Common use of INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Clause in Contracts

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file subsequently later with the SEC will automatically update and supersede the information in this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus the information or documents listed below and any filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K ) that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our File No. 001-12830): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242023, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 277, 2024 (together, the “Annual Report”); • The information specifically , including all material incorporated by reference into therein; ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on March 26February 6, 2024 and April 4February 15, 2024; and • The ● the description of our Class A common stock shares contained in our Registration Statement on Form 8-A A, filed with SEC on October 326, 20052009, including any amendment or report filed with the SEC for the purpose of updating such description, including the description of our common stock in Exhibit 4.2 of the Annual Report. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished with such reports related to such items, and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (or corresponding information furnished under Item 9.01 or included i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, and (ii) after the date of this prospectus but prior to the termination of all offerings covered by this prospectus. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and addressLineage Cell Therapeutics, Inc., Attn: Secretary, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ; telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only may also access these documents on the information our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference or provided into this prospectus. Any statement contained in this prospectus, any supplement prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in into this prospectus modifies or in any document incorporated by reference in supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described aboveprospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SECit into this prospectus, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information The information incorporated by reference is considered to be a part of this prospectus, and information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between and supersede information set forth contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterand any accompanying prospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC: ● Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020; ● our Definitive Proxy Statement on Schedule 14A, filed on April 9, 2020; ● our Current Reports on Form 8-K filed with the SEC on February 7, 2020, March 10, 2020, April 1, 2020, as amended by the Amendment on Form 8-K/A filed with the SEC on April 21, 2020, and April 7, 2020 (other than any filings portions thereof deemed furnished and not filed); and ● the description of our common stock, par value $0.0001 per share, contained in our Form 8-A filed on April 14, 2015, including any amendment or report filed for the purpose of updating such description. All reports and other documents that we make file with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to but before the termination of the offering made pursuant of the securities hereunder will also be considered to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically be incorporated by reference into our Annual Report this prospectus from our definitive proxy statement on Schedule 14Athe date of the filing of these reports and documents, filed with and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in will not be considered incorporated by reference into this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)prospectus. We encourage you undertake to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide without charge to each person, person (including any beneficial owner) who receives a copy of this prospectus, to whom a prospectus is delivered, at no costupon written or oral request, a copy of any or all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Additional Information,” above. We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above. The aggregate public offering price of the securities that we are offering will not exceed $200,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the time of the offering. Our common stock is listed on the Nasdaq Global Market under the symbol “CRBP.” The last reported sale price for our common stock on January 4, 2018 as quoted on the Nasdaq Global Market was $8.35 per share. You are urged to obtain current market quotations of our common stock. We have no preferred stock, warrants, debt securities, subscription rights or units listed on any market. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. Investing in our securities involves risk. You should carefully consider the risks that we refer you to under the section captioned “Risk Factors” in this prospectus but not delivered with on page 3 before buying our securities. Should we offer any of the securities described in this prospectus, upon written we will provide you with the specific terms of the particular securities being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may sell these securities directly to our stockholders or telephonic request to us at other purchasers or through agents on our principal executive offices at behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the following telephone number sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and address: any applicable fees, commissions or discounts. ABOUT THIS PROSPECTUS 1 RISK FACTORS 3 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 28 FORWARD-LOOKING STATEMENTS 28 THE SECURITIES WE MAY OFFER 30 RATIOS OF COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS TO EARNINGS 29 DESCRIPTION OF STOCK WARRANTS 33 DESCRIPTION OF CAPITAL STOCK 30 DESCRIPTION OF SUBSCRIPTION RIGHTS 39 DESCRIPTION OF DEBT SECURITIES 34 FORMS OF SECURITIES 41 DESCRIPTION OF UNITS 40 LEGAL MATTERS 46 PLAN OF DISTRIBUTION 43 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 46 EXPERTS 46 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 48 ADDITIONAL INFORMATION 47 ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. is referred to herein as “▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You should may only rely only on the information incorporated contained in this prospectus and the accompanying prospectus supplement or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials prospectus supplement is correct as of any time after its date. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf registration process, we may use. We have not authorized from time to time offer and sell, in one or more offerings, any person to provide information other than that provided or all of the securities described in this prospectus, any supplement separately or together, up to this an aggregate offering price of $200,000,000. This prospectus or any other offering materials provides you with a general description of our securities being offered. When we may use. You should assume that issue the information in securities being offered by this prospectus, any we will provide a prospectus supplement and any other offering materials we may use is accurate only (which term includes, as of applicable, the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this at-the-market sales agreement prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to with the registration statement, statement of which this prospectus forms a part) that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Additional Information” and “Incorporation of Certain Information by Reference.” The following summary highlights some information from this prospectus. It is not complete and does not contain all of the information that you should consider before making an investment decision. You should read this entire prospectus, including the “Risk Factors” section on page 3 and the disclosures to which that section refers you, the financial statements and related notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus before investing in any of the securities described in this prospectus. We are a clinical stage pharmaceutical company, focused on the development and commercialization of novel therapeutics to treat rare, chronic and serious inflammatory and fibrotic diseases with clear unmet medical needs. Our product anabasum is a novel synthetic oral endocannabinoid-mimetic drug that is intended to resolve chronic inflammation and halt fibrotic processes without causing immunosuppression. Anabasum has generated positive clinical data in three consecutive Phase 2 studies in diffuse cutaneous systemic sclerosis, cystic fibrosis and dermatomyositis. Anabasum is also being evaluated in open-label extension studies in systemic sclerosis and skin- predominant dermatomyositis and in a Phase 3 study in systemic sclerosis, and we are currently planning for and finalizing the design of a Phase 2b study in cystic fibrosis and expect to commence the study in the first quarter of 2018. Anabasum is a synthetic, rationally-designed oral small molecule drug that selectively binds to the cannabinoid receptor type 2, or as an exhibit CB2, found on activated immune cells, fibroblasts and muscle cells. Anabasum stimulates the production of Specialized Pro-Resolving Lipid Mediators (SPMs) that act to resolve inflammation and halt fibrosis by activating endogenous pathways. These endogenous resolution pathways are normally activated in healthy individuals during the documents incorporated by referencecourse of normal immune responses but are dysfunctional in patients with chronic inflammatory and fibrotic diseases. You can obtain copies Through its activation of these documents the CB2 receptor, anabasum is designed to drive innate immune responses from the SEC activation phase through completion of the resolution phase. The CB2 receptor plays an endogenous role in modulating and resolving inflammation by, in effect, turning heightened inflammation “off” and restoring homeostasis. We are currently developing anabasum to treat four life-threatening diseases: systemic sclerosis; cystic fibrosis; diffuse cutaneous, skin-predominant dermatomyositis; and systemic lupus erythematosus, or from usSLE. The United States Food and Drug Administration, or the FDA, has granted anabasum Orphan Designation as described abovewell as Fast Track Status for both cystic fibrosis and systemic sclerosis. The European Medicines Authority, or the EMA, has granted anabasum Orphan Designation for both cystic fibrosis and systemic sclerosis.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectusprospectus supplement. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference into this prospectus supplement the information or documents listed below and any filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K) that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our File No. 001-12830): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2023, filed with the SEC on March 7, 2024 (the “Annual Report”), including all material incorporated by reference therein from our definitive Proxy Statement on Schedule 14A for our 2024 annual meeting of shareholders filed with the SEC on April 29, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30May 9, 2024; • Our ● our Current Reports on Form 8-K, K filed with the SEC on February 6, 2024, February 15, 2024, and March 26, 2024 and April 422, 2024; and • The ● the description of our Class A common stock shares contained in our Registration Statement on Form 8-A A, filed with SEC on October 326, 20052009, including any amendment or report filed with the SEC for the purpose of updating such description, including the description of our common shares in Exhibit 4.02 of the Annual Report. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits furnished with such reports related to such items, and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included as an exhibit 15(d) of the Exchange Act after the date of this prospectus supplement but prior to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantthe termination of the offering of the common shares covered by this prospectus supplement. We will provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with this prospectusthe prospectus supplement, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and addressLineage Cell Therapeutics, Inc., Attn: Secretary, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ; telephone: (▇▇▇) ▇▇▇-▇▇▇▇. You may also access these documents on our 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. Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, Attn: Investor Relationsexcept as so modified or superseded, to constitute a part of this prospectus supplement. From time to time, we may offer up to $200,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including pursuant to any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should rely only on carefully read this prospectus, the information applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference into any of the foregoing, before you invest in any of the securities being offered. Our common shares trade on the NYSE American and the Tel Aviv Stock Exchange (“TASE”) under the symbol “LCTX.” On March 5, 2024, the last reported sale price of our common shares on the NYSE American was $1.08 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NYSE American, TASE, or any securities market or other exchange of the securities, if any, covered by such prospectus supplement. We may sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus and in the prospectus supplement for the applicable offering. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the 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 i RISK FACTORS 5 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 DESCRIPTION OF DEBT SECURITIES 8 DESCRIPTION OF CAPITAL STOCK 6 PLAN OF DISTRIBUTION 18 DESCRIPTION OF WARRANTS 14 EXPERTS 20 LEGAL MATTERS 20 WHERE YOU CAN FIND MORE INFORMATION 20 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 21 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer and sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. 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. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as of on any date subsequent to the date set forth on its cover page and the front of such document or that any information in a document we have incorporated by reference is accurate only as of correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents as described below under the heading “Where You Can Find More Information.” The following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, the applicable prospectus supplement and any related free writing prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Unless the context otherwise requires, references in this prospectus to “Lineage,” “we,” “us,” “our” and similar terms refer to Lineage Cell Therapeutics, Inc. and its consolidated subsidiaries. We are a clinical-stage biotechnology company developing novel allogeneic, or “off-the-shelf,” cell therapies to address unmet medical needs. Our programs are based on our proprietary cell-based technology platform and associated development and manufacturing capabilities. From this platform, we design, develop, manufacture, and test specialized human cells with anatomical and physiological functions similar or identical to cells found naturally in the human body. The cells we manufacture are created by applying directed differentiation protocols to established, well-characterized, and self-renewing pluripotent cell lines. These protocols generate cells with characteristics associated with specific and desired developmental lineages. Cells derived from such lineages which are relevant to the underlying condition are transplanted into patients in an effort to (a) replace or support cells that are absent or dysfunctional due to degenerative disease, aging, or traumatic injury, and (b) restore or augment the patient’s functional activity. Our business strategy is to efficiently leverage our technology platform and our development, formulation, delivery, and manufacturing capabilities to advance our programs internally or in conjunction with strategic partners to further enhance their value and probability of success. A significant area of focus is a collaboration we entered into with ▇. ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Ltd and Genentech, Inc., a member of the Roche Group (collectively or individually, “Roche” or “Genentech”), under which our lead cell therapy program known as OpRegen®, is being developed for the treatment of ocular disorders, including geographic atrophy (“GA”) secondary to age-related macular degeneration (“AMD”). OpRegen (also known as RG6501) is a suspension of human allogeneic retinal pigmented epithelial (“RPE”) cells and is currently being evaluated in a Phase 2a multicenter clinical trial in patients with GA secondary to AMD. OpRegen subretinal delivery has the potential to counteract RPE cell loss in areas of GA lesions by supporting retinal cell health and improving retinal structure and function. Under the terms of the Collaboration and License Agreement we entered into with Roche in December 2021, we received a $50.0 million upfront payment in January 2022 and are eligible to receive up to an additional $620.0 million in developmental, regulatory, and commercialization milestone payments. We also are eligible to receive tiered double-digit percentage royalties on net sales of OpRegen in the U.S. and other major markets. Our most advanced unpartnered product candidate is OPC1, an allogeneic oligodendrocyte progenitor cell therapy designed to improve recovery following a spinal cord injury (“SCI”). OPC1 has been tested in two clinical trials to date; a five patient Phase 1 clinical trial in acute thoracic SCI, where all subjects were followed for at least 10 years, and a 25 patient Phase 1/2a multicenter clinical trial in subacute cervical SCI, where all subjects were evaluated for at least two years. Results from both studies have been published in the Journal of Neurosurgery Spine. OPC1 clinical development has been supported in part by a $14.3 million grant from the SEC California Institute for Regenerative Medicine. In February 2024, we announced the clearance by the FDA of our Investigational New Drug (“IND”) amendment for OPC1. Pursuant to the IND amendment, we have initiated activities to open our first clinical site in the DOSED (Delivery of Oligodendrocyte Progenitor Cells for Spinal Cord Injury: Evaluation of a Novel Device) clinical study, to evaluate the safety and utility of a novel spinal cord delivery device to administer OPC1 to the spinal parenchyma in subacute and chronic SCI patients. We expect the initial clinical site opening to occur in the second quarter of 2024. Our neuroscience focused pipeline of allogeneic, or “off-the-shelf”, cell therapy programs currently includes: ● RG6501 (OpRegen), an allogeneic RPE cell replacement therapy currently in a Phase 2a multicenter, open-label, single arm clinical trial, being conducted by Genentech, for the treatment of GA secondary to AMD, also known as atrophic or dry AMD. ● OPC1, an allogeneic oligodendrocyte progenitor cell therapy which will be evaluated in the DOSED clinical study, to test the safety and utility of a novel spinal cord delivery device in both subacute and chronic spinal cord injuries and continues to be evaluated in long-term follow-up from usa Phase 1/2a multicenter clinical trial for subacute cervical spinal cord injuries. ● ANP1, as described above.an allogeneic auditory neuron progenitor cell transplant currently in preclinical development for the treatment of debilitating hearing loss. ● PNC1, an allogeneic photoreceptor cell transplant currently in preclinical development for the treatment of vision loss due to photoreceptor dysfunction or damage. ● RND1, a novel hypoimmune induced pluripotent stem cell line being developed in collaboration with Eterna Therapeutics Inc., which will be evaluated for differentiation into cell transplant product candidates for ce

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose publicly available documents. The information incorporated that we incorporate by reference in this prospectus is an important considered to be part of this prospectus. Information that Because we file subsequently are incorporating by reference future filings with the SEC will automatically update SEC, this prospectus supplement is continually updated, and those future filings may modify or supersede some of the information included or incorporated in this prospectus. In other words, in You should review all of the case SEC filings that we incorporate by reference to determine if any of a conflict or inconsistency between information set forth the statements in this prospectus and/or information or in any document previously incorporated by reference into have been modified or superseded. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934(in each case, as amended, other than those documents or the Exchange Act, (iportions of those documents not deemed to be filed) after until the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination completion of the offering made pursuant to of securities described in this prospectus: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242023, as filed with the SEC on March 26February 28, 2024, as amended by the Annual ; • our Quarterly Report on Form 10-K/A Q for the quarter ended March 31, 2024, as filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30May 7, 2024; • Our our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024; • our Current Reports on Form 8-K, as filed with the SEC on January 8, 2024, February 28, 2024 (filed under Item 5.02), March 2615, 2024, March 20, 2024 and April 42, 2024; and • The the description of our Class A common stock contained in our Registration Statement on Form 8-A A, filed October 3with the SEC on January 26, 20052007, as amended by the description of our common stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 23, 2023, and including any amendment or report filed with the SEC for the purpose of updating such description. Nothing We do not, however, incorporate by reference in this prospectus shall be or any prospectus supplement any documents or portions thereof that are not deemed to incorporate “filed” with the SEC, including any information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit unless, and except to Form 8-K). We encourage you to read our periodic and current the extent, specified in such reports. We think You may request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy of any by contacting us, either orally or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectusin writing, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressat: Mardi ▇. ▇▇▇▇ Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Drive, ▇▇▇▇▇▇▇▇▇Suite 200 West Conshohocken, ▇▇▇▇▇ ▇▇▇▇▇, Pennsylvania 19428 (▇▇▇) ▇▇▇-▇▇▇▇ You may also access these documents, free of charge on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The reference to our website is intended to be an inactive textual reference only. The information contained in, Attn: Investor Relationsor that can be accessed through, our website is not part of this prospectus. This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should rely only on read the exhibits carefully for provisions that may be important to you. Neither we nor any selling stockholder have authorized anyone to provide you with information other than what is incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovesupplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or supplement supersedes information incorporated by reference into that we filed with the SEC prior to the date of this prospectus, you should rely on the information contained in the document that was filed laterprospectus supplement. We incorporate by reference into this prospectus supplement and the registration statement of which this prospectus supplement is a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: File No. 001-38542): • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242020, filed with the SEC on March 2611, 20242021; • our definitive Proxy Statement on Schedule 14A , as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27April 29, 2024 2021, as subsequently amended on June 2, 2021 (together, the “Annual Report”); • The information specifically excluding those portions that are not incorporated by reference into our Annual Report from on Form 10-K for the fiscal year ended December 31, 2020); • our definitive proxy statement Quarterly Reports on Schedule 14AForm 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC on April 30May 12, 20242021, August 12, 2021 and November 9, 2021, respectively; • Our our Current Reports on Form 8-K, K filed with the SEC on March 26January 11, 2024 2021, June 1, 2021, June 2, 2021, June 30, 2021, November 9, 2021 and April 4November 15, 20242021, in each case to the extent the information in such reports is filed and not furnished; and • The the description of our Class A common stock contained in our Registration Statement on Form registration statement onForm 8-A filed October 3with the SEC on June 19, 20052018, including any amendment amendments or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing Notwithstanding the statements in this prospectus shall be deemed the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to incorporate information furnished to but not filed with the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus. We also incorporate by reference into this prospectus supplement all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included 15(d) of the Exchange Act after the date of this prospectus supplement but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and address▇▇▇▇▇ Life Sciences, Inc., Attn: ▇▇▇▇ ▇▇▇▇▇▇, Secretary, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ; telephone: (▇▇▇) ▇▇▇-▇▇▇▇. