internet site offering or that contains reportsthe information contained or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement, proxy as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another date applies. Our business, financial condition, results of operations and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇prospects may have changed since those dates.▇▇▇.▇▇▇.

EXPERTS. RoseWithumSmith+Brown, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPPC, our independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-10- K for the year ended December 31, 20162023 as set forth in their reports, which is are incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is and the accompanying prospectus form a part. Our consolidated financial statements are incorporated by reference in reliance on Rose, WithumSmith+▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC’s reportreports, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC This prospectus supplement is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act with respect to the securities being offered under this prospectus supplementAct. This prospectus supplement does and the accompanying prospectus do not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered we are offering under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read should rely only on the information contained in this prospectus supplement or incorporated by reference herein. Neither we nor the sales agent has authorized anyone else to provide you with different information. Neither we nor the sales agent is making an offer of our common shares in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the shares offered by this prospectus supplement. We file annual, quarterly and copy the registration statement, as well as our current reports, proxy statements and other information, at information with the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. our company. The SEC’s Internet site can be found at ▇▇▇▇://address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus supplement and is not incorporated by reference into this prospectus supplement.

EXPERTS. RoseThe consolidated financial statements of Brickell Biotech, ▇Inc. appearing in Brickell Biotech, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2019, have been audited by ▇▇▇▇▇ & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our 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 our annual report on Form 10-K for the year ended December 31subsequently filed documents will be, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference herein in reliance on Rose, ▇upon the reports of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on their the authority of such firm as experts in accounting and auditing. We This prospectus supplement and the accompanying prospectus are part of a reporting company and file annual, quarterly and current reports, proxy statements and other information registration statement we filed with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does and the accompanying prospectus do not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered we are offering under this prospectus supplementsupplement and the accompanying prospectus, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read should rely only on the information contained in this prospectus supplement and copy the registration statementaccompanying prospectus or incorporated by reference in prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, as well as our regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information, information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and is not incorporated by reference in this prospectus supplement or the accompanying prospectus.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The financial statements included incorporated in our annual report this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 20162022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. From time to time, we may offer up to $300,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and, if permitted, any related free writing prospectus. The prospectus supplement and, if permitted, any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $300,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and, if permitted, related free writing prospectus carefully before you invest. Our common stock and public warrants are traded on the New York Stock Exchange (the “NYSE”) under the symbols “VLD” and “VLD WS,” respectively. On November 9, 2022, the last reported sales price of our common stock was $2.13 per share and the last reported sales price of our public warrants was $0.30 per warrant. The applicable prospectus supplement and, if permitted, any related free writing prospectus will contain information, where applicable, as to any other listing on the NYSE or any securities market or exchange of the securities covered by the prospectus supplement and, if permitted, any related free writing prospectus. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 6 of this prospectus, as well as the sections entitled “Risk Factors” beginning on page 15 of our Annual Report on Form 10- K for the year ended December 31, 2021, beginning on page 48 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, beginning on page 55 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and beginning on page 57 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements reports are incorporated by reference in reliance this prospectus, before investing in our securities. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on Rosethe methods of sale, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportyou should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, given on their authority as experts dealers or agents are involved in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act sale of any securities with respect to which this prospectus is being delivered, the securities being offered under this names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. This prospectus supplement does not contain all The price to the public of such securities and the information net proceeds we expect to receive from such sale will also be set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this a prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇ABOUT THIS PROSPECTUS 1 SELECTED DEFINITIONS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.LOOKING STATEMENTS 7 WHERE YOU CAN FIND MORE INFORMATION 8 INCORPORATION OF INFORMATION BY REFERENCE 9 USE OF PROCEEDS 10 PLAN OF DISTRIBUTION 11 DESCRIPTION OF CAPITAL STOCK 13 DESCRIPTION OF DEBT SECURITIES 18 DESCRIPTION OF WARRANTS 26 DESCRIPTION OF SUBSCRIPTION RIGHTS 35 DESCRIPTION OF UNITS 36 LEGAL MATTERS 37 EXPERTS 37