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, Attn: Investor Relationssuperseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement. From time to time, we may offer up to $200,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should rely only carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “KZR.” On September 10, 2020, the last reported sale price of our common stock was $4.66 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on Nasdaq or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 23, 2020. ABOUT THIS PROSPECTUS i SUMMARY 1 RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 10 USE OF PROCEEDS 12 DESCRIPTION OF CAPITAL STOCK 13 DESCRIPTION OF DEBT SECURITIES 19 DESCRIPTION OF WARRANTS 26 LEGAL OWNERSHIP OF SECURITIES 28 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 33 EXPERTS 33 WHERE YOU CAN FIND MORE INFORMATION 33 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 34 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, nor any agent, underwriter or provided dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into reference in this prospectus supplement and the accompanying prospectus much of the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose publicly available documents. The information that we incorporate by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus or any document previously incorporated by reference is an important part of this prospectushave been modified or superseded. Information that we The SEC file subsequently with number for the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth documents incorporated by reference in this prospectus and/or information incorporated by reference into this prospectus, you should rely on supplement is 001‑37717. This prospectus supplement and the information contained in the document that was filed later. We accompanying prospectus incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934(in each case, as amended, other than those documents or the Exchange Act, (iportions of those documents not deemed to be filed) after until the initial filing offering of the securities under the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on is terminated or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectuscompleted: • Our · our Annual Report on Form 10-K 10‑K for the fiscal year ended December 31, 2016, which was filed with the SEC on February 323, 20242017; · our Quarterly Reports on Form 10‑Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, filed with the SEC on March 26May 4, 20242017, as amended by the Annual Report August 9, 2017 and October 31, 2017, respectively; · our Current Reports on Form 10-K/A 8‑K filed with the SEC on January 26, 2017, March 2730, 2024 (together2017, May 25, 2017, May 30, 2017, August 18, 2017 and September 12, 2017, to the “Annual Report”)extent the information in such reports is filed and not furnished; • The information specifically incorporated by reference into · our Annual Report from our definitive proxy statement Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 3017, 2024; • Our Current Reports on Form 8-K, filed with 2017 (other than the SEC on March 26, 2024 portions thereof which are furnished and April 4, 2024not filed); and • The · the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 38‑A, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each personon March 11, 2016, including any beneficial owner, to whom amendments or reports filed for the purposes of updating this description. You may request a prospectus is deliveredcopy of these filings, at no cost, a copy by writing or telephoning us at the following address or phone number: From time to time, we may offer up to $150,000,000 of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is traded on the NYSE-MKT under the symbol ‘‘SENS.’’ On March 31, 2017, the last reported sales price of our common stock was $1.79 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NYSE-MKT or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled ‘‘Plan of Distribution’’ in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the 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 i SUMMARY 1 RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS 7 USE OF PROCEEDS 7 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF WARRANTS 20 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 27 EXPERTS 27 WHERE YOU CAN FIND MORE INFORMATION 27 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 27 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 28 This prospectus is a part of a registration statement on Form S‑3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a ‘‘shelf’’ registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading ‘‘Incorporation of Certain Information By Reference,’’ before investing in any of the securities offered. You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading ‘‘Where You Can Find More Information.’’ This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading ‘‘Risk Factors’’ contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on also carefully read the information incorporated by reference or provided into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Unless the context indicates otherwise, as used in this prospectus, any supplement the terms ‘‘Senseonics,’’ ‘‘the Company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Senseonics Holdings, Inc. and, where appropriate, our subsidiary. We use Senseonics, the Senseonics logo and Eversense as trademarks in the United States and other countries. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. We are a medical technology company focused on the design, development and commercialization of glucose monitoring systems to improve the lives of people with diabetes by enhancing their ability to manage their disease with relative ease and accuracy. Our first generation continuous glucose monitoring, or any CGM, system, Eversense, is a reliable, long-term, implantable CGM system that we have designed to continually and accurately measure glucose levels in people with diabetes for a period of up to 90 days, as compared to five to seven days for currently available CGM systems. We believe Eversense will provide people with diabetes with a more convenient method to monitor their glucose levels in comparison to the traditional method of self-monitoring of blood glucose, or SMBG, as well as currently available CGM systems. In our U.S. pivotal clinical trial, we observed that Eversense measured glucose levels over 90 days with a degree of accuracy superior to that of other offering materials currently available CGM systems. Our Eversense system is currently approved for sale in Europe and we submitted our pre-market approval, or PMA, application to the U.S. Food and Drug Administration, or FDA, in October 2016. We expect the PMA process could take between six and 18 months. We intend to initiate commercial launch in the United States immediately upon receipt of PMA approval. Diabetes is a chronic, life-threatening disease for which there is no known cure. The disease is caused by the body’s inability to produce or effectively utilize the hormone insulin, which prevents the body from adequately regulating blood glucose levels. If diabetes is not managed properly, it can lead to serious health conditions and complications, including heart disease, limb amputations, loss of kidney function, blindness, seizures, coma and even death. According to the International Diabetes Federation, or IDF, an estimated 415 million people worldwide had diabetes in 2015. The number of people with diabetes worldwide is estimated to grow to 642 million by 2040 due to various reasons, including changes in dietary trends, an aging population and increased prevalence of the disease in younger people. Diabetes is typically classified into two primary types. Type 1 diabetes is an autoimmune disorder that usually develops during childhood and is characterized by the inability of the body to produce insulin, resulting from destruction of the insulin producing beta cells of the pancreas. Type 2 diabetes is a metabolic disorder that results when the body is unable to produce sufficient amounts of insulin or becomes insulin resistant. People with Type 1 diabetes must administer insulin, either by injection or insulin pump, to survive. People with Type 2 diabetes may userequire diet and nutrition management, exercise, oral medications or the administration of insulin to regulate blood glucose levels. In an attempt to maintain blood glucose levels within the normal range, many people with diabetes seek to actively monitor their blood glucose levels. The traditional SMBG method of glucose monitoring requires lancing the fingertips, commonly referred to as fingersticks, multiple times per day and night to obtain a blood drop to be applied to a test strip inside a blood glucose meter. This method of monitoring glucose levels is inconvenient and can be painful and, because each measurement represents a single blood glucose value at a single point in time, it provides limited information regarding trends in blood glucose levels. In contrast, CGM systems are generally less painful and involve the insertion of sensors into the body to measure glucose levels in the interstitial fluid throughout the day and night, providing real-time data that shows trends in glucose measurements. Since CGM measurements from interstitial tissue are inherently less accurate than test-strip measurements made directly from the blood, the FDA and other device regulators historically have required that CGMs be labeled and marketed as ‘‘adjunctive’’ to test-strip measurements, with instructions that patients confirm CGM measurements with test-strip measurements using blood obtained from fingersticks prior to self-medicating. Recent improvements in the accuracy of CGM systems have led to the FDA issuing the first ‘‘non-adjunctive’’ label in 2016. We expect that the approval of the Eversense PMA will have an ‘‘adjunctive’’ label initially. Our plans will be to pursue a ‘‘non-adjunctive’’ label as soon as possible. Currently available CGM systems are often inconvenient, requiring frequent sensor replacement and an extra device, called a receiver, to monitor glucose readings, and have limited safety features. We have not authorized any person designed Eversense to continually and accurately measure glucose levels under the skin for up to 90 days, as compared to five to seven days for currently available CGM systems. Eversense also includes additional safety features that warn the user before the occurrence of adverse events and provide information other than distinct on-body vibrations in a number of situations, such as when low or high glucose levels are reached. We believe that provided in this prospectusEversense provides a more convenient method of continuous glucose monitoring by providing longer duration, any supplement to this prospectus equal or any other offering materials we may use. You should assume that the information in this prospectussuperior accuracy, any prospectus supplement and any other offering materials we may use is accurate only as state of the date art communications and analytical capabilities, on-body alarms and alerts and the convenience of being able to take the transmitter on its cover page and that any information in a document we have incorporated by reference is accurate only as off with no loss of the date sensor. We initiated our U.S. pivotal trial in January 2016 and completed this trial in July 2016. In November 2016, at the Diabetes Technology Meeting we presented the trial data. This trial, which was fully enrolled with 90 subjects, was conducted at eight sites in the United States. In the trial, we measured the accuracy of Eversense measurements through 90 days after insertion. We also assessed safety through 90 days after insertion or through sensor removal. In the document incorporated by reference. The statements that trial, we make in this prospectus observed a mean absolute relative difference, or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statementMARD, of which this prospectus forms a part, or as an exhibit to 8.8% utilizing two calibration points for Eversense across the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.40‑400 mg/d

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We SEC rules allow us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the documents that contain such informationSEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information that , and the information we file subsequently with the SEC prior to the completion of this offering will automatically update this prospectusand supersede such information. In other words, in We previously filed the case of a conflict or inconsistency between information set forth in this prospectus and/or information following documents with the SEC and such filings are incorporated by reference into this prospectus, you should rely on prospectus supplement and the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 26February 22, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 2022 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from including portions of our definitive proxy statement on Schedule 14AProxy Statement for the 2022 Annual Meeting of Stockholders, filed with the SEC on April 1, 2022 that are specifically incorporated therein by reference); • Quarterly Report on Form 10-Q for the quarters ended March 31, 2022, filed May 10, 2022, June 30, 20242022, filed August 9, 2022, September 30, 2022 filed November 8, 2022; and • Our Current Reports on Form 8-KK filed January 10, filed 2022; February 4, 2022; May 12, 2022; August 24, 2022; and October 12, 2022. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC on March 26under Section 13(a), 2024 and April 413(c), 2024; and • The description 14 or 15(d) of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3the Exchange Act, 2005, including any amendment or report filed with from the SEC for the purpose date of updating such description. Nothing in this prospectus shall be deemed to incorporate supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information furnished to but not filed with the SEC pursuant to “furnished” under Item 2.02 or Item 7.01 of Form 8-K (or corresponding other information furnished under Item 9.01 “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC or included through the SEC’s website as described in “Where You Can Find More Information.” Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are has been specifically incorporated by reference into this prospectus but not delivered with this prospectussupplement, upon written by writing or telephonic request to us at calling our principal executive offices Investor Relations Department at the following address and telephone number number. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and address: amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇ ▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Land Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, (VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇) -▇▇▇-▇▇▇▇. The SEC also maintains a website that contains reports, Attn: Investor Relations. You should rely only on proxy and information statements, and other information regarding issuers that file electronically with the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useSEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that contain all of the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, of which this prospectus forms a part, or as an exhibit to you may examine the documents incorporated by reference. You can obtain copies of these documents from registration statement on Form S-3 and the SEC or from us, as described aboveexhibits filed with it at the locations listed in the previous paragraph.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file have filed with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important deemed to be part of this prospectus supplement and the accompanying prospectus. Information , and subsequent information that we file subsequently with the SEC Securities and Exchange Commission 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. In other words, in prospectus supplement and accompanying prospectus to the case of extent that a conflict or inconsistency between information set forth statement contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on supplement or the information contained in the document accompanying prospectus modifies or replaces that was filed laterstatement. We incorporate by reference the our documents listed below and any future filings we make made by us with the SEC Securities and Exchange Commission under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains in this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after between the date of this prospectus supplement and prior to the termination of the offering made 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 “filed” with the Securities and Exchange Commission, including our Compensation Committee report and performance graph or any information furnished pursuant to this prospectusItems 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 Securities and Exchange Commission: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC Securities and Exchange Commission on March 2613, 2024, as amended by the Annual 2020; • our Quarterly Report on Form 10-KQ for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 11, 2020; • our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the Securities and Exchange Commission on August 6, 2020, and as subsequently amended on Form 10-Q/A filed with the SEC Securities and Exchange Commission on March 27August 28, 2024 (together, the “Annual Report”)2020; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on March Securities and Exchange Commission onJanuary 17, 2020, February 19, 2020, February 24, 2020, February 26, 2024 2020, March 5, 2020, March 25, 2020, April 13, 2020, April 16, 2020 (two reports), April 20, 2020, April 22, 2020, April 24, 2020, May 1, 2020, May 8, 2020, May 15, 2020, May 19, 2020, May 22, 2020, June 1, 2020 (two reports), June 2, 2020, June 3, 2020, June 5, 2020, June 26, 2020 (two reports), June 30, 2020, July 2, 2020, July 8, 2020, July 16, 2020 (two reports), July 17, 2020, July 20, 2020, July 21, 2020, and April 4July 27, 20242020; and • The the description of our Class A the Company’s common stock and warrants contained in our Registration Statement on the Form 8-A filed October 3with the Securities and Exchange Commission on September 17, 20052018, including any amendment amendments thereto or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in 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 prospectus shall be deemed to incorporate offering, including, but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic Securities and current reports. We think these reports provide additional information about our company which prudent investors find important. We Exchange Commission, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with supplement and the accompanying prospectus and deemed to be part of this prospectus, upon written or telephonic request to us at our principal executive offices at prospectus supplement and the following telephone number accompanying prospectus from the date of the filing of such reports and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relationsdocuments. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. 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: You may also access the documents incorporated by reference in this prospectus through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that provided contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is ▇▇▇.▇▇▇.▇▇▇. We make available free of charge on or through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at ▇▇▇.▇▇▇.▇▇▇. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $75,000,000. We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.” Our common stock is listed on the Nasdaq Capital Market under the symbol “BSGM.” On March 21, 2019, the last reported sale price of our common stock as reported on the Nasdaq Capital Market was $6.00 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. Effective as of 5:00 pm Eastern Time on September 11, 2018, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock, at a ratio of one share for 2.5 shares. All share and per share prices in this prospectus have been adjusted to reflect the reverse stock split. ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 6 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF UNITS 14 PLAN OF DISTRIBUTION 15 LEGAL MATTERS 17 EXPERTS 17 WHERE YOU CAN FIND MORE INFORMATION 17 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 18 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the incorporated document. The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities. You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any other offering materials we may useprospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement and or any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in applicable documents, regardless of the time of delivery of this prospectus or in any document incorporated by reference in this prospectus about the contents sale of any other documents are not necessarily completesecurities. Our business, financial condition, results of operations and are qualified in their entirety by referring you to copies of those documents prospects may have changed since that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedate.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to "incorporate by reference” into this prospectus the " information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information contained in this prospectus supplement and the accompanying prospectus and information that we file subsequently with the SEC in the future and incorporate by reference in this prospectus supplement and the accompanying prospectus will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any future filings (other than Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 and exhibits filed on such form that are related to such items) we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of the prospectus supplement and before the sale of all the securities covered by this prospectus and prior to the termination of the offering made pursuant to this prospectussupplement: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242014, filed with the SEC on March 263, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2015; • The the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2014 from our definitive proxy statement relating to our 2015 annual meeting of stockholders, which was filed with the SEC on Schedule 14AMarch 30, 2015; • our Quarterly Report on Form 10-Q for the three months ended March 31, 2015, filed with the SEC on April May 7, 2015; • our Quarterly Report on Form 10-Q for the six months ended June 30, 20242015, filed with the SEC on August 4, 2015; • Our our Current Reports on Form 8-K, K filed with the SEC on March 26January 30, 2024 2015, May 15, 2015, July 1, 2015 and April 4August 18, 20242015; and • The the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A filed with the SEC on October 3, 20052000, including any amendment amendments or report reports filed with the SEC for the purpose of updating such description. Nothing You may request a copy of these filings at no cost, by writing us at Rigel Pharmaceuticals, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Secretary or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇. From time to time, we may offer and sell up to $150,000,000 of any combination of our common stock, preferred stock, debt securities or warrants described in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 prospectus, either individually or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)in combination. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantmay also offer common stock or preferred stock upon the conversion of debt securities, common stock upon the conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants. We will provide the specific terms of these offerings and securities in one or more supplements to each personthis prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, including update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any beneficial ownerrelated free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on the Nasdaq Global Market under the trading symbol "RIGL." On May 5, 2015, the last reported sale price of our common stock was $4.00 per share. The applicable prospectus supplement will contain information, where applicable, as to whom other listings, if any, on the Nasdaq Global Market or other securities exchange of the securities covered by the applicable prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled "Plan of Distribution" in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over- allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS i PROSPECTUS SUMMARY 1 RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS 6 USE OF PROCEEDS 6 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF WARRANTS 17 LEGAL OWNERSHIP OF SECURITIES 19 PLAN OF DISTRIBUTION 22 LEGAL MATTERS 24 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION BY CERTAIN INFORMATION BY REFERENCE 25 This prospectus is deliveredpart of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (SEC), at no costutilizing a "shelf" registration process. Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more offerings, up to a copy total dollar amount of $150,000,000 of any combination of the securities described in this prospectus. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or all more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that are we have incorporated by reference into this prospectus but not delivered with prospectus. We urge you to read carefully this prospectus, upon written any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading "Incorporation of Certain Information by Reference," before buying any of the securities being offered. You should rely only on the information contained in, or telephonic request incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or additional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled "Where You Can Find More Information." This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us at or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. Rigel Pharmaceuticals, Inc. was incorporated in Delaware in June 1996, and is based in South San Francisco, California. We are a clinical-stage drug development company that discovers and develops novel, small-molecule drugs for the treatment of inflammatory and autoimmune diseases, cancers, and muscle disorders. Our pioneering research focuses on signaling pathways that are critical to disease mechanisms. We currently have the following product candidates in development: fostamatinib, an oral spleen tyrosine kinase (SYK) inhibitor, which is in Phase 3 clinical trials for immune thrombocytopenic purpura (ITP) and recently initiated a Phase 2 clinical trial for IgA nephropathy (IgAN); R348, an opthalmic JAK/SYK inhibitor, in a Phase 2 clinical trial for dry eye in ocular graft-versus-host disease (GvHD); two oncology product candidates in Phase 1 development with partners BerGenBio AS (BerGenBio) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Daiichi); and two preclinical programs with partners AstraZeneca AB (AZ), for R256 in asthma, and ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company (BMS), for TGF beta inhibitors in immuno-oncology. Since the fall of 2014, we have experienced the following business events: • In February 2015, we announced that we entered into a collaboration agreement with BMS for the discovery, development and commercialization of cancer immunotherapies based on our extensive portfolio of small molecule TGF beta receptor kinase inhibitors. Pursuant to the collaboration agreement with BMS, we received a noncreditable and non-refundable upfront payment of $30.0 million in March 2015. • In January 2015, we announced that our Phase 3 clinical program in fostamatinib for the treatment of ITP is actively enrolling patients in the United States (U.S.) and Europe. We expect to report top line results of the two clinical studies in the middle of 2016. • In January 2015, we announced that we are initiating a Phase 2 clinical trial of fostamatinib in patients with ▇▇▇▇, a chronic autoimmune disease of the kidneys, and expect to report results in the second half of 2016. • In January 2015, we announced that in December 2014 we earned a non-refundable payment of $5.8 million from AZ resulting from AZ's continued development of R256 in asthma as of December 2014. • In November 2014, we announced that ▇▇▇▇▇ ▇. ▇▇▇▇▇ retired from the Board of Directors and from his positions as Chairman and Chief Executive Officer, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, then President and Chief Operating Officer, assumed the position of Chief Executive Officer and joined the Board of Directors. • In October 2014, we earned a milestone payment of $2.5 million from AZ for its initiation of a good laboratory practices (GLP) toxicology study with R256 for the potential treatment of moderate to severe chronic asthma. We were incorporated in Delaware in June 1996. Our principal executive offices office is located at the following telephone number and address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, . Our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇.▇▇▇. Information found on, Attn: Investor Relations. You should rely only on the information or accessible through, our website is not a part of, and is not incorporated by reference or provided in into, this prospectus, any supplement to and you should not consider it part of this prospectus or part of any other offering materials we may useprospectus supplement. Our website address is included in this document as an inactive textual reference only. We have not authorized may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants to purchase any person of such securities, either individually or in combination, up to provide information other than that provided in a total dollar amount of $150,000,000, from time to time under this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that together with the information in this prospectus, any applicable prospectus supplement and any other offering materials related free writing prospectus, at prices and on terms to be determined by market conditions at the time of any offering. We may also offer common stock, preferred stock and/or debt securities upon the exercise of warrants. This prospectus provides you with a general description of the securities we may use is accurate only as offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the date on its cover page securities, including, to the extent applicable: • designation or classification; • aggregate principal amount or aggregate offering price; • maturity date, if applicable; • original issue discount, if any; • rates and times of payment of interest or dividends, if any; • redemption, conversion, exercise, exchange or sinking fund terms, if any; • conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; • ranking; • restrictive covenants, if any; • voting or other rights, if any; and • material or special U.S. federal income tax considerations, if any. The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make information contained in this prospectus or in any document the documents we have incorporated by reference reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus about at the contents time of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies the effectiveness of those documents that are filed as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information contained in documents that we file with the SEC, which it. This means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference into this prospectus is an important part of this prospectus. Information that , and information we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act prior to the date that the offering of 1934the securities by means of this prospectus is completed or terminated, as amended, or including all such documents we may file with the Exchange Act, (i) SEC after the date of the initial filing registration statement and prior to the effectiveness of the registration statement that contains this prospectus (other than, in each case, documents or information deemed to have been furnished and prior to effectiveness of such registration statementnot filed in accordance with SEC rules, and (ii) including Current Reports on Form 8-K furnished under Item 2.02 or after the date of this prospectus and prior to the termination of the offering made Item 7.01, including any financial statements or exhibits relating thereto furnished pursuant to this prospectus: • Our Item 9.01): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242020, filed with the SEC on March 26February 25, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on February 25, 2021 (excluding such items as deemed furnished in such Form 8-K), March 2624, 2024 2021 and April 4March 29, 20242021, and our Current Reports on Form 8-K/A, filed with the SEC on March 20, 2020 and August 11, 2020; and • The ● our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 29, 2021; ● the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3with the SEC on July 2, 20052014, including any amendment or report all amendments and reports filed for purposes of updating such description; and ● the description of our Series A Preferred Stock contained in our Registration Statement on Form 8-A/A filed with the SEC on October 19, 2015, including all amendments or reports filed for the purpose of updating such description. Nothing Any statement incorporated by reference in this prospectus from an earlier dated document that is inconsistent with a statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference into this prospectus, shall be deemed to incorporate information furnished be modified or superseded for purposes of this prospectus by such statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)date hereof, which also is incorporated by reference into this prospectus. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each Any person, including any beneficial owner, to whom a this prospectus is delivered, at no cost, a copy delivered may request copies of this prospectus and any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon without charge, by written or telephonic oral request directed to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇, Somerset, New Jersey, 08873, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attnx 133. CareCloud, Inc., formerly MTBC, Inc. (“CareCloud” and together with its consolidated subsidiaries, the “Company”, “we”, “us” and/or “our”) is a healthcare information technology company that provides a full suite of proprietary cloud-based solutions, together with related business services, to healthcare providers and hospitals throughout the United States. Our Software-as-a-Service (“SaaS”) platform includes revenue cycle management (“RCM”), practice management (“PM”), electronic health record (“EHR”), business intelligence, telehealth, patient experience management (“PXM”) solutions and complementary software tools and business services for high-performance medical groups and health systems. At a high level, these solutions can be categorized as follows: Investor Relations● RCM services, which include end-to-end medical billing, eligibility, analytics, and related services, all of which can often be provided either with our technology platform or through a third-party system; ● Proprietary healthcare IT software solutions, which can be bundled with our RCM services, including: ○ EHRs, which are easy to use, integrated with our business services or offered as Software-as-a-Service (“SaaS”) solutions, and allow our healthcare provider clients to deliver better patient care, document their clinical visits effectively and thus potentially qualify for government incentives, reduce documentation errors and reduce paperwork; ○ PM software and related tools, which support our clients’ day-to-day business operations and workflows; ○ Mobile Health (“mHealth”) solutions, including smartphone applications that assist patients and healthcare providers in the provision of healthcare services; ○ Telehealth solutions, which allow healthcare providers to conduct remote patient visits; ○ Healthcare claims clearinghouse, which enables our clients to electronically scrub and submit claims to, and process payments from, insurance companies; and ○ Business intelligence, customized applications, interfaces and a variety of other technology solutions that support our healthcare clients. You should rely only on ● Medical Office Practice Management Services are provided to medical practices. In this service model, we provide the information incorporated by reference or provided in this prospectusmedical practice with appropriate facilities, any supplement to this prospectus or any other offering materials we may useequipment, supplies, support services and administrative support staff. We have not authorized any person also provide management, bill-paying and financial advisory services. Our solutions enable clients to provide information other than that provided increase financial and operational performance, streamline clinical workflows, get better insight through data, and make better business and clinical decisions, resulting in this prospectus, any supplement to this prospectus or any other offering materials we may useimprovement in patient care and collections while reducing administrative burdens and operating costs. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as The modernization of the date on its cover page healthcare industry is transforming nearly every aspect of a healthcare organization from policy to providers; clinical care to member services, devices to data, and that any information in a document we have incorporated by reference is accurate only as ultimately the quality of the date patient’s experience as a healthcare consumer. We create elegant, user-friendly applications that solve many of the document incorporated challenges facing healthcare organizations. We partner with organizations to develop customized, best-in-class solutions to solve their specific challenges while ensuring they also meet future regulatory and organizational requirements and market demands. We are able to deliver our industry-leading solutions at very competitive prices because we leverage a combination of our proprietary software, which automates our workflows and increases efficiency, together with our team of approximately 600 experienced health industry experts throughout the United States. These experts who are supported by referenceour highly educated and specialized offshore workforce of approximately 3,100 team members at labor costs that we believe are approximately one-tenth the cost of comparable U.S. employees. Our unique business model also allows us to be a leading consolidator in our industry sector, gaining us a reputation for acquiring and positively transforming distressed competitors into profitable operations of CareCloud. Adoption of our RCM solutions requires little or no upfront expenditure by a client. Additionally, for most of our solutions and customers, our financial performance is linked directly to the financial performance of our clients, as the vast majority of our revenues are based on a percentage of our clients’ collections. The statements fees we charge for our complete, integrated, end-to-end solution are very competitive. We estimate that we make currently provide one or more services to more than 40,000 providers, (which we define as physicians, nurses, nurse practitioners, physician assistants and other clinical staff that render bills for their services) practicing in this prospectus or approximately 2,600 independent medical practices and hospitals, representing 80 specialties and subspecialties in any document incorporated by reference in this prospectus about the contents of any other documents 50 states. In addition, we served approximately 200 clients which are not necessarily completemedical practices, but are primarily service organizations who serve the healthcare community. The foregoing numbers include clients leveraging any of our products or services, and are qualified based in their entirety by referring you part upon estimates where the precise number of practices or providers is unknown. We service clients ranging from small practices to copies large groups and health systems. Our clients span from the single doctor independent medical practice to a large, 2,200 provider of those documents that are filed as exhibits physical, occupational and speech therapy services organization located across multiple states, and a large major academic medical institution with a service area covering millions of patients. On July 23, 2014, the Company, under the name Medical Transcription Billing, Corp. completed its initial public offering (“IPO”) of common stock. The Company sold approximately four million shares at a price to the registration statementpublic of $5.00 per share. In November 2015, the Company completed a public offering of its 11% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”). The Company sold 231,616 shares at a price of $25.00 per share and received net proceeds of approximately $4.7 million. In July 2016, the Company sold an additional 63,040 shares of Preferred Stock and received net proceeds of approximately $1.3 million. In 2017, the Company raised a total of $16.4 million in net proceeds from a series of additional offerings totaling approximately 765,000 shares of Preferred Stock, all at $25.00 per share. In May 2017, the Company completed a registered direct offering of one million shares of its common stock at $2.30 per share, raising net proceeds of approximately $2.0 million. During 2018, 2019 and 2020, the Company issued 1,020,000, 373,000 and 1,932,000 shares of Preferred Stock, respectively and received net proceeds of approximately $22.8 million, $9.6 million and $44.5 million, respectively. During 2016, the Company purchased substantially all of the assets of MediGain, LLC, including its subsidiary Millennium Practice Management Associates, LLC and two offshore subsidiaries in India and Sri Lanka through the Company’s wholly owned subsidiary, MTBC Acquisition, Corp. In 2017, the Company purchased substantially all of the assets of Washington Medical Billing, LLC. In 2018, the Company purchased substantially all of the assets of Orion Healthcorp, Inc., through the Company’s wholly owned subsidiaries at that time MTBC Health, Inc. and MTBC Practice Management, Corp. In 2019, the Company purchased substantially all of the assets of Etransmedia Technology, Inc. through the Company’s wholly owned subsidiary at that time MTBC-Med, Inc. On June 21, 2019, the Company’s shareholders approved an increase in the Company’s authorized shares, from nineteen million shares (19,000,000) of common stock and four million (4,000,000) shares of preferred stock, to twenty-nine million (29,000,000) shares of common stock and seven million (7,000,000) shares of preferred stock, respectively, and the Company amended its Articles of Incorporation to reflect this change. On January 8, 2020, through a merger with a subsidiary, the Company acquired CareCloud Corporation (“CCC”), whose name we subsequently took, which this prospectus forms has developed a highly acclaimed cloud-based platform including EHR, PM and patient experience capabilities. The Company paid $11.9 million in cash, assumed a working capital deficiency of approximately $5.1 million and issued 760,000 shares of the Company’s Series A Preferred Stock and two million warrants for the purchase of the Company’s common stock at prices ranging from $7.50 to $10.00 per share. On June 16, 2020, the Company purchased all of the issued and outstanding capital stock of Meridian Billing Management Co. and its affiliate Origin Holdings, Inc. (collectively “Meridian” and sometimes referred to as “Meridian Medical Management”). Meridian is in the business of providing medical billing, revenue cycle management, electronic medical records, medical coding and related services. The total consideration paid at closing was $11.9 million in cash, 200,000 shares of the Company’s Series A Preferred Stock plus warrants to purchase 2,250,000 shares of the Company’s common stock, with an exercise price of $7.50 per share and a term of two years. The Company also assumed ▇▇▇▇▇▇▇▇’s negative net working capital and certain long-term lease liabilities with an aggregate value of approximately $4.8 million. In February 2021, the Company’s Board of Directors approved an amendment to our Articles of Incorporation to change our name to CareCloud, Inc. Including the employees of our subsidiaries, as of April 9, 2021, the Company employed approximately 3,800 people worldwide on a full-time basis. We also utilize the services of a small number of part-time employees. The RCM service industry is highly fragmented, or with many local and regional RCM companies serving small medical practices and hospitals. We believe that the industry is ripe for consolidation and that we can achieve significant growth through acquisitions. We further believe that it is becoming increasingly difficult for traditional RCM companies to meet the growing technology and business service needs of healthcare providers without a significant investment in an information technology infrastructure. Since the Company’s IPO, we have acquired substantially all of the assets of 16 RCM companies. Although the specific arrangements have varied with each transaction, typical arrangements include a discounted price, consideration which is sometimes tied to revenues from the customer relationships acquired, and structuring the acquisition as an exhibit asset purchase so as to limit our liability. We typically leverage our technology and our cost-effective offshore team to reduce costs promptly after the documents incorporated transaction closes, although there will be initial costs associated with the integration of the acquired business with our existing operations. In addition to growing through acquisitions, we also drive organic growth through various strategies, including customer referrals, channel partnerships, online marketing and tradeshows. Our acquisitive growth also supports our organic growth initiatives by referenceenhancing our capabilities, physical presence, and universe of referrals and referenceable clients. You can obtain copies of these documents from the SEC or from usOur principal executive offices are located at ▇ ▇▇▇▇▇ ▇▇▇▇, as described aboveSomerset, New Jersey, 08873, and our main telephone number is (▇▇▇) ▇▇▇-▇▇▇▇.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Information , and information that we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any filings that we make have previously filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2023, filed with the SEC on March 15, 2024; • Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on March 26May 10, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into in our Annual Report onForm 10-K for the year ended December 31, 2023 from our definitive proxy statement Definitive Proxy Statement on Schedule 14A14A relating to our 2024 annual meeting of stockholders, filed with the SEC on April 3026, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on each of February 22, 2024, February 22, 2024, February 27, 2024, February 28, 2024, March 261, 2024, March 5, 2024 and April 4March 28, 20242024 (excluding any information furnished but not filed in such reports under Item 2.02, Item 7.01, or Item 9.01); and • The description of our Class A common stock contained in our Registration Statement on Form 8-A A, filed October 3with the SEC on February 8, 20052021, including as updated by the description of our common stock contained in Exhibit 4.4 to our Annual Report on Form10-K for the year ended December 31, 2022, and any subsequent amendment or report filed with the SEC for the purpose of updating such the description. Nothing In addition, all future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the prospectus supplement until all of the shares of common stock offered hereby have been sold or the offering is otherwise terminated (in this prospectus each case, other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are be incorporated by reference into this prospectus but supplement and the accompanying prospectus supplement and will automatically be deemed to modify and supersede any information in this prospectus supplement, the accompanying prospectus and any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein or therein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer You should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus. We have not delivered authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents. From time to time, we may offer 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 securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the 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, 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, upon written or telephonic request any accompanying prospectus supplement, any amendment and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock, par value $0.0001 per share (“Common Stock”), and Public Warrants (as defined below) are traded on The New York Stock Exchange (“NYSE”) under the symbol “BBAI” and “▇▇▇▇.