EXPERTS. RoseThe financial statements of TeraWulf Inc. as of December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2021 and for the period from April 1, 2021 to December 31, 2021 incorporated in this registration statement by reference have been audited by RSM US LLP, an independent registered public accounting firm, has audited our financial statements included as stated in our annual their report on Form 10-K for the year ended December 31thereon, 2016incorporated herein by reference, which is and have been incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their upon such report and upon the authority of such firm as experts in accounting and auditing. We are may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). Each time we offer securities pursuant to this prospectus, we will provide a reporting company prospectus supplement containing more information about the particular offering together with this prospectus. The prospectus supplement also may add, update or change information contained in this prospectus. This prospectus may not be used to offer and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC sell securities without a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all These securities may be sold on a continuous or delayed basis directly to or through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. Our common stock is traded on the information set forth in Nasdaq Stock Market LLC under the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ symbol “▇▇▇▇▇▇.” If we decide to list or seek a quotation for any other securities, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇the prospectus supplement relating to those securities will disclose the exchange or market on which those securities will be listed or quoted. ▇▇▇▇▇Investing in these securities involves significant risks. Please call We strongly recommend that you read carefully the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about risks we describe in this prospectus as well as in any accompanying prospectus supplement and the operation of the Public Reference Room. The SEC maintains an Internet site risk factors that contains reports, proxy and information statements, and other information regarding issuers that file electronically are incorporated by reference into this prospectus from our filings made with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.Securities and Exchange Commission. See “Risk Factors” beginning on page 5 of this prospectus. ABOUT THIS PROSPECTUS 1 INCORPORATION BY REFERENCE 2 WHERE YOU CAN FIND MORE INFORMATION 1 THE COMPANY 4 FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 6 RISK FACTORS 5 DESCRIPTION OF THE DEBT SECURITIES 10 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF THE WARRANTS 23 DESCRIPTION OF DEPOSITARY SHARES 20 DESCRIPTION OF THE PURCHASE CONTRACTS 26 DESCRIPTION OF THE RIGHTS 25 PLAN OF DISTRIBUTION 28 DESCRIPTION OF THE UNITS 27