▇▇,” respectively. On April 5, 2023, the last reported sale price on NYSE of our Common Stock was $2.20 per share and the last reported sale price of our Public Warrants was $0.22 per warrant. The applicable prospectus supplement will contain information, where applicable, as to us at our other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive offices office is located at the following telephone number and address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Drive, ▇▇▇▇▇▇▇▇▇Suite 200, ▇▇▇▇▇ ▇▇▇▇▇Columbia, Maryland 21046, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. Investing in our securities involves a high degree of risk. You should rely only review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 6 of this prospectus as well as those contained in the information applicable prospectus supplement and in the other documents that are incorporated by reference or provided in this prospectus, any supplement to into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS ii WHERE YOU CAN FIND MORE INFORMATION iv INCORPORATION OF DOCUMENTS BY REFERENCE iv CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS vi SUMMARY OF THE PROSPECTUS 1 RISK FACTORS 6 USE OF PROCEEDS 7 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF NEW WARRANTS 14 DESCRIPTION OF RIGHTS 17 DESCRIPTION OF UNITS 18 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 21 EXPERTS 21 We are responsible for the information contained and incorporated by reference in this prospectus and in any other offering materials accompanying prospectus supplement we may useprepare 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 securities offered by this documentation are unlawful, or if you are a person to provide information other than that provided whom it is unlawful to direct these types of activities, then the offer presented in this prospectusdocument does not extend to you. The information contained in this document speaks only as of the date of this document, any supplement to unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any other offering materials 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 useprovide you in connection with an offering or that the 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 prospectusprospectus or any accompanying prospectus supplement, any prospectus supplement and any other offering materials we may use is accurate only as of well as the date on its cover page and that any information in a document we have incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the document incorporated by referencedocuments containing the information, unless the information specifically indicates that another date applies. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents Our business, financial condition, results of any other documents are not necessarily complete, operations and are qualified in their entirety by referring you to copies of prospects may have changed since those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedates.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information prospectus supplement, and information that we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any future filings we make made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior 1934 made subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to supplement until the termination of the offering made pursuant to of the securities described in this prospectusprospectus supplement (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We incorporate by reference the following documents or information that we have filed with the SEC: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2021 filed with the SEC on March 2614, 2024, as amended by 2022 (the Annual Report on “2021 Form 10-K/A filed with ”) (including the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into portions of our Annual Report from our definitive proxy statement Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 3021, 20242022, incorporated by reference therein); • Our our Current Reports Report on Form 8-KK filed with the SEC on January 26, 2022 ; and • the description of our ordinary shares and ADSs contained in our registration statement on Form 8-A, filed with the SEC under the Exchange Act on March 26April 30, 2024 and April 42015, 2024; and • The description of our Class A common stock contained in our Registration Statement on as updated by Exhibit 4.4 to the 2021 Form 810-A filed October 3, 2005K, including the “Description of Ordinary Shares” and the “Description of American Depositary Shares” contained therein and any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written will be deemed to be modified or telephonic request superseded to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided extent that a statement contained in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person subsequently filed supplement to provide information other than that provided in this prospectus, any supplement or document deemed to this prospectus or any other offering materials we may use. You should assume that the information in be incorporated by reference into this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus modifies or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration supersedes such statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies may request a copy of these documents from filings at no cost, by writing or telephoning us at the SEC or from us, as described above.following address:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important considered to be a part of this prospectus. Information document, except for any information superseded by information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth is included directly in this prospectus and/or information or incorporated by reference into subsequent to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the following documents listed below or information that we have filed with the SEC: • our Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed on March 22, 2023; • the description of our ordinary shares contained in Exhibit 2.4 of our Annual Report on Form 20-F for the year ended December 31, 2022; • our Forms 6-K filed on April 13, 2023 and May 11, 2023 (excluding Exhibit 99.3); and • the description of our ordinary shares contained in Exhibit 2.4 to our Annual Report on Form 20-F for the year ended December 31, 2022, including any filings amendments or reports filed for the purpose of updating such description. All annual reports we make file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or Form 20-F after the date of this prospectus and prior to the termination or expiration of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy registration statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with and to be part hereof from the date of filing of such documents. We may incorporate by reference any Form 6-K subsequently submitted to the SEC by identifying in such Form 6-K that it is being incorporated by reference into this prospectus, . Documents incorporated by reference in this prospectus are available from us without charge upon written or telephonic request oral request, excluding any exhibits to those documents that are not specifically incorporated by reference into those documents. You can obtain documents incorporated by reference in this document by requesting them from us in writing at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ or via telephone at (+▇▇▇, ▇) ▇▇▇▇ ▇▇▇ ▇▇▇. The SEC maintains a website that contains reports, (proxy and information statements, and other information filed by us electronically at ▇▇▇) .▇▇▇-.▇▇▇▇. We are a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands and, Attn: Investor Relationsas such, Dutch private international law governs the rights of our shareholders and the civil liability of our executive officers and directors are governed in certain respects by the laws of the Netherlands. You should rely only Our headquarters is located in Germany. Substantially all of our assets are located outside the United States. The majority of our executive officers and directors reside outside the United States. The ability of our shareholders in certain countries other than the Netherlands to bring an action against us or our executive officers and directors may be limited under applicable law. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them or us in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. In addition, it is not clear whether a Dutch court would impose civil liability on us or any of our executive officers or directors in an original action based solely upon the federal securities laws of the United States brought in a court of competent jurisdiction in the Netherlands. There is currently no treaty between the United States and the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. In addition, it is not clear whether a Dutch court would impose civil liability on us or any of our managing directors, supervisory directors and executive officers in an original action based solely upon the federal securities laws of the United States brought in a court of competent jurisdiction in the Netherlands. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. securities laws, would not be enforceable in the Netherlands unless the underlying claim is relitigated before a Dutch court of competent jurisdiction. Under current practice, however, a Dutch court will generally, subject to compliance with certain procedural requirements, grant the same judgment without a review of the merits of the underlying claim if such judgment (i) is a final judgment and has been rendered by a court, which has established its jurisdiction vis-à-vis the relevant Dutch companies or Dutch company, as the case may be, on the information incorporated basis of internationally accepted grounds of jurisdiction, (ii) has not been rendered in violation of principles of proper procedure (behoorlijke rechtspleging), (iii) is not contrary to the public policy (openbare orde) of the Netherlands and (iv) is not incompatible with (a) a prior judgment of a Dutch court rendered in a dispute between the same parties or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that such prior judgment is capable of being recognized in the Netherlands and except to the extent that the foreign judgment contravenes Dutch public policy. Dutch courts may deny the recognition and enforcement of punitive damages or other awards. Moreover, a Dutch court may reduce the amount of damages granted by reference a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or provided damages. Enforcement and recognition of judgments of U.S. courts in the Netherlands are solely governed by the provisions of the Dutch Code of Civil Procedure. Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities. The United States and Germany currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, in civil and commercial matters. Consequently, a final judgment for payment or declaratory judgments given by a court in the United States, whether or not predicated solely upon U.S. securities laws, would not automatically be recognized or enforceable in Germany. German courts may deny the recognition and enforcement of a judgment rendered by a U.S. court if they consider the U.S. court not to be competent or the decision to be in violation of German public policy principles. For example, judgments awarding punitive damages are generally not enforceable in Germany. A German court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. In addition, actions brought in a German court against us, our directors, our senior management and the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In particular, German courts generally do not award punitive damages. Litigation in Germany is also subject to rules of procedure that differ from the U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. German procedural law does not provide for pre-trial discovery of documents, nor does Germany support pre-trial discovery of documents under the 1970 Hague Evidence Convention. Proceedings in Germany would have to be conducted in the German language and all documents submitted to the court would, in principle, have to be translated into German. For these reasons, it may be difficult for a U.S. investor to bring an original action in a German court predicated upon the civil liability provisions of the U.S. federal securities laws against us, our directors, our senior management and the experts named in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information is 001-38052. The documents incorporated by reference into this prospectus, prospectus contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242017, filed with the SEC on March 269, 2024, as amended by the Annual 2018; • our Quarterly Report on Form 10-K/A Q for the quarterly period ended March 31, 2018, filed with the SEC on March 27May 11, 2024 (together, the “Annual Report”)2018; • The the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 from our definitive proxy statement on Schedule 14A14A (other than information furnished, rather than filed) filed with the SEC on April 30, 20242018; • Our our Current Reports on Form 8-KK (other than information furnished, rather than filed) filed with the SEC on January 12, 2018, February 13, 2018, April 19, 2018 and May 23, 2018; and • the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052017, including any amendment all amendments or report reports filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than Current Reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents by writing us at our principal executive offices at the following telephone number and address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attn: Corporate Secretary or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file supplement which has been previously filed with the SEC, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important deemed to be part of this prospectus. Information that we file prospectus supplement, except for any information superseded by information included or subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth incorporated by reference in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference have filed the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and these documents are incorporated herein by reference (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior except to the termination of the offering made pursuant to this prospectus: extent such information is furnished): • Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 328, 2024(including the information specifically incorporated by reference from our definitive proxy statement filed with the SEC on April 25, 2024); • our Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the SEC on March 26May 10, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); 202;4 • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-KK filed onMay 3, filed with the SEC on March 262024, June 7, 2024 and April 4August 6, 20242024 (excluding Item 2.02); and • The the description of our Class A common stock contained in our Registration Statement on Form registration statement onForm 8-A filed October 3with the SEC on January 31, 20052019, including any amendment or report as updated by the description of our capital stock included in Exhibit 4.4 of our Annual Report on Form 10-K filed with the SEC on February28, 2024, including any amendments thereto or reports filed for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to All documents that we file (but not filed those that we furnish) with the SEC pursuant to Item 2.02 Sections 13(a), 13(c), 14 or Item 7.01 15(d) of Form 8-K (or corresponding the Exchange Act after the date of this prospectus supplement and prior to the termination of the offering of shares of Class A common stock hereby will be deemed to be incorporated by reference into this prospectus supplement and will automatically update and supersede the information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic in this prospectus supplement and current reports. We think these reports provide additional information about our company which prudent investors find importantany previously filed document. We will provide to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, at no cost, a copy of any or all of the documents information that are has been incorporated by reference into in this prospectus supplement but not delivered with this prospectus, prospectus supplement (other than the exhibits to such documents which are not specifically incorporated by reference herein). We will provide this information at no cost to the requester upon written or telephonic oral request to us to: You may also access these documents, free of charge on the SEC’s website at our principal executive offices at the following telephone number and address: ▇▇▇.▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or on the “Investors” page of our website at ▇▇▇▇▇▇▇▇▇, ▇▇.▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only Information contained on the information our website is not incorporated by reference or provided in into this prospectus, and you should not consider any supplement to information on, or that can be accessed from, our website as part of this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this accompanying prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovesupplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC’s rules allow us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the documents date we file that contain such informationdocument. The Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference is an important part of in this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus the following documents listed below or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and any filings we make not filed in accordance with SEC rules): ● Our Annual Report on Form 10-K for the year ended December 30, 2023, filed with the SEC on April 8, 2024; ● The description of our Common Stock is filed as Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 28, 2019, filed with the SEC on April 6, 2020. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, after (i) after the date of the initial filing of the registration statement that contains this prospectus Registration Statement and prior to effectiveness of such registration statement, the Registration Statement and (ii) on or after the date of this prospectus and prior to before the termination or completion of the offering made pursuant this offering, shall be deemed to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically be incorporated by reference into our Annual Report this prospectus from our definitive proxy statement on Schedule 14Athe respective dates of filing of such documents, filed except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.” Any information that we subsequently file with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 that is incorporated by reference as described above will automatically update and April 4, 2024; and • The description supersede any previous information that is part of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantprospectus. We will provide without charge to each person, including any beneficial owner, to whom a this prospectus is delivered, at no costupon his or her written or oral request, a copy of any or all of the documents referred to above that are have been or may be incorporated by reference into this prospectus but not delivered with this prospectus, upon written excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. Written or telephonic request telephone requests should be directed to us at our principal executive offices at the following telephone number and address: JanOne Inc., ▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary; telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to ‘‘incorporate by reference” ’’ information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information is 001‑37717. The documents incorporated by reference into this prospectus, prospectus contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our · our Annual Report on Form 10-K 10‑K for the fiscal year ended December 31, 2016 and filed with the SEC on February 323, 20242017; · our Current Report on Form 8‑K filed with the SEC on January 26, 2017 and March 30, 2017; and · the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8‑A, filed with the SEC on March 2611, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052016, including any amendment amendments or report reports filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K 8‑K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 8-K). We encourage you to read our periodic 10‑K, Quarterly Reports on Form 10‑Q and current reports. We think these reports provide additional information about our company which prudent investors find importantCurrent Reports on Form 8‑K, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressincluding exhibits which are specifically incorporated by reference into such documents. Requests should be directed to: Senseonics Holdings, Inc., Attn: Investor Relations, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Germantown, ▇▇▇▇▇ ▇▇▇▇▇MD 20876‑7005, telephone: (▇▇▇301) ▇▇▇-▇▇▇▇, Attn: Investor Relations515‑7260. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by referenceincorporate” into this prospectus the information that we file with the SEC, which SEC in other documents. This means that we can disclose important information to you by referring you to the other documents that contain such that information. The Any information incorporated that we incorporate by reference into this prospectus is an important considered part of this prospectus. Information contained in this prospectus and information that we file subsequently with the SEC in the future and incorporate by reference in this prospectus automatically modifies and supersedes previously filed information, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information. Any statement so modified will automatically update be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. In other wordsFor more information, in see the case of a conflict or inconsistency between information set forth in section entitled, “About this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. Prospectus.” We incorporate by reference reference, as of their respective dates of filing, the documents listed below and any filings that we make have filed with the SEC under and any additional documents that we may file in the future with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) including any documents filed after the initial filing of date on which the registration statement that contains of which this prospectus and prior to effectiveness is a part is initially filed until the offering of such registration statement, and (ii) on or after the date of securities covered by this prospectus has been completed, other than, in each case, documents or information deemed to have been “furnished” and prior to the termination of the offering made pursuant to this prospectusnot “filed” in accordance with SEC rules: • Our · our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, as filed with the SEC on March 2631, 2024, as amended by the Annual 2025; · our Current Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and 2025; · our Preliminary Proxy Statement on Schedule 14A, as filed with the SEC on April 4, 20242025 (to the extent incorporated by reference into Part III of our Annual Report); and • The · the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A filed October 3A, 2005, including any amendment or report as filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each persononFebruary 3, including any beneficial owner2015, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.Exhibit

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information documents incorporated by reference into this prospectus, prospectus supplement contain important information about us that you should rely read. The following documents filed with the SEC are incorporated by reference into this prospectus supplement: · our Annual Report on Form 10-K for the information year ended December 31, 2023, as filed with the SEC onMarch 21, 2024; · the portions of our definitive proxy statement on Schedule 14A incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 26, 2024; · our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC onMay 15, 2024; · our Current Reports on Form 8-K as filed with the SEC onJanuary 12, 2024, May 7, 2024, May 14, 2024, May 15, 2024, May 17, 2024, and May 24, 2024 , and June 5, 2024 (other than any portions thereof deemed furnished and not filed); and · the description of our common stock and warrants contained in our Registration Statement on Form 8-A filed with the document SEC onAugust 11, 2021, including any amendments and reports filed for the purpose of updating such description, including the description of our common stock included as Exhibit 4.12 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024. All reports and other documents that was filed later. We incorporate by reference the documents listed below and any filings we make file with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing date of the initial registration statement that contains this prospectus and prior to effectiveness of such the registration statement, and (ii) on or after the date of this prospectus and prior to but before the termination of the offering made pursuant of the securities hereunder will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated by reference into this prospectus: • Our Annual Report on Form 10-K for . We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written or oral request, a copy of all of the fiscal year ended February 3preceding documents that are incorporated by reference (other than exhibits, 2024, filed with unless the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information exhibits are specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-Kthese documents). We encourage you to read our periodic and current reports. We think You may request a copy of these reports provide additional information about our company which prudent investors find importantmaterials in the manner set forth under the heading “Where You Can Find More Information,” above. We will provide to each personyou without charge, including any beneficial ownerupon your oral or written request, to whom a prospectus is delivered, at no cost, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about or the contents registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or other securities of ours. The units may consist of any other documents combination of the securities listed above. The aggregate public offering price of the securities that we may offer will not exceed $100,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the time of the offering. Our common stock and certain of our outstanding warrants (“Warrants”) are not necessarily completecurrently listed on The Nasdaq Capital Market, or Nasdaq, under the symbols “DRMA” and “DRMAW,” respectively. On November 11, 2022, the last reported sale price of our common stock was $0.64 per share. On November 11, 2022, the last reported sale price of our Warrants was $0.059. You are qualified urged to obtain current market quotations of our common stock and Warrants. We have no preferred stock, debt securities, subscription rights or units listed on any market. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. Investing in their entirety by referring our securities involves risk. You should carefully consider the risks that we refer you to copies of those documents that are filed as exhibits to under the registration statement, of which section captioned “Risk Factors” in this prospectus forms a parton page 3 before buying our securities. Should we offer any of the securities described in this prospectus, or as an exhibit we will provide you with the specific terms of the particular securities being offered in supplements to the documents incorporated by referencethis prospectus. You can obtain copies should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these documents from securities, the SEC applicable prospectus supplement will provide the names of the agents or from underwriters and any applicable fees, commissions or discounts. ABOUT THIS PROSPECTUS 4 RISK FACTORS 6 PROSPECTUS SUMMARY 4 USE OF PROCEEDS 8 FORWARD-LOOKING STATEMENTS 7 DESCRIPTION OF CAPITAL STOCK 10 THE SECURITIES WE MAY OFFER 9 DESCRIPTION OF STOCK WARRANTS 23 DESCRIPTION OF DEBT SECURITIES 17 DESCRIPTION OF UNITS 25 DESCRIPTION OF SUBSCRIPTION RIGHTS 24 PLAN OF DISTRIBUTION 28 FORMS OF SECURITIES 26 EXPERTS 32 LEGAL MATTERS 32 ADDITIONAL INFORMATION 34 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 33 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 35 Dermata Therapeutics, Inc. is referred to herein as “Dermata,” “the Company,” “we,” “us” and “our,” unless the context indicates otherwise. You may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as described above.of any time after its date

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying base prospectus. Information in this prospectus supplement supersedes the information in the accompanying base prospectus, and supersedes the information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this supplement and the accompanying base prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus supplement and the accompanying base prospectus and the registration statement of which this prospectus supplement and the accompanying base prospectus are a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Commission File No. 001-36365): •our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2023, which was filed on March 28, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The •the information specifically incorporated by reference into our Annual Report the Form 10-K from our definitive proxy statement on Schedule 14A, 14A which was filed with the SEC on April 25, 2024; •our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was filed on May 8, 2024; •our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which was filed on August 8, 2024; • Our •our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which was filed on November 6, 2024; •our Current Reports on Form 8-K, filed with the SEC on March 26January 2, 2024 and April 4June 20, 2024; and • The •the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A filed October 3with the SEC on March 19, 20052014, including any amendment amendments or report reports filed for the purposes of updating this description, including Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC for on March 29, 2021. All filings filed by us pursuant to the purpose Exchange Act after the date of updating such description. Nothing in the initial filing of the registration statement of which this prospectus supplement is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus supplement. We also incorporate information by reference any future filings (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit and exhibits filed on such form that are related to such items unless such Form 8-KK expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus supplement and will become a part of this prospectus supplement from the date that such documents are filed with the SEC. We encourage you Information in such future filings updates and supplements the information provided in this prospectus supplement. Any statements in any such future filings will automatically be deemed to read our periodic modify and current reportssupersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We think You can request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy of any by writing or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to telephoning us at our principal executive offices at the following address or telephone number and addressnumber: ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇▇ From time to time, Attn: Investor Relationswe may offer and sell up to an aggregate amount of $200,000,000 any combination of the securities described in this prospectus, either individually or in combination. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on The Nasdaq Global Market under the trading symbol “SCYX.” On November 27, 2023, the last reported sale price of our common stock was $1.65 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on The Nasdaq Global Market or other securities exchange of the securities covered by the applicable prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS i PROSPECTUS SUMMARY 2 RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF WARRANTS 20 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 27 EXPERTS 27 WHERE YOU CAN FIND MORE INFORMATION 27 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 27 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration statement, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of $200,000,000 any of the securities described in this prospectus. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered. You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or provided additional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus, any applicable prospectus supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this related free writing prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page the front of the document and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. The statements that we make Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in this prospectus or in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” This prospectus contains and incorporates 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 as an exhibit to 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 this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You can obtain copies Accordingly, investors should not place undue reliance on this information. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of these documents their respective owners. SCYNEXIS, Inc. is pioneering innovative medicines to overcome and prevent difficult-to-treat and drug-resistant infections. Ibrexafungerp is the first representative of this novel class of antifungals with additional assets from the SEC or from us“fungerp” family, including SCY-247, in pre-clinical stages of development. In June 2021 and December 2022, we announced that the U.S. Food and Drug Administration (FDA) approved BREXAFEMME (ibrexafungerp tablets) for treatment of patients with vulvovaginal candidiasis (VVC), also known as vaginal yeast infection, and for the reduction in the incidence of recurrent vulvovaginal candidiasis (RVVC), respectively. Ibrexafungerp, the first representative of a novel class of antifungal agents called triterpenoids, is a structurally distinct glucan synthase inhibitor and has shown in vitro and in vivo activity against a broad range of human fungal pathogens such as Candidaand Aspergillus genera, including multidrug-resistant strains, as described abovewell as Pneumocystis, Coccidioides, Histoplasma and Blastomycesgenera. Candida and Aspergillus genera are the fungi responsible for approximately 85% of all invasive fungal infections in the United States (U.S.) and Europe. To date, we have characterized the antifungal activity, pharmacokinetics, and safety profile of the oral and IV formulations of ibrexafungerp in multiple in vitro, in vivo, and clinical studies. The FDA has granted Qualified Infectious Disease Product (QIDP) and Fast Track designations to ibrexafungerp for the indications of VVC (including the prevention of recurrent VVC), invasive candidiasis (IC) (including candidemia), and invasive aspergillosis (IA), and has granted Orphan Drug designations for the IC and IA indications. The European Medicines Agency has granted Orphan Medicinal Product designation to ibrexafungerp for IC. These designations may provide us with additional market exclusivity and expedited regulatory paths. On March 30, 2023, we entered into a license agreement (the License Agreement) with GlaxoSmithKline Intellectual Property (No. 3) Limited (GSK). Pursuant to the terms of the License Agreement, we granted GSK an exclusive (even as to us and our affiliates), royalty-bearing, sublicensable license for the development, manufacture, and commercialization of ibrexafungerp, including the approved product BREXAFEMME, for all indications, in all countries other than Greater China and certain other countries already licensed to third parties (the GSK Territory). The parties closed the transactions contemplated by the License Agreement in May 2023 and we received an upfront payment of $90.0 million. In June 2023, we announced the achievement of a $25.0 million performance-based development milestone under the License Agreement. This milestone payment follows a development goal for the Phase 3 MARIO study for ibrexafungerp in IC as we continue executing ongoing ibrexafungerp trials. We were originally incorporated in Delaware in November 1999 as ScyRex, Inc. We subsequently changed our name to SCYNEXIS Chemistry & Automation, Inc. in April 2000 and to SCYNEXIS, Inc. in June 2002. Our principal executive offices are located at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file subsequently later with the SEC will automatically update and supersede the information in this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated We also incorporate by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference prospectus the documents listed below and any future filings we make made by us with the SEC (other than current reports or portions thereof furnished under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (or corresponding information furnished under Item 9.01 or included as an exhibit i) after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement, and (ii) after the effectiveness of the registration statement but prior to the termination of the offering of the securities covered by this prospectus: • our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 10, 2020; • our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020 and June 30, 2020 filed with the SEC on June 18, 2020 and August 13, 2020, respectively; • our Current Reports on Form 8-K). We encourage you to read K (other than information furnished rather than filed) filed with the SEC on January 30, 2020, March 2, 2020, April 6, 2020, April 20, 2020, April 24, 2020, May 5, 2020, May 14, 2020, June 19, 2020, July 2, 2020, August 14, 2020, August 24, 2020 and August 26, 2020; and • the description of our periodic and current reports. We think these common stock which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed on August 17, 2018, including any amendment or reports provide additional information about our company which prudent investors find importantfiled for the purposes of updating this description. We will provide furnish without charge to each person, including any beneficial owner, to whom a this prospectus is delivered, at no costupon written or oral request, a copy of any or all of the documents that are document incorporated by reference into this prospectus but not delivered with this prospectusreference. You should direct any requests for documents to Bionano Genomics, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ; telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on In accordance with Rule 412 of the information incorporated by reference or provided in this prospectusSecurities Act, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information statement contained in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you subsequently filed document which also is or is deemed to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents be incorporated by reference. You can obtain copies of these documents from the SEC reference herein modifies or from us, as described abovesupersedes such statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important considered to be a part of this prospectus. Information document, except for any information superseded by information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth is included directly in this prospectus and/or information or incorporated by reference into subsequent to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the following documents listed below or information that we have filed with the SEC: • our 2019 Annual Report on Form 20-F for the fiscal year ended December 31, 2019, or the Annual Report; • our Forms 6-K filed on March 2, 2020, May 21, 2020 and any filings we make June 30, 2020; and • the description of our common shares contained in our registration statement on Form 8-A filed with the SEC under Sections 13(a)on November 7, 13(c)2017, 14as updated by the description of our common shares filed as Exhibit 2.4 to the Annual Report, including any amendments or 15(d) of supplements thereto. All annual reports we file with the Securities SEC pursuant to the Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or Form 20-F after the date of this prospectus and prior to the termination or expiration of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy registration statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with and to be part hereof from the date of filing of such documents. We may incorporate by reference any Form 6-K subsequently submitted to the SEC by identifying in such Form 6-K that it is being incorporated by reference into this prospectus, . Documents incorporated by reference in this prospectus are available from us without charge upon written or telephonic request oral request, excluding any exhibits to those documents that are not specifically incorporated by reference into those documents. You can obtain documents incorporated by reference in this document by requesting them from us in writing at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ or via telephone at (+▇▇▇, ▇) ▇▇▇▇ ▇▇▇ ▇▇▇. The SEC maintains an Internet site that contains reports, (▇▇▇) ▇▇▇-proxy and information statements, and other information filed by us electronically at ▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above://▇▇▇.▇▇▇.▇▇▇.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information supplement is 001-37590. The documents incorporated by reference into this prospectus, prospectus supplement contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, as filed with the SEC on March 2629, 2024, as amended by the Annual 2023; • our Quarterly Report on Form 10-K/A Q for the quarter ended March 31, 2023, as filed with the SEC on March 27onMay 4, 2024 (together, the “Annual Report”)2023; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on March 26onJanuary 17, 2024 2023, February 3, 2023, April 21, 2023 and April May 4, 20242023 in each case only to the extent the information in such report is filed and not furnished; and • The the description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3A, 2005, including any amendment or report filed with the SEC on October 9, 2015, including any amendments or reports filed for the purpose purposes of updating such this description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included 15(d) of the Exchange Act prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), as well as proxy statements. We encourage you Any statement in a document incorporated by reference or deemed to read our periodic and current reportsbe incorporated by reference in this prospectus supplement shall be deemed to be modified or superseded for the purposes of this prospectus supplement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein or therein modifies or supersedes such statement. We think these reports provide additional information about our company which prudent investors find importantAny statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We will provide furnish without charge to each personyou, including any beneficial owner, to whom a prospectus is delivered, at no coston written or oral request, a copy of any or all of the documents that are incorporated by reference into in this prospectus but not delivered with this prospectussupplement, upon written or telephonic request including exhibits to us at our principal executive offices at the following telephone number and address: these documents. You should direct any requests for documents to ▇▇▇▇▇ Therapeutics, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Suite 400 Rockville, ▇▇▇▇▇ ▇▇▇▇▇, Maryland 20850; telephone: (▇▇▇) ▇▇▇-▇▇▇▇. Any statement contained in this prospectus supplement, Attn: Investor Relationsthe accompanying prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this prospectus supplement or the accompanying prospectus or any other subsequently filed document that is deemed to be incorporated by reference herein or therein modifies or supersedes the statement. From time to time, we may offer up to $375,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including pursuant to any applicable anti-dilution provisions. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement containing specific information about the terms of the securities being offered and the offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with any offering. Any prospectus supplement may also add, update or change information contained in this prospectus. If information in any prospectus supplement or any related free writing prospectus is inconsistent with the information in this prospectus, then the information in that prospectus supplement or any related free writing prospectus will apply and will supersede the information in this prospectus. 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. 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 with, between or among them will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement or any related free writing prospectus. For more detailed information, see “Plan of Distribution” in this prospectus. Our common stock is traded on The Nasdaq Capital Market under the symbol “AVTX.” On April 11, 2023, the last reported sale price of our common stock was $3.10 per share. The aggregate market value of our outstanding common stock held by non-affiliates as of the date of this prospectus is $28.4 million based on 8,741,194 shares of outstanding common stock held by non-affiliates, and a per share price of $3.25 based on the closing sale price of our common stock on February 21, 2023 (a date within 60 days of the date hereof). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period if our public float, measured in accordance with such instruction, remains below $75.0 million. As of the date hereof, we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. The applicable prospectus supplement or any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement or any related free writing prospectus. This prospectus may not be used by us to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should carefully read this prospectus, any prospectus supplement and any related free writing prospectus, together with additional information described in “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference”, before you invest in our securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus, in any accompanying prospectus supplement, any related free writing prospectus and in the documents incorporated by reference herein and therein, to read about factors you should consider before investing in our securities. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process. Under this shelf registration process, we may offer shares of our common stock, shares of our preferred stock, debt securities, warrants for such securities, or units consisting of a combination of any such securities, in one or more offerings, up to a total dollar amount of $375,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the 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 any offering. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. Prospectus supplements and any related free writing prospectus may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement or any related free writing prospectus will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and any related free writing prospectus and the documents incorporated by reference herein and therein, will include material information relating to the offering. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, the information and documents incorporated herein and therein by reference and the additional information under the heading “Where You Can Find Additional Information” before making an investment decision. You should rely only on the information we have provided or incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useprospectus supplement or any related free writing prospectus. We have not authorized any person anyone to provide you with information other than different from that provided contained or incorporated by reference in this prospectus, any supplement to this prospectus or any prospectus supplement or any related free writing prospectus. No dealer, salesperson or other offering materials we may useperson is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or any prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, prospectus or any prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as of the date on its cover page the front of the document and that any information in a document we have incorporated herein and therein by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in , regardless of the time of delivery of this prospectus or any prospectus supplement or any related free writing prospectus or any sale of a security. This prospectus contains summaries of certain provisions contained in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or and you may obtain copies of those documents as an exhibit to described below under the heading “Where You Can Find Additional Information.” To the extent there are inconsistencies between this prospectus, any prospectus supplement and any related free writing prospectus and any documents incorporated by reference. You can obtain copies of these documents from , the SEC or from us, as described abovedocument with the most recent date will control.