EXPERTS. RoseThe consolidated financial statements, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of the Company’s internal control over financial reporting have been audited by KPMG LLP, an independent registered public accounting firm, has audited our as stated in their reports, which are incorporated herein by reference. Those consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is and financial statement schedule have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon the reports of such firm given on upon their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy and information statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇.▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call You may also access the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that we file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found SEC through our website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Please note that our website and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus, except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Reports on Form 10-Q for the quarters ended May 28, 2022, August 27, 2022 and November 26, 2022, filed with the SEC on June 29, 2022, September 30, 2022 and January 26, 2023, respectively; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on February 17, 2022, March 25, 2022, May 27, 2022, June 29, 2022, July 15, 2022, August 31, 2022 (SEC Accession No. 0001193125-22-235268), August 31, 2022 (SEC Accession No. 0001193125-22-234603), September 1, 2022, September 6, 2022, October 18, 2022, October 26, 2022, October 28, 2022, November 2, 2022, November 9, 2022, November 14, 2022, November 16, 2022, November 17, 2022, November 21, 2022, December 6, 2022, December 20, 2022, December 23, 2022, January 5, 2023, January 19, 2023 and January 26, 2023 (in each case, other than information furnished under Items 2.02 and 7.01); and • the description of our common stock contained in our Registration Statement on Form 8-A (p) filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You may request a copy of these filings at no cost, by writing or calling us at the following address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Investor Relations.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The financial statements included incorporated in our annual report this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2016, which is 2018 have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rosethe report of RSM US LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have 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. The address of that website is ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/. Our website address is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does and do not contain all of the information set forth in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Statements about documents in this prospectus supplement, the accompanying prospectus or any documents incorporated by reference are summaries and each statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompanying prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement or the accompanying prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Actâ€# in this prospectus supplement, between the date of this prospectus supplement and the termination of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019; • our Current Reports on Form 8-K filed with the SEC on February 19, 2019, February 28, 2019 and March 1, 2019; and • the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the 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 and prior to the exhibits to effectiveness of the 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. For further You may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement. We may offer and sell up to $150,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to us that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectusâ€# and “Plan of Distributionâ€# for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORSâ€# ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on The NASDAQ Global Market under the symbol “SPNE.â€# On August 10, 2016, the last reported sale price of our common stock on The NASDAQ Global Market was $10.22 per share. This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelfâ€# registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered under and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.â€# You should rely only on the information contained in or incorporated by reference in this prospectus or any related prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. When we refer you to “SeaSpine,â€# “we,â€# “our,â€# “usâ€# and the “Companyâ€# in this prospectus, we mean SeaSpine Holdings Corporation and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,â€# we mean the holders of the applicable series of securities. Our material registered and unregistered trademarks include: Accell®, Evo3®, Accell Evo3®, Accell Evo3®C, DynaGraft® II , IsoTis®, IsoTis OrthoBiologics®, OrthoBlast® II , AtollTM, CapistranoTM, Coral®, Daytona®, HollywoodTM, MalibuTM, NanoMetalene®, NewPortTM, Vu aPODTM/Vu aPODTM Prime, OsteoSurge® 100 (or 300), SeaSpine®, SierraTM and SonomaTM. All other trademarks, trade names and service marks appearing in this prospectus or the documents incorporated by reference herein are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and TM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the accompanying prospectusfullest extent under applicable law, our rights or that the registration statement applicable owner will not assert its rights, to these trademarks and the exhibits and schedules filed as a part of the registration statementtradenames. You may read and copy the registration statement, as well as our We file reports, proxy statements and other information, information with the SEC. Information filed with the SEC by us can be inspected and copied at the SEC’s Public Reference Room maintained by the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room▇. The SEC also maintains an Internet a web site that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, such as us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our web site address is ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is 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. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Actâ€# in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: †¢ our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 16, 2016; †our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 16, 2016, and for the quarter ¢ ended June 30, 2016, filed with the SEC on August 10, 2016; †¢ our Current Reports on Form 8-K filed with the SEC on February 2, 2016, March 1, 2016, June 9, 2016; and †the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed ¢ with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the 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 and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.

EXPERTS. RoseThe consolidated financial statements, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of the Company’s internal control over financial reporting have been audited by KPMG LLP, an independent registered public accounting firm, has audited our as stated in their reports, which are incorporated herein by reference. Those consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is and financial statement schedule have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon the reports of such firm given on upon their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy and information statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇.▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call You may also access the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that we file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found SEC through our website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.. Please note that our website and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus, except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Report on Form 10-Q for the quarter ended May 28, 2022, filed with the SEC on June 29, 2022; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on May 27, 2022, June 29, 2022 and July 15, 2022; and • the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You may request a copy of these filings at no cost, by writing or calling us at the following address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Investor Relations. Fees to be Paid Equity Common Stock, par value $0.01 per share(1) 457(r) 12,000,000 $9.88 $118,560,000 .0000927 $10,990.51

EXPERTS. Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K 10‑K for the year ended December 31, 20162016 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements), which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partsupplement. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements for the year ended December 31, 2014 incorporated in this prospectus supplement by reference to the Annual Report on Form 10‑K for the year ended December 31, 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 2 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. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Our website is not a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under part of this prospectus supplement and is not incorporated by reference in this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may also read and copy any document we file with the registration statement, as well as our reports, proxy statements and other information, SEC at the SEC’s Public Reference Room at Room, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ 1‑800‑SEC‑0330 for more further information about on the operation of the Public Reference Room. The SEC maintains an Internet site This prospectus supplement is part of a registration statement that contains reports, proxy and information statements, and other information regarding issuers that file electronically we filed with the SEC. The registration statement contains more information than this prospectus supplement and the accompanying prospectus regarding us and the securities, including Capricor Therapeutics, Inc. The certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the address listed above or from the SEC’s Internet site can be found at ▇▇▇▇://▇▇▇internet site.▇▇▇.▇▇▇.

EXPERTS. Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K for the year ended December 31, 20162019, and the effectiveness of our internal control over financial reporting as of December 31, 2019 as set forth in their reports, which is are incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partstatement. Our financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP’s reportreports pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates, given on their authority as experts in accounting and auditing. We This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all of the information set forth in the registration statement. Whenever a reference is made in this prospectus supplement or the accompanying prospectus 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 incorporated by reference in this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other document. Because we are subject to the information and reporting company and requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. 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 on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ under Investors - Financials & Filings. Our website is not a part of this prospectus supplement and is not incorporated by reference in this prospectus supplement. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

EXPERTS. RoseThe consolidated financial statements of Akerna Corp. incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K of Gryphon Digital Mining, ▇▇▇▇▇▇ & Inc. for the years ended December 31, 2023 and December 31, 2022 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to Akerna Corp.’s ability to continue as a going concern) of ▇▇▇▇▇▇ LLP, an independent registered public accounting firm, has given on the authority of said firm as experts in auditing and accounting. The audited our historical financial statements of Gryphon Digital Mining, Inc. included in our annual report Gryphon Digital Mining, Inc.’s Current Report on Form 108-K for dated April 1, 2024 have been so incorporated in reliance on the year ended December 31report of RBSM LLP, 2016an independent registered public accounting firm, which is incorporated by reference into this given on the authority of said firm as experts in auditing and accounting. This prospectus supplement and elsewhere in the registration statement accompanying prospectus form part of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under that we filed with the Securities Act with respect to the securities being offered under this prospectus supplementSEC. This prospectus supplement does and the accompanying prospectus do not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statementstatement or the documents incorporated by reference herein and therein. For further information with respect to us and the securities being offered that we are offering under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statementstatement and the documents incorporated by reference herein and therein. You may read should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered hereby. We file annual, quarterly and copy other reports, proxy and information statements and other information with the registration statement, as well as our SEC. The SEC maintains a website that contains reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇information regarding us. ▇▇▇▇▇. Please call The address of the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. Investors should not rely on any such information in deciding whether to purchase our common stock. We have included our website address in this prospectus supplement solely as an inactive textual reference.

EXPERTS. RoseThe consolidated financial statements of Avenue Therapeutics, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc. as of December 31, 2023 and December 31, 2022 and for each of the years then ended, have been incorporated by reference herein and in the registration statement in reliance on the report of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement herein, and elsewhere in upon the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. The audit report covering the December 31, 2023 consolidated financial statements contains an explanatory paragraph that states the Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future that raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. We are a reporting company file reports and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement These filings include our Annual Report on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus10-K, the registration statement Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statementproxy statements on Schedule 14A, as well as any amendments to those reports and proxy statements, which are available free of charge through our reportswebsite as soon as reasonably practicable after we file them with, proxy statements and other informationor furnish them to, at the SEC’s Public Reference Room at ▇▇▇ ▇ . Our Internet website address is ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call Our website and the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about contained on, or that can be accessed through, the operation of the Public Reference Roomwebsite will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our securities. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇ that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically with the SEC. This prospectus supplement is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omitted from this prospectus supplement in accordance with the rules of the SEC. For more detail about us and any securities that may be offered by this prospectus supplement, you may examine the registration statement of which this prospectus supplement forms a part, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying base prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

EXPERTS. RoseThe consolidated financial statements of Airgain, ▇Inc. as of December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023 incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for accountants upon the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, including us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC and does not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Contracts, agreements or other documents are or may be filed as exhibits to the registration statement, or documents incorporated by reference in the registration statement. Statements in this prospectus supplement and the accompanying prospectus about these documents are summaries and each statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompany prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus supplement, the accompanying prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March March 6, 2024; and • the description of our common stock contained in the registration statement on Form 8-A, filed with the SEC on August 3, 2016, as updated by Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2019, and any amendment or report filed with the SEC for the purpose of updating the 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, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and the accompanying prospectus and deemed to be part of this prospectus supplement and the accompanying prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Airgain, Inc.

EXPERTS. RoseThe consolidated financial statements of Virgin Galactic Holdings, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc. as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement herein, and elsewhere in upon the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are The audit report on the effectiveness of internal control over financial reporting as of December 31, 2020, expresses an opinion that Virgin Galactic Holdings, Inc. did not maintain effective internal control over financial reporting as of December 31, 2020 because of the effect of a reporting company material weakness on the achievement of the objectives of the control criteria and file annual, quarterly contains an explanatory paragraph that states a material weakness related to the identification and current reports, proxy statements evaluation of the appropriate technical accounting pronouncements and other information literature for the classification and measurement of the warrants related to the Company's business combination transaction did not include consideration of validating the conclusions with the SECadditional technical resources has been identified and included in management’s assessment. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to to, among other securities, the securities being shares of common stock offered under by this prospectus supplementsupplement and accompanying prospectus. This prospectus supplement does and the accompanying prospectus do not contain all of the information set forth included in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect pertaining to us and the securities being offered our common stock we are offering under this prospectus supplementsupplement 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 accompanying prospectus, copy of the registration contract or document that has been filed. Each statement in this prospectus supplement and the exhibits and schedules accompanying prospectus relating to a contract or document filed as a part an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the registration statement. You may read Exchange Act and copy the registration statementfile annual, as well as our reports, proxy statements quarterly and current reports and other information, at information with the SEC. Our filings with the SEC are available to the public on the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found 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 “Investor Information” 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. RoseThe consolidated financial statements of Global Medical REIT Inc. appearing in the Global Medical REIT Inc. Annual Report (Form 10-K) for the year ended December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2017 (including schedules appearing therein), have been audited by MaloneBailey, LLP, independent registered public accounting firm, has audited our as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements included are incorporated herein by reference in our annual reliance upon such report given on Form 10-K the authority of such firm as experts in accounting and auditing. The historical statements of revenues and certain operating expenses of the Belpre portfolio for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere 2017 appearing in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated Global Medical REIT Inc. Current Report (Form 8-K/A) dated June 22, 2018, have been audited by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated statements of revenues and certain operating expenses are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. We may offer, issue and sell from time to time, together or separately, the securities described in this prospectus, at an aggregate public offering price that will not exceed $500,000,000. We will provide the specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer and sell any securities unless accompanied by a prospectus supplement describing the amount of and terms of the offering of those securities. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We reserve the sole right to accept, and together with any underwriters, dealers and agents, reserve the right to reject, in whole or in part, any proposed purchase of securities. The names of any underwriters, dealers or agents involved in the sale of any securities, the specific manner in which they may be offered and any applicable commissions or discounts will be set forth in the prospectus supplement covering the sales of those securities. We expect to elect to be taxed as a real estate investment trust, or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2016. To assist us in complying with certain federal income tax requirements applicable to REITs, among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer.▇” Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “GMRE.” The last reported sale price of our common stock on the NYSE on June 14, 2017 was $9.41 per share. ▇▇▇▇▇We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter system. Please call If we decide to seek a listing for any of those securities, that will be disclosed in a prospectus supplement. Incorporation by Reference of Information Filed with the SEC at ▇1 About This Prospectus 1 Cautionary Note Regarding Forward-▇▇▇-▇▇▇-▇▇▇▇ for more Looking Statements 3 Where You Can Find More Information 2 Risk Factors 6 Global Medical REIT Inc. 5 Description of Capital Stock 8 Use of Proceeds 7 Legal Ownership of Securities 24 Description of Debt Securities 13 Plan of Distribution 60 Certain Provisions of Maryland Law and of Our Charter and Bylaws 27 Legal Matters 62 Experts 62 Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus or any accompanying prospectus supplement to “we,” “our,” “us” and “our company” refer to Global Medical REIT Inc., a Maryland corporation (the “Company”), together with its consolidated subsidiaries, including: (1) Global Medical REIT L.P. (the “Operating Partnership”), a Delaware limited partnership and (2) Global Medical REIT GP LLC (the “GP”), a Delaware limited liability company that is our wholly owned subsidiary and the sole general partner of our Operating Partnership. You should rely only on the information about contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the operation of information contained in this prospectus and any accompanying prospectus supplement, as well as information that we have previously filed with the Public Reference Room. The SEC maintains an Internet site that contains reportsU.S. Securities and Exchange Commission, proxy and information statements, and other information regarding issuers that file electronically with or the SEC, including Capricor Therapeuticsand incorporated by reference, Inc. is accurate only as of the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. The SEC’s Internet site can distribution of this prospectus and any accompanying prospectus supplement and the offering of our securities in certain jurisdictions may be found at ▇▇▇▇://▇▇▇restricted by law. If you possess this prospectus or any accompanying prospectus supplement, you should find out about and observe these restrictions. This prospectus and any accompanying prospectus supplement are not an offer to sell our securities and are not soliciting an offer to buy our securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See “Plan of Distribution” in this prospectus.▇▇▇.▇▇▇.

EXPERTS. RoseWithumSmith+Brown, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPPC, our independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K for the year ended December 31, 20162023 as set forth in their reports, which is are incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is and the accompanying prospectus form a part. Our consolidated financial statements are incorporated by reference in reliance on Rose, WithumSmith+▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC’s reportreports, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC This prospectus supplement is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act with respect to the securities being offered under this prospectus supplementAct. This prospectus supplement does and the accompanying prospectus do not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered we are offering under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read should rely only on the information contained in this prospectus supplement or incorporated by reference herein. Neither we nor the sales agent has authorized anyone else to provide you with different information. Neither we nor the sales agent is making an offer of our common shares in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the shares offered by this prospectus supplement. We file annual, quarterly and copy the registration statement, as well as our current reports, proxy statements and other information, at information with the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. our company. The SEC’s Internet site can be found at ▇▇▇▇://address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus supplement and is not incorporated by reference into this prospectus supplement.

EXPERTS. RoseThe financial statements as of December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2021 and 2020 and for each of the three years in the period ended December 31, 2021 incorporated by reference in this prospectus supplement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, has audited incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We may offer and sell the securities identified above, and the selling securityholders may offer and sell common stock, in each case from time to time in one or more offerings. This prospectus provides you with a general description of the securities. We will not receive any proceeds from the sale of our common stock by the selling securityholders. Each time we or any of the selling securityholders offer and sell securities, we or such selling securityholders will provide a supplement to this prospectus that contains specific information about the offering and, if applicable, the selling securityholders, as well as the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. In addition, the selling securityholders may offer and sell shares of our common stock from time to time, together or separately. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 7 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on The Nasdaq Global Select Market under the symbol “CRNX.” On August 9, 2021, the last reported sale price of our common stock on The Nasdaq Global Select Market was $16.88 per share. ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 2 THE COMPANY 4 RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 USE OF PROCEEDS 8 DIVIDEND POLICY 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF OTHER SECURITIES 22 GLOBAL SECURITIES 23 SELLING SECURITYHOLDERS 27 PLAN OF DISTRIBUTION 28 LEGAL MATTERS 29 EXPERTS 29 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings and the selling securityholders to be named in a supplement to this prospectus may, from time to time, sell shares of common stock from time to time in one or more offerings, as described in this prospectus. Each time that we or the selling securityholders offer and sell securities, we or the selling securityholders will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” Neither we, nor the selling securityholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the selling securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling securityholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial statements included condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in our annual report this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on Form 10-K for various factors, including those discussed under the year ended December 31heading “Risk Factors” contained in this prospectus, 2016the applicable prospectus supplement and any applicable free writing prospectus, which is and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Crinetics,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Crinetics Pharmaceuticals, Inc., unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. We use our pending trademark, Crinetics, in this prospectus. This prospectus supplement also includes trademarks, tradenames and elsewhere service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in the registration statement of which this prospectus supplement is a part. Our financial statements appear without the ® and ™ symbols, but those references are incorporated by reference not intended to indicate, in reliance on Roseany way, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportthat we will not assert, given on their authority as experts in accounting to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and auditingtradenames. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, such as us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other 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 or any prospectus supplement about these documents are summaries and each statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 6, 2021 and August 10, 2021, respectively; • the information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 30, 2021; • our Current Reports on Form 8-K, filed with the SEC on January 6, 2021, February 3, 2021, February 4, 2021, April 8, 2021, June 23, 2021, June 28, 2021, July 29, 2021 and August 10, 2021; and • the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on July 12, 2018 and any amendment or report filed with the SEC for the purpose of updating the 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, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has The audited our consolidated financial statements included in our annual report on Form 10-K for and management’s assessment of the year ended December 31effectiveness of internal control over financial reporting of Sun Communities, 2016, which is Inc. incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are part have been so incorporated by reference in reliance on Rose, ▇upon the reports of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP’s report, given on their independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. We are a reporting company and subject to the informational requirements of the Exchange Act, and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet address of that site can be found at is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Additionally, we make these filings available, free of charge, through the “Investors & Media” section of our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇ as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on the website listed above, except as described in the section titled “Incorporation of Certain Documents by Reference” below, is not, and should not be, considered part of this prospectus supplement and the accompanying prospectus and is not incorporated by reference into this document. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered in connection with this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, which are part of the registration statement, do not contain all of the information set forth in the registration statement, or the exhibits and schedules to the registration statement. For further information regarding us, please refer to the registration statement and the documents filed or incorporated by reference as 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 are not necessarily complete and, in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement and its exhibits from the SEC as indicated above or from us.

EXPERTS. RoseThe financial statements of Passage Bio, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc. as of December 31, 2023 and 2022, and for the years then ended, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement herein, and elsewhere in upon the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We From time to time, we may offer up to $200,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $200,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Stock Market under the symbol “PASG.” On February 29, 2024, the last reported sales price for our common stock was $1.71 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Stock Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. An investment in our securities involves a reporting company high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 3 as well as those included in any accompanying prospectus supplement and file annualin the documents incorporated by reference in this prospectus before investing in our securities. Common stock, quarterly preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and current reportsany applicable fees, proxy statements discounts or commissions, details regarding over-allotment options, if any, and other information with the SECnet proceeds to us will be set forth in a prospectus supplement. We have filed with The price to the SEC public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii RISK FACTORS 3 PROSPECTUS SUMMARY 1 WHERE YOU CAN FIND MORE INFORMATION 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 USE OF PROCEEDS 7 INCORPORATION OF INFORMATION BY REFERENCE 6 DESCRIPTION OF CAPITAL STOCK 10 PLAN OF DISTRIBUTION 8 DESCRIPTION OF WARRANTS 21 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF UNITS 24 DESCRIPTION OF SUBSCRIPTION RIGHTS 23 This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $200,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities under this shelf registration process, we will provide a prospectus supplement that will contain specific information about the terms of the offering. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement; provided that, if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. You should carefully read both this prospectus and any prospectus supplement together with the additional information described under the Securities Act with respect heading “Where You Can Find More Information” and “Incorporation of Information by Reference” before buying any of our securities in this offering. Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the securities being offered reliability of, any other information others may give you. You may not imply from the delivery of this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable prospectus supplement does not contain all of may only be used where it is legal to sell the information set forth in the accompanying securities. In this prospectus, unless the registration statement context otherwise requires, the terms “Passage,” “Passage Bio,” the “Company,” “we,” “us,” and “our” refer to Passage Bio, Inc., a Delaware corporation. “PASSAGE BIO” is a registered trademark, and the exhibits PASSAGE BIO mark, the Passage Bio logo and all product names are our common law trademarks. This prospectus, also contains or incorporates by reference documents that contain references to trademarks, trade names and service marks belonging to other entities. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the registration statementfullest extent under applicable law, our or its rights to these trademarks and trade names. For further information with respect We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included in this document are the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part property of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇their respective owners.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.

EXPERTS. Rose, ▇The consolidated financial statements of ▇▇▇▇▇ & ▇▇▇▇▇▇ Life Sciences, Inc. as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement herein, and elsewhere in upon the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are The audit report covering the December 31, 2020 consolidated financial statements refers to a reporting company and file annualchange in the method of accounting for leases as of January 1, quarterly and current reports2019 due to the adoption of FASB Accounting Standards Update 2016-02, proxy statements and other information with the SECLeases (Topic 842). We have This prospectus supplement is part of a registration statement we filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement and does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered we are offering under this prospectus supplementsupplement and the accompanying prospectus, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read should rely only on the information contained in this prospectus supplement and copy the registration statementaccompanying prospectus or incorporated by reference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, as well as our regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectus supplement. We file annual, quarterly and current reports, proxy statements and other information, at information with the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and will not be deemed to be incorporated by reference.

EXPERTS. RoseThe consolidated financial statements as of December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2019 and 2018, and for the years then ended, incorporated by reference in this prospectus supplement, the accompanying base prospectus and the registration statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, has audited our financial statements included incorporated herein by reference, given on the authority of said firm as experts in our annual auditing and accounting. The report on Form 10-K for contains an explanatory paragraph regarding the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this Company’s ability to continue as a going concern. This prospectus supplement is part of a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information registration statement we filed with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered we are offering under this prospectus supplementsupplement and the accompanying base prospectus, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You may read should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus supplement. We file annual, quarterly and copy the registration statement, as well as our current reports, proxy statements and other information, information with the SEC. Our SEC filings are available to the public at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Additional information about Heat Biologics, Inc. is contained at our website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information on our website is not incorporated by reference into this prospectus supplement. We make available on our website our SEC filings as soon as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents are also posted on our website: Code of Ethics and the Charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board of Directors.

EXPERTS. RoseThe consolidated financial statements of Zynerba Pharmaceuticals, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc. and subsidiary as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement herein, and elsewhere in upon the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are This prospectus supplement is part of a reporting company and file annual, quarterly and current reports, proxy statements and other information registration statement we filed with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered we are offering under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy should rely only on the registration statementinformation contained in this prospectus supplement or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectus supplement. We are currently subject to the reporting requirements of the Securities Exchange Act of 1934, as well as our amended, or the Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information, at information with the SEC. Our SEC filings are available to you on the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and in the “Investor Relations” section of our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus supplement.

EXPERTS. RoseThe consolidated financial statements of Nabriva Therapeutics plc as of December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2019 and 2020 and for each of the years in the three-year period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement herein, and elsewhere in upon the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that ▇▇▇▇▇▇▇ Therapeutics plc has incurred recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of that uncertainty. We are a subject to the information and periodic reporting company and requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance therewith, file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Our website is not a part of this prospectus supplement and is not incorporated by reference in this prospectus supplement. This prospectus supplement and the accompanying prospectus are part of a registration statement we filed with the SEC. This prospectus supplement and the accompanying prospectus omit 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 subsidiaries and the securities we are offering. Statements in this prospectus supplement and the accompanying 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. RoseThe consolidated financial statements of Rhythm Pharmaceuticals, ▇Inc. appearing in Rhythm Pharmaceuticals, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2023, and the effectiveness of Rhythm Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2023 have been audited by ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our as set forth in their reports thereon, included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in our annual report on Form 10-K for the year ended December 31subsequently filed documents will be, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference herein in reliance on Rose, ▇upon the reports of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on their the authority of such firm as experts in accounting and auditing. We may offer and sell the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “RYTM.” On February 27, 2023, the last reported sale price of our common stock on the Nasdaq Global Market was $24.67 per share. ABOUT THIS PROSPECTUS 1 THE COMPANY 3 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 2 USE OF PROCEEDS 5 RISK FACTORS 4 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF CAPITAL STOCK 6 GLOBAL SECURITIES 18 DESCRIPTION OF OTHER SECURITIES 17 LEGAL MATTERS 23 PLAN OF DISTRIBUTION 22 EXPERTS 23 This prospectus is part of a reporting company registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “Rhythm,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Rhythm Pharmaceuticals, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities. We use our trademarks and our logo, in this prospectus and the documents incorporated by reference. This prospectus and the documents incorporated by reference also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames. We file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet a web site that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, such as us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our web site address is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other 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 or any prospectus supplement about these documents are summaries and each statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2022. • The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 29, 2017 and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.