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference the information and reports we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthese documents. The information incorporated by reference is an important part of this prospectus. Information prospectus supplement, and information that we file subsequently after the date hereof with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information already incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterreference. We incorporate are incorporating by reference the documents listed below and any filings we make below: ∎ Annual Report on F orm 10-K for the year ended December 31, 2020 filed with the SEC under Sections 13(a)on February 12, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our 2021; ∎ The information specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 312, 20242021, from our Definitive Proxy Statement on S chedule 14A relating to our 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2021; ∎ Quarterly Report on F orm 10-Q for the quarter ended March 31, 2021, filed with the SEC on March 26May 5, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our ∎ Current Reports on Form 8-K, K filed with the SEC on March 26J anuary 8, 2024 2021, J anuary 21, 2021 and April 4A pril 16, 20242021; and • ∎ The description of our Class A common stock contained in our Registration Statement registration statement on Form F orm 8-A (File No. 001-36276) filed October 3with the SEC on January 24, 20052014, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents we file with the SEC pursuant to Item Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed incorporated by reference in this prospectus supplement and to be a part of this prospectus supplement from the date of filing of those documents, with the exception of any portion of any report or document that is not deemed “filed” under such provisions on or after the date of this prospectus supplement, until the earlier of the date on which: (1) all of the securities registered hereunder have been sold; or (2) the registration statement of which this prospectus supplement is a part has been withdrawn. Under no circumstances will any information filed under current items 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to be deemed incorporated herein by reference unless such Form 8-K)K expressly provides to the contrary. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We Upon written or oral request, we will provide without charge to each person, including any beneficial owner, person to whom a copy of the prospectus supplement is delivereddelivered a copy of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, a copy of by writing, calling or emailing us at the contact information set forth below. We have authorized no one to provide you with any or all of the documents information that are incorporated by reference into differs from that contained in this prospectus but not delivered with this prospectussupplement. Accordingly, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relationswe take no responsibility for any other information that others may give you. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the any date on its cover page and that any information in a document we have incorporated by reference is accurate only as of other than the date of the document incorporated by reference. The statements that we make in front cover of this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovesupplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the documents that contain such informationinformation in this prospectus. The information incorporated by reference is an important considered to be part of this prospectus. Information , and later information that we file subsequently with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any filings that we make have filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC under on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 9, 2022; • our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 2, 2022 (solely to the extent specifically incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2021); • our Current Reports on Form 8-K filed with the SEC on March 21, 2022 and April 18, 2022 (except for information contained therein which is furnished rather than filed); • the description of our common stock contained in our Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, on October 1, 1999, as updated by Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2020, including any amendments or reports filed for the purpose of updating such description; and • all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant of the underlying securities (excluding any portions of such documents that are deemed “furnished” to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-Kapplicable rules and regulations). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, at no coston written or oral request of such person, a copy of any or all of the documents that are incorporated by reference into in this prospectus but (not delivered with including exhibits to such documents, unless such exhibits are specifically incorporated by reference in this prospectus, upon written prospectus or telephonic request to us at our principal executive offices at the following telephone number and addressinto such documents). You should direct any requests for documents to: Plug Power Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows Southern States to incorporate by reference” into this prospectus reference the information we file with the SECSouthern States files, which means that we Southern States can disclose important information to you by referring you to the documents that contain such informationthose documents. The information that Southern States incorporates by reference is considered to be a part of this proxy statement/prospectus, and the information Southern States later files with the SEC that is incorporated by reference is an important part of in this prospectus. Information that we file subsequently with the SEC proxy statement/ prospectus will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth previously contained in this proxy statement/prospectus and/or information and any incorporated document. Any statement contained in this proxy statement/prospectus or in a document incorporated by reference into in this prospectus, you should rely on proxy statement/prospectus will be deemed modified or superseded to the information extent that a later statement contained in this proxy statement/prospectus or in an incorporated document modifies or supersedes such earlier statement. Southern States is not, however, incorporating by reference any document or portions thereof, whether specifically listed below or filed in the document future, that was filed later. We incorporate are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K. This proxy statement/prospectus incorporates by reference the documents listed below and any filings we make that Southern States has filed with the SEC under Sections (excluding any portion of these documents that has been furnished to and deemed not to be filed with the SEC): • Annual Report on Form 10-K For the fiscal year ended December 31, 2023, filed on March 14, 2024 (including information specifically incorporated by reference into such Annual Report on Form 10-K from our Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Stockholders filed on March 22, 2024) • Quarterly Report on From 10-Q For the quarter ended March 31, 2024 • Current Reports on Form 8-K Filed January 18, 2024, February 28, 2024, March 21, 2024, April 18, 2024 and May 2, 2024 • The description of our common stock contained in our Registration Statement on Form 8-A ............................ Filed August 10, 2021 Southern States also incorporates by reference any future documents Southern States may file with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) excluding any document or portion thereof that has been furnished to and deemed not to be filed with the SEC, including those filed after the initial filing date of the registration statement that contains of which this proxy statement/prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus forms a part and prior to the termination special meeting. These documents are available without charge to you on the Investor Relations section of the offering made pursuant to this prospectusSouthern States’ website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or if you call or write to: • Our Annual Report on Form 10-K for the fiscal year ended February 3Investor Relations, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or (▇▇▇) ▇▇▇-▇▇▇▇. Information on Southern States’ website is not part of, Attn: Investor Relations. You should rely only on and Southern States is not incorporating the information incorporated by reference or provided in contents of its website into, this prospectus, any supplement to this proxy statement/prospectus or any other offering materials we may useamendment hereto. We have not authorized any person to provide information other than that provided in this This proxy statement/prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that which constitutes part of the registration statement, does not contain all of the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus presented or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by referencestatement and its exhibits. You can may obtain copies of these documents from the SEC or from us, a copy of the registration statement and exhibits that Southern States filed with the SEC as described above. The registration statement may contain additional information that may be important to you.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose publicly available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement. Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterhave been modified or superseded. We incorporate This prospectus supplement incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934(in each case, as amended, other than those documents or the Exchange Actportions of those documents furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K and, (i) after except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information), until the initial filing offering of the securities under the registration statement that contains of which this prospectus and prior to effectiveness of such registration statement, and (ii) on supplement forms a part is terminated or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectuscompleted: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, as filed with the SEC on March 26February 24, 20242022; • our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27May 2, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 20242022; and • The the description of our Class A common stock contained in our the Registration Statement on Form 8-A relating thereto, as filed October 3with the SEC on March 17, 20052021, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in Any documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus shall supplement and prior to the termination of the offering of our securities to which this prospectus supplement relates will automatically be deemed to incorporate be incorporated by reference into this prospectus supplement and to be part hereof from the date of filing those documents. We are not, however, incorporating by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information related exhibits furnished under pursuant to Item 9.01 or included as an exhibit to of Form 8-K)K. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We encourage you to read our periodic and current reports. We think You can request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy of any by writing or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to telephoning us at our principal executive offices at the following address or telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.number:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or supersedes information incorporated by reference into that we filed with the SEC prior to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below and any filings that we make have filed with the SEC (Commission File No. 001-35384): ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024; ● Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on May 15, 2024; ● Our Current Reports on Form 8-K filed with the SEC onJanuary 5, 2024, January 18, 2024, January 19, 2024, March 11, 2024, March 27, 2024, April 2, 2024, May 6, 2024 and June 24, 2024; ● The description of our common stock and May 2021 Warrants set forth in (i) our registration statement onForm 8-A12B, filed with the SEC on May 10, 2021 (File No. 001-35384) and (ii) Exhibit 4.10—Description of Securities to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement that contains of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and but prior to the termination of the offering made pursuant to (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and supplements the information provided in this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, . Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically that is incorporated or deemed to be incorporated herein by reference into our Annual Report from our definitive proxy statement on Schedule 14A, to the extent that statements in the later filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment document modify or report filed with the SEC for the purpose of updating replace such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantearlier statements. We will provide furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, at no costupon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to us including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to: You may also access these documents, free of charge, on the SEC’s website at our principal executive offices at the following telephone number and address: ▇▇▇.▇▇▇.▇▇▇ or on our website at ▇▇▇.▇▇▇▇.▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) /▇▇▇-▇▇▇▇▇▇▇. The information contained in, Attn: Investor Relationsor that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus or any accompanying prospectus supplement. In accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. You should rely only on the information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation. We may, from time to time, offer and sell up to $50,000,000 of any combination of our common stock, par value $0.001 (the “common stock”), preferred stock, par value $0.001 (the “preferred stock”), debt securities, warrants or units described in this prospectus, either individually or in combination with other securities, at prices and on terms described in one or more supplements to this prospectus. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock, or debt securities upon the exercise of warrants. This prospectus provides you with a general description of the securities that we may offer. Each time we offer and sell securities, we willprovide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered. Securities 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 and in the applicable prospectus supplement. 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. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. 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. Our common stock is listed on the Nasdaq Capital Market under the symbol “DTST.” Warrants to purchase shares of our common stock issued by us on May 18, 2021 are listed on the Nasdaq Capital Market under the symbol “DTSTW.” On July 9, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $6.44 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on any securities market or other exchange of the specific security covered by such prospectus supplement. As of the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $32,092,110, which is calculated based on 4,109,105 shares of our outstanding common stock held by non-affiliates and a price of $7.81 per share, the closing price of our common stock on May 29, 2024, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus. During the prior twelve calendar month period that ends on and includes the date hereof, we have not offered and sold any of our securities pursuant to General Instruction I.B.6 to Form S-3. About this Prospectus ii Prospectus Summary 1 Risk Factors 7 Forward-Looking Statements 8 Use of Proceeds 9 Description of Capital Stock 10 Description of Debt Securities 19 Description of Warrants 26 Description of Units 29 Legal Ownership of Securities 30 Plan of Distribution 34 Legal Matters 37 Experts 37 Where You Can Find More Information 37 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total dollar amount of $50,000,000 of shares of common stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as units in combination with other securities as described in this prospectus. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. You should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together with the additional information described under “Where You Can Find More Information,” before buying any of the securities being offered. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus does not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor does this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. The statements that we make This prospectus contains summaries of certain provisions contained in this prospectus or in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the section entitled “Where You Can Find More Information.” Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Data Storage,” “the Company,” “we,” “us,” “our” and similar references refer to Data Storage Corporation, an entity incorporated under the laws of the State of Nevada, and where appropriate our consolidated subsidiaries. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. Data Storage Corporation, a Nevada corporation (“Data Storage,” “the Company,” “we,” “us,” and “our”), is headquartered in Melville, New York. We leverage our expertise through our two subsidiaries: CloudFirst Technologies Corporation, a Delaware corporation (“CloudFirst Technologies”), and Nexxis Inc., a Nevada corporation (“Nexxis”). Through these subsidiaries, we provide solutions and services to a broad range of clients in various industries, including healthcare, banking and finance, distribution services, manufacturing, construction, education, and government. Our subsidiaries maintain robust business development teams and independent distribution channels. In response to a capital raise and Nasdaq uplisting in 2021, we expanded our distribution networks and bolstered our team, focusing on enhancing our sales, marketing, and technological capabilities. We operate in six geographically diverse data centers across the U.S. and Canada, supporting our commitment to providing secure and reliable subscription-based services. Recognizing the urgent need for reliable and efficient IT solutions, we aim to tap into the growing demand for managed cloud and cybersecurity services. CloudFirst Technologies is positioned to capture a significant share of management’s estimate of the $36 billion annual recurring revenue market in the U.S. and Canada. Our IBM platform, with assets deployed in six data centers, aligns with IBM’s estimate that 10% of workloads will migrate to cloud-based solutions annually. Our offerings are designed to support a spectrum of needs, from cloud-based IBM Power System deployments for critical workloads to comprehensive disaster recovery and cybersecurity protections. Our focus on hybrid cloud deployments ensures that data and workloads remain secure against various threats.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus Prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to our other filings with the documents that contain such informationSEC. The information incorporated that we incorporate by reference is an important considered a part of this prospectus. Information , and information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on and supersede the information contained in the document that was filed laterthis prospectus. We incorporate by reference the following documents listed below and any filings we make filed with the SEC under pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than information in these documents that is not deemed to be filed with the SEC: • Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 12, 2024; • Current Reports on Form 8-K* filed on January 2, 2024 and March 12, 2024; • the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on August 4, 1992, and any amendments or reports filed for the purpose of updating that description; and • our Proxy Statement on Schedule 14A, relating to the annual meeting of stockholders held on June 5, 2023 and filed with the Commission on April 21, 2023. All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant of our securities as described in this prospectus will be deemed to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically be incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14Athis prospectus, other than information in the documents that is not deemed to be filed with the SEC SEC. A statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in any subsequently filed document that is incorporated by reference into this prospectus, modifies or supersedes that statement. Any statements so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. * We are not incorporating and will not incorporate by reference into this prospectus past or future information on April 30reports furnished or that will be furnished under Items 2.02 and/or 7.01 of, 2024; • Our Current Reports on or otherwise with, Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. K. We will provide without charge to each person, including any beneficial owner, person to whom a this prospectus is delivered, at no costupon written or oral request of any person, a copy of any or all of the documents that incorporated herein by reference, other than exhibits to the documents, unless the exhibits are specifically incorporated by reference into the documents that this prospectus but not delivered with this prospectus, upon written incorporates. Requests for copies in writing or telephonic request to us at our principal executive offices at the following by telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.be directed to:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectusprospectus supplement. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference into this prospectus supplement the information or documents listed below and any filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K ) that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our File No. 001-12830): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242023, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 277, 2024 (together, the “Annual Report”); • The information specifically , including all material incorporated by reference into therein; ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, K filed with the SEC on February 6, 2024, February 15, 2024, and March 26, 2024 and April 422, 2024; and • The ● the description of our Class A common stock shares contained in our Registration Statement on Form 8-A A, filed with SEC on October 326, 20052009, including any amendment or report filed with the SEC for the purpose of updating such description, including the description of our common shares in Exhibit 4.02 of the Annual Report. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits furnished with such reports related to such items, and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 or included as an exhibit 15(d) of the Exchange Act after the date of this prospectus supplement but prior to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantthe termination of the offering of the common shares covered by this prospectus supplement. We will provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with this prospectusthe prospectus supplement, upon written or telephonic request including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to us at our principal executive offices at the following telephone number and addressLineage Cell Therapeutics, Inc., Attn: Secretary, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ; telephone: (▇▇▇) ▇▇▇-▇▇▇▇. You may also access these documents on our 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. Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, Attn: Investor Relationsexcept as so modified or superseded, to constitute a part of this prospectus supplement. From time to time, we may offer up to $75,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should rely only carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common shares trade on the NYSE American and the Tel Aviv Stock Exchange (“TASE”) under the symbol “LCTX.” On March 10, 2021, the last reported sale price of our common shares on the NYSE American was $2.25 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NYSE American, TASE, or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the 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 i RISK FACTORS 5 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 8 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF CAPITAL STOCK 9 PLAN OF DISTRIBUTION 22 DESCRIPTION OF WARRANTS 17 EXPERTS 24 LEGAL MATTERS 24 WHERE YOU CAN FIND MORE INFORMATION 24 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, nor any agent, underwriter or provided dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as of on any date subsequent to the date set forth on its cover page and the front of such document or that any information in a document we have incorporated by reference is accurate only as of correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information incorporated by reference is an important part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectusprospectus supplement. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus supplement and/or information incorporated by reference into this prospectusprospectus supplement, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after the date of this prospectus supplement and prior to the termination of the offering made pursuant to this prospectus supplement and the accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2024; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024, April 4, 2024, May 17, 2024, May 17, 2024, May 24, 2024 and April 4June 7, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company Company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with this prospectusprospectus supplement, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus supplement, the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus supplement, the accompanying prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus supplement, the accompanying prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus supplement, the accompanying prospectus, or in any document incorporated by reference in this prospectus supplement or the accompanying prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus supplement forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file have filed with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important deemed to be part of this prospectus supplement and the accompanying prospectus. Information , and subsequent information that we file subsequently with the SEC Securities and Exchange Commission 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. In other words, in prospectus supplement and accompanying prospectus to the case of extent that a conflict or inconsistency between information set forth statement contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on supplement or the information contained in the document accompanying prospectus modifies or replaces that was filed laterstatement. We incorporate by reference the our documents listed below and any future filings we make made by us with the SEC Securities and Exchange Commission under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains in this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after between the date of this prospectus supplement and prior to the termination of the offering made 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 “filed” with the Securities and Exchange Commission, including our Compensation Committee report and performance graph or any information furnished pursuant to this prospectusItems 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 Securities and Exchange Commission: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the Securities and Exchange Commission onMarch 31, 2023; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC onMay 15, 2023 and August 14, 2023, respectively; • our Current Reports on March Form 8-K filed with the Securities and Exchange Commission onJanuary 17, 2023, January 17, 2023, January 24, 2023, January 26, 20242023, February 7, 2023 (as amended on Form 8-K/A on February 7, 2023), February 8, 2023, February 9, 2023, February 13, 2023, February 22, 2023, March 16, 2023, March 29, 2023, April 21, 2023, May 22, 2023, June 30, 2023, July 21, 2023, and July 31, 2023; and • the description of the Company’s common stock and warrants contained in the Form 8-A filed with the Securities and Exchange Commission onSeptember 17, 2018, as amended by the Exhibit 4.1 to our Annual Report on Form 10-K/A filed with K for the SEC on March 27fiscal year ended December 31, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052022, including any amendment amendments thereto or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in 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 prospectus shall be deemed to incorporate offering, including, but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic Securities and current reports. We think these reports provide additional information about our company which prudent investors find important. We Exchange Commission, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with supplement and the accompanying prospectus and deemed to be part of this prospectus, upon written or telephonic request to us at our principal executive offices at prospectus supplement and the following telephone number accompanying prospectus from the date of the filing of such reports and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relationsdocuments. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. 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: You may also access the documents incorporated by reference in this prospectus through our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part. We are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that provided contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is ▇▇▇.▇▇▇.▇▇▇. We make available free of charge on or through our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at ▇▇▇.▇▇▇.▇▇▇. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, ▇▇▇.▇▇▇▇▇▇.▇▇▇. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $75,000,000. We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.” Our common stock is listed on The Nasdaq Capital Market under the symbol “BSGM.” On December 30, 2020, the last reported sale price of our common stock was $4.13 per share as reported on The Nasdaq Capital Market. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. The date of this prospectus is January 12, 2021 TABLE OF CONTENTS Page About This Prospectus ii Cautionary Statement Regarding Forward-Looking Statements 1 Prospectus Summary 3 Risk Factors 6 Use of Proceeds 7 Description of Capital Stock 8 Description of Warrants 12 Description of Units 14 Plan of Distribution 15 Legal Matters 18 Experts 18 Where You Can Find More Information 18 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in the prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities. You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any other offering materials we may useprospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement and or any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by referenceapplicable documents, regardless of the time of delivery of this prospectus or any sale of securities. The statements Our business, financial condition, results of operations and prospects may have changed since that we make date. All references in this prospectus to “BioSig,” the “Company,” “we,” “us,” “our,” or in any document incorporated by reference in this prospectus about similar terms refer to BioSig Technologies, Inc. and its subsidiaries taken as a whole, except where the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, context otherwise requires or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described aboveotherwise indicated.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement supersedes the information in the accompanying prospectus, and supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this supplement and the accompanying prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference into this prospectus supplement and the accompanying prospectus and the registration statement of which this prospectus supplement and the accompanying prospectus are a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: Commission File No. 001-36365): • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242020, which was filed with the SEC on March 2629, 20242021, as amended by or the Annual 2020 Form 10-K; • our Quarterly Report on Form 10-K/A Q for the quarter ended March 31, 2021, which was filed with the SEC on March 27May 17, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26February 17, 2024 2021, February 23, 2021 and April 4May 14, 20242021; and • The the description of our Class A common stock contained in our Registration Statement inthe registration statement on Form 8-A filed October 3on March 19, 20052014 under the Exchange Act, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in , including Exhibit 4.2 to the 2020 Form 10-K. All filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus supplement and the accompanying prospectus are a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus. We also incorporate information by reference any future filings (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit and exhibits filed on such form that are related to such items unless such Form 8-KK expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus supplement and the accompanying prospectus and will become a part of this prospectus supplement and the accompanying prospectus from the date that such documents are filed with the SEC. We encourage you Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to read our periodic modify and current reportssupersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We think You can request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy of any by writing or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request to telephoning us at our principal executive offices at the following address or telephone number and addressnumber: ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇▇ From time to time, Attn: Investor Relationswe may offer and sell up to an aggregate amount of $200,000,000 any combination of the securities described in this prospectus, either individually or in combination. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on The Nasdaq Global Market under the trading symbol “SCYX.” OnDecember 30, 2020, the last reported sale price of our common stock was $7.28 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on The Nasdaq Global Market or other securities exchange of the securities covered by the applicable prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS i PROSPECTUS SUMMARY 1 RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF WARRANTS 18 LEGAL OWNERSHIP OF SECURITIES 20 PLAN OF DISTRIBUTION 24 LEGAL MATTERS 25 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 26 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 26 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration statement, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of $200,000,000 any of the securities described in this prospectus. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered. You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or provided additional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus, any applicable prospectus supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this related free writing prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page the front of the document and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. The statements that we make Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in this prospectus or in any document incorporated by some of the documents described herein, but reference in this prospectus about is made to the contents actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” This prospectus contains and incorporates 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 as an exhibit to 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 this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. SCYNEXIS, Inc. is pioneering innovative medicines to potentially help millions of patients worldwide in need of new options to overcome and prevent difficult-to-treat and drug resistant infections. We are developing our lead product candidate, ibrexafungerp, as a broad-spectrum, intravenous (IV)/oral agent for multiple indications in both the community and hospital settings. We recently received the acceptance letter from the U.S. Food and Drug Administration (FDA) for our New Drug Application (NDA) for ibrexafungerp for the treatment of vulvovaginal candidiasis (VVC, also known as vaginal yeast infection). We are also continuing late- stage clinical development for the prevention of recurrent VVC as well as the treatment of life-threatening invasive fungal infections in hospitalized patients. Ibrexafungerp, the first representative of a novel class of antifungal agents called triterpenoids and designated by the suffix “-fungerp”, is a structurally distinct glucan synthase inhibitor that has shown in vitro and in vivo activity against a broad range of human fungal pathogens such as Candida and Aspergillus species, including multidrug-resistant strains, as well as Pneumocystis, Coccidioides, Histoplasma and Blastomyces species. Candida and Aspergillus species are the fungi responsible for approximately 85% of all invasive fungal infections in the United States (U.S.) and Europe. To date, we have characterized the antifungal activity, pharmacokinetics, and safety profile of the oral and IV formulations of ibrexafungerp in multiple in vitro, in vivo, and clinical studies. The FDA has granted Qualified Infectious Disease Product (QIDP) and Fast Track designations for the formulations of ibrexafungerp for the indications of VVC (including prevention of recurrent VVC), invasive candidiasis (IC) (including candidemia), and invasive aspergillosis (IA), and has granted Orphan Drug designations for the IC and IA indications. These designations may provide us with additional market exclusivity and expedited regulatory paths. We recently announced that the FDA has accepted for filing our NDA for ibrexafungerp for the treatment of VVC, also known as vaginal yeast infections. The FDA has granted this application Priority Review, a designation which is granted to applications for potential drugs that, if approved, would be significant improvements in the safety or effectiveness of the treatment of serious conditions when compared to standard applications. Under the Prescription Drug User Fee Act (PDUFA), the FDA has set a target action date of June 1, 2021. Additionally, the FDA has communicated that it is not currently planning to hold an advisory committee meeting to discuss the application. The NDA is supported by positive results from two Phase 3, randomized, double-blind, placebo-controlled, multi-center studies (VANISH-303 and VANISH-306), in which oral ibrexafungerp demonstrated statistically superior efficacy and a favorable tolerability profile in women with VVC. We were originally incorporated in Delaware in November 1999 as ScyRex, Inc. We subsequently changed our name to SCYNEXIS Chemistry & Automation, Inc. in April 2000 and to SCYNEXIS, Inc. in June 2002. Our principal executive offices are located at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇- ▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities. Our business is subject to numerous risks, as more fully described in the section entitled “Risk Factors” immediately following this prospectus summary. You should read these risks, and the risks incorporated by reference into this prospectus, before you invest in our common stock. In particular, our risks include, but are not limited to, the following: • We believe our current cash and cash equivalents will be sufficient to fund our business only for a limited amount of time, and if we are not able to raise additional funds, we may be unable to continue as a going concern; • Our business could be adversely affected by the COVID-19 outbreak, in regions where we or third parties on which we rely have significant concentrations of clinical trial sites, manufacturing facilities, or other business operations; • We have never been profitable, we have no products approved for commercial sale, and to date we have not generated any revenue from product sales. As a result, our ability to curtail our losses and reach profitability is unproven, and we may never achieve or sustain profitability; • Our operating activities may be restricted as a result of covenants related to the indebtedness under our senior convertible notes and we may be required to repay the notes in an event of default, which could have a materially adverse effect on our business; • We cannot be certain that ibrexafungerp will receive regulatory approval, and without regulatory approval we will not be able to market ibrexafungerp. Regulatory approval is a lengthy, expensive and uncertain process; • Although both the oral and IV formulations of ibrexafungerp have been granted Qualified Infectious Disease Product status and Fast Track designation, this does not guarantee that the length of the FDA review process will be significantly shorter than otherwise, or that ibrexafungerp will ultimately be approved by the FDA; • Delays in the commencement, enrollment and completion of clinical trials could result in increased costs to us and delay or limit our ability to obtain regulatory approval for ibrexafungerp or any future product candidates; • Clinical failure can obtain copies occur at any stage of these documents from clinical development. Because the SEC or from us, as described above.results of earlier clinical trials are not necessarily predictive of futu

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference into this prospectus the information and reports we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthese documents. The information incorporated we incorporate by reference into this prospectus is an important considered to be a part of this prospectus. Information that Because we file subsequently are incorporating by reference future filings with the SEC will automatically update SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. In other words, in This means that you must look at all of the case SEC filings that we incorporate by reference to determine if any of a conflict or inconsistency between information set forth the statements in this prospectus and/or information or in any document previously incorporated by reference into have been modified or superseded. The SEC file number for the documents incorporated by reference in this prospectus, you should rely on the information contained in the document that was filed laterprospectus is 001-41019. We incorporate This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934(in each case, as amended, other than those documents or the Exchange Actportions of those documents not deemed to be filed), (i) after until the initial filing offering of the securities under the registration statement that contains is terminated or completed. The following documents are incorporated by reference into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 26onMarch 16, 20242023, as amended by the our Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14AA, filed with the SEC on April 30May 1, 20242023; • Our our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 15, 2023; • our Current Reports on Form 8-K, K filed with the SEC on January 3, 2023, March 23, 2023, March 30, 2023, April 6, 2023, April 20, 2023, May 18, 2023, May 26, 2024 2023 and April 4June 30, 20242023, to the extent such information is filed and not furnished; and • The the description of our Class A common stock contained set forth in our Registration Statement the registration statement on Form 8-A filed October 3(File No. 001-41019) registering our Class A common stock under Section 12 of the Exchange Act, 2005, including any amendment or report which was filed with the SEC on November 3, 2021, including any amendments or reports filed for the purpose purposes of updating such description. Nothing Upon request, either orally or in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We writing, we will provide provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, upon written or telephonic request to at no cost by writing us at our principal executive offices at the following telephone number and address: Bird Global, Inc., ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Attention: Investor Relations, ▇▇▇▇▇ ▇▇▇▇▇, or by calling us at (▇▇▇) ▇▇▇-▇▇▇▇. You may also access these documents, Attn: Investor Relationsfree of charge on the SEC’s website ▇▇▇▇▇.▇▇▇.▇▇▇ or on our website at ▇▇▇.▇▇▇▇.▇▇. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person anyone to provide information other than that provided you with different information. We are not making an offer of these securities in this prospectus, any supplement to this prospectus or any other offering materials we may usestate where the offer is not permitted. You should not assume that the information in this prospectusprospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents. From time to time we may offer and sell up to $25,000,000 in the aggregate of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer and sell securities, we will file a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. 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, which may be on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. As of July 10, 2023, the aggregate market value of our outstanding Class A common stock held by non-affiliates, or public float, as calculated pursuant to the rules of the Securities and Exchange Commission, was approximately $40.4 million, based on 12,872,589 shares of outstanding Class A common stock (including 1,381,398 shares of Class A common stock issuable upon conversion of Class X common stock), of which approximately 2,391,525 shares were held by affiliates, and a price of $3.85 per share, which was the price at which our Class A common stock was last sold on the New York Stock Exchange on April 24, 2023. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12- calendar-month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. Our Class A common stock is traded on the New York Stock Exchange under the symbol “BRDS.” On June 22, 2023, the last reported sale price of our Class A common stock was $2.20 per share. The applicable prospectus supplement will contain information, where applicable, as to any other offering materials listing on the New York Stock Exchange or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. Refer to the section entitled “Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company” in this prospectus for additional information. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 5 of this prospectus and in any applicable prospectus supplement and related free writing prospectus we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should read this entire prospectus carefully before you make your investment decision. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 USE OF PROCEEDS 7 SECURITIES THAT WE MAY OFFER 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 19 DESCRIPTION OF WARRANTS 25 LEGAL OWNERSHIP OF SECURITIES 27 PLAN OF DISTRIBUTION 30 LEGAL MATTERS 32 EXPERTS 33 WHERE YOU CAN FIND MORE INFORMATION 34 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 35 Page ABOUT THIS PROSPECTUS SUPPLEMENT S-1 PROSPECTUS SUPPLEMENT SUMMARY S-2 THE OFFERING S-5 RISK FACTORS S-7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS S-11 USE OF PROCEEDS S-13 DILUTION S-14 PLAN OF DISTRIBUTION S-16 LEGAL MATTERS S-17 EXPERTS S-18 WHERE YOU CAN FIND MORE INFORMATION S-19 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-20 INFORMATION NOT REQUIRED IN PROSPECTUS II-1 SIGNATURES II-5 POWER OF ATTORNEY II-6 This prospectus is a part of a registration statement on Form S-3 we filed with the SEC utilizing a “shelf” registration process. Under this “shelf” registration statement, we may use sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $25,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of the 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 and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus, or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus, or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus, or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contain summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate by reference” into this prospectus the certain information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectusprospectus as well as our other filings with the SEC. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after following the initial filing date of the registration statement that contains this prospectus and but prior to the effectiveness of such registration statement, and statement or (ii) on or after the date of this prospectus and prior to the termination time that all the securities offered by this prospectus are sold (in each case, other than any portions of any such documents that are not deemed “filed” under the offering made pursuant to this prospectus: • Our Exchange Act in accordance with the Exchange Act and applicable SEC rules): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 2614, 2024, as amended by the Annual Report 2022; ● our Quarterly Reports on Form 10-K/A filed with Q for the SEC on fiscal quarters ended March 2731, 2024 (together2022 and June 30, the “Annual Report”)2022; • The information specifically incorporated by reference into ● our Annual Report from our definitive proxy statement on Schedule 14Aprospectus, dated February 3, 2022, filed with the SEC on April 30February 3, 20242022 pursuant to Rule 424(b) under the Securities Act, relating to our registration statement on Form S-4, as amended (File No. 333-260999); • Our ● our Current Reports on Form 8-K, K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the SEC on March 26, 2024 and April January 4, 20242022, February 9, 2022, February 15, 2022, February 16, 2022, February 28, 2022, March 16, 2022, March 18, 2022, March 23, 2022, March 25, 2022, March 29,2022, April 13, 2022, April 28, 2022, May 19, 2022, June 8, 2022 and June 15, 2022; and • The ● the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A A, which was filed October 3with the SEC on January 24, 20052003, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in 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 prospectus shall be deemed to incorporate information furnished to but not filed offering, including all such documents we may file with the SEC pursuant after the date of the initial registration statement and prior to Item 2.02 or Item 7.01 the effectiveness of Form 8-K (or corresponding the registration statement, but excluding any information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We to, rather than filed with, the SEC, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with and deemed to be part of this prospectusprospectus from the date of the filing of such reports and documents. You may request a copy of these filings, upon written other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephonic request to telephoning us at our principal executive offices at the following telephone number and addressfollowing: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided presented in this prospectus, any supplement to this prospectus or the applicable prospectus supplement. Neither we nor any other offering materials we may useunderwriters or agents have authorized anyone else to provide you with different information. We have are not authorized making an offer of these securities in any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may usejurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus or the applicable prospectus supplement and any other offering materials we may use is accurate only as of any date other than the date dates on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies front of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedocuments.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which Securities and Exchange Commission. This means that we can disclose important information to you by referring you to the documents that contain such informationanother filed document. The Any information incorporated by reference referred to in this way is an important considered part of this prospectus. Information that prospectus supplement from the date we file subsequently that document. Any reports filed by us with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below Securities and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or Commission after the date of this prospectus supplement and prior to before the termination date that the offering of the offering made pursuant to securities by means of this prospectusprospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference in this prospectus supplement. Accordingly, we incorporate by reference the following documents or information filed with the Securities and Exchange Commission: • Our ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2020 filed with the SEC on March 2631, 2024, as amended by the 2021 and Amendment No. 1 to our Annual Report on Form 10-K/A K for the year ended December 31, 2020 filed on April 14, 2021; ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 that we filed with the SEC on March 27May 17, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into ● our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26(except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto) on: April 7, 2024 2021, April 22, 2021, May 3, 2021 and April 4June 10, 20242021; and • The ● the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A filed October August 3, 20051998, under the Exchange Act, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in ; and ● all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus shall be supplement and prior to the termination of this offering, other than documents or information deemed to incorporate information furnished to but and not filed in accordance with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantrules. We will provide provide, upon written or oral request, without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, at no cost, a copy of any or all of the information incorporated herein by reference (exclusive of exhibits to such documents that unless such exhibits are specifically incorporated by reference into this prospectus but not delivered with this prospectusherein). You may request a copy of any or all of these filings, upon written at no cost, by writing or telephonic request to telephoning us at our principal executive offices at the following telephone number and addressat: Microbot Medical Inc., ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ; Attention: Harel Gadot; telephone number (▇▇▇) ▇▇▇-▇▇▇▇. This prospectus will allow us to issue, Attn: Investor Relations. You should rely only from time to time at prices and on terms to be determined at or prior to the information incorporated by reference or provided time of the offering, up to $75,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer common stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon conversion of or exchange for the preferred stock; or common stock, preferred stock or debt securities upon the exercise of warrants or rights. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of any supplement offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any other offering materials we prospectus supplement, carefully before you invest. Our securities may usebe sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. We have not authorized any person For additional information on the methods of sale, you should refer to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as section entitled “Plan of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in any document incorporated by reference in this prospectus about the contents sale of any other documents are not necessarily complete, and are qualified in their entirety by referring you our securities with respect to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a part, or as an exhibit prospectus supplement. The price to the documents incorporated by referencepublic of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. You can obtain copies Our common stock is listed on The Nasdaq Capital Market under the symbol “MBOT.” On November 24, 2020, the last reported sale price of these documents from the SEC or from usour common stock on The Nasdaq Capital Market was $7.25 per share. The applicable prospectus supplement will contain information, where applicable, as described above.to any other listing, if any, on The Nasdaq Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable. PROSPECTUS SUMMARY 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 RISK FACTORS 4 PLAN OF DISTRIBUTION 7 USE OF PROCEEDS 6 DESCRIPTION OF PREFERRED STOCK 10 DESCRIPTION OF COMMON STOCK 9 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF WARRANTS 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF RIGHTS 19 EXPERTS 23 LEGAL MATTERS 23 WHERE YOU CAN FIND MORE INFORMATION 23

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which . This means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document, which also is an important incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated We hereby incorporate by reference into this prospectus, you should rely on prospectus the information contained in the document following documents that was we have filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under the Exchange Act: •our Annual Report on Form 20-F for the year ended March 31, 2023, filed with the SEC on June 14, 2023; •our Current Reports on Form 6–K filed with the SEC on April 19, 2023, April 21, 2023, May 4, 2023, June 14, 2023, July 18, 2023, August 3, 2023, September 1, 2023, September 12, 2023, October 4, 2023, October 12, 2023, October 31, 2023, and November 8, 2023 (in each case, except for information contained therein which is furnished rather than filed); and •the description of our Class A common stock in our registration statement on Form 8–A filed with the SEC on June 30, 2022, including any amendments thereto or reports filed for the purpose of updating such description. •All documents filed by Virax under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are filed (excluding, however, information we furnish to the SEC) (i) by us after the initial filing date of the initial registration statement that contains this prospectus and prior to its effectiveness of such registration statement, and (ii) on or by us after the date of this prospectus and prior to the termination of the any offering made pursuant to under this registration statement. Any statement contained in this prospectus: • Our Annual Report on Form 10-K , or in a document all or a portion of which is incorporated by reference, shall be modified or superseded for purposes of this prospectus to the fiscal year ended February 3extent that a statement contained in this prospectus, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically any applicable prospectus supplement and any related free writing prospectus or any document incorporated by reference into our Annual Report from our definitive proxy modifies or supersedes such statement. Any such statement on Schedule 14Aso modified or superseded shall not, filed with the SEC on April 30except as so modified or superseded, 2024; • Our Current Reports on Form 8-Kconstitute a part of this prospectus. Upon request, filed with the SEC on March 26we will provide, 2024 and April 4without charge, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, at no cost, delivered a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, upon written at no cost by writing or telephonic request to telephoning us at our principal executive offices at the following telephone number and addressfollowing: ▇United Kingdom Telephone: +▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ You may also access these documents, free of charge on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or on the “Investors” page of our website at ▇▇▇▇, ▇://▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ .▇▇▇▇▇/. Information contained on our website is not incorporated by reference into this prospectus, (▇▇▇) ▇▇▇-▇▇▇▇and you should not consider any information on, Attn: Investor Relationsor that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement. This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should rely only on read the exhibits carefully for provisions that may be important to you. We have not authorized anyone to provide you with information other than what is incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useprospectus supplement. We have are not authorized making an offer of these securities in any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may usestate where such offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of or in the date on its cover page and that any information in a document we have documents incorporated by reference is accurate only as of any date other than the date on the front of the document incorporated by reference. The statements that we make in this prospectus or those documents. We are an exempted company with limited liability incorporated under the laws of the Cayman Islands and our affairs are governed by our third amended and restated memorandum and articles of association and the Companies Act, and the common law of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following: (i) the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors; and (ii) Cayman Islands companies may not have standing to sue before the federal courts of the United States. Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated. Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any document incorporated by reference state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors. We have appointed Virax Biolabs USA Management, Inc. as our agent to receive service of process with respect to any action brought against us in the United States in connection with this prospectus about offering under the contents federal securities laws of the United States or of any other documents are not necessarily completeState in the United States. We have been advised by ▇▇▇▇▇, our counsel as to Cayman Islands law, there is uncertainty as to whether the courts of the Cayman Islands would: •recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of securities laws of the United States or any state in the United States; or •entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States ▇▇▇▇▇ has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and are qualified in their entirety by referring you to copies enforce a foreign judgement, without any re-examination or re-litigation of those documents that are filed as exhibits to the registration statementmatters adjudicated upon, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.provided such judgment:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Information , and information that we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any filings that we make have previously filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, filed with the SEC on March 2625, 2024, as amended by the Annual 2025; • Our Quarterly Report on Form 10-K/A Q for the fiscal quarter ended March 31, 2025, filed with the SEC on March 27May 2, 2024 (together, the “Annual Report”)2025; • The information specifically incorporated by reference into in our Annual Report onForm 10-K for the year ended December 31, 2024 from our definitive proxy statement Definitive Proxy Statement on Schedule 14A14A relating to our 2025 annual meeting of stockholders, filed with the SEC on April 3029, 20242025; • Our Current Reports on Form 8-K, K filed with the SEC on each of January 16, 2025, February 6, 2025, March 266, 2024 2025, March 18, 2025, March 27, 2025, April 14, 2025 and April 4May 15, 20242025 (excluding any information furnished but not filed in such reports under Item 2.02, Item 7.01, or Item 9.01); and • The description of our Class A common stock contained in our Registration Statement on Form onForm 8-A A, filed October 3with the SEC on February 8, 20052021, including as updated by the description of our common stock contained in Exhibit 4.4 to our Annual Report onForm 10-K for the year ended December 31, 2022, and any subsequent amendment or report filed with the SEC for the purpose of updating such the description. Nothing In addition, all future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the prospectus supplement until all of the shares of common stock offered hereby have been sold or the offering is otherwise terminated (in this prospectus each case, other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are be incorporated by reference into this prospectus but supplement and the accompanying prospectus supplement and will automatically be deemed to modify and supersede any information in this prospectus supplement, the accompanying prospectus and any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein or therein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Drive 1st Floor North Tower ▇▇▇▇▇▇, Virginia You should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus. We have not delivered authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents. From time to time, we may offer 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 securities. We may offer the securities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the 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, 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, upon written or telephonic request any accompanying prospectus supplement, any amendment and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision. Our common stock, par value $0.0001 per share (“Common Stock”), and Public Warrants (as defined below) are traded on The New York Stock Exchange (“NYSE”) under the symbol “BBAI” and “▇▇▇▇.▇▇,” respectively. On April 5, 2023, the last reported sale price on NYSE of our Common Stock was $2.20 per share and the last reported sale price of our Public Warrants was $0.22 per warrant. The applicable prospectus supplement will contain information, where applicable, as to us at our other listings, if any, of the securities covered by the applicable prospectus supplement. Our principal executive offices office is located at the following telephone number and address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Drive, ▇▇▇▇▇▇▇▇▇Suite 200, ▇▇▇▇▇ ▇▇▇▇▇Columbia, Maryland 21046, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. Investing in our securities involves a high degree of risk. You should rely only review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 6 of this prospectus as well as those contained in the information applicable prospectus supplement and in the other documents that are incorporated by reference or provided in this prospectus, any supplement to into this prospectus or the applicable prospectus supplement. ABOUT THIS PROSPECTUS ii WHERE YOU CAN FIND MORE INFORMATION iv INCORPORATION OF DOCUMENTS BY REFERENCE iv CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS vi SUMMARY OF THE PROSPECTUS 1 RISK FACTORS 6 USE OF PROCEEDS 7 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF NEW WARRANTS 14 DESCRIPTION OF RIGHTS 17 DESCRIPTION OF UNITS 18 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 21 EXPERTS 21 We are responsible for the information contained and incorporated by reference in this prospectus and in any other offering materials accompanying prospectus supplement we may useprepare 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 securities offered by this documentation are unlawful, or if you are a person to provide information other than that provided whom it is unlawful to direct these types of activities, then the offer presented in this prospectusdocument does not extend to you. The information contained in this document speaks only as of the date of this document, any supplement to unless the information specifically indicates that another date applies. Neither the delivery of this prospectus or any other offering materials 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 useprovide you in connection with an offering or that the 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 prospectusprospectus or any accompanying prospectus supplement, any prospectus supplement and any other offering materials we may use is accurate only as of well as the date on its cover page and that any information in a document we have incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurate only as of the date of the document incorporated by referencedocuments containing the information, unless the information specifically indicates that another date applies. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents Our business, financial condition, results of any other documents are not necessarily complete, operations and are qualified in their entirety by referring you to copies of prospects may have changed since those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovedates.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” reference information into this prospectus the information we file with the SEC, which document. This means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important considered to be a part of this prospectus. Information document, except for any information superseded by information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth is included directly in this prospectus and/or information or incorporated by reference into subsequent to the date of this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference herein: · Our 2023 Annual Report on Form 20-F for the documents listed below fiscal year ended December 31, 2023; and any filings · Our reports on Form 6-K furnished to the SEC on January 3, 2024, January 22, 2024 (other than Exhibit 99.1 filed as an exhibit thereto), March 14, 2024 (only with respect to “Item 2.C – 2023 and 2022 Board Compensation” and “Item 3.C – 2023 and 2022 Executive Compensation” of Exhibit 99.2), May 13, 2024 (Film No. 24936707) (other than Exhibit 99.1 filed as an exhibit thereto), May 13, 2024 (Film No. 24936766) (other than Exhibit 99.3 filed as an exhibit thereto), May 21, 2024, June 20, 2024 and July 25, 2024 (other than Exhibit 99.1 filed as an exhibit thereto). All annual reports we make file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or Form 20-F after the date of this prospectus and prior to the termination or expiration of the offering made pursuant to this prospectus: • Our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy registration statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request and to us at our principal executive offices at be part hereof from the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇date of filing of such documents. We may incorporate by reference any Form 6-▇▇▇▇, Attn: Investor Relations. You should rely only on K subsequently submitted to the information SEC by identifying in such Form that it is being incorporated by reference or provided in into this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document Documents incorporated by reference in this prospectus about the contents of are available from us without charge upon written or oral request, excluding any other documents are not necessarily complete, and are qualified in their entirety by referring you exhibits to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents not specifically incorporated by referencereference into those documents. You can obtain copies of these documents incorporated by reference in this document by requesting them from the SEC us in writing or from usat AC Immune SA, as described aboveEPFL Innovation Park, Building B, 1015 Lausanne, Switzerland, or via telephone at +▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECsupplement, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information documents incorporated by reference into this prospectus, prospectus supplement contain important information that you should rely on the information contained in the document that was filed laterread about us. We incorporate The following documents are incorporated by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains into this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectussupplement: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242018, filed with the SEC on March 2622, 20242019, as amended by including the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report on Form 10-K from our definitive proxy statement for the 2019 Annual Meeting of Stockholders; • our Quarterly Report on Schedule 14AForm 10-Q for the period ended March 31, 2019, filed with the SEC on April May 10, 2019; • our Quarterly Report on Form 10-Q for the period ended June 30, 2024; • Our Current Reports on Form 8-K2019, filed with the SEC on March 26August 12, 2024 2019; • our Current Report on Form 8-K as filed with the SEC on June 3, 2019 and April 4our Current Report on Form 8-K reporting pursuant to Items 5.02 and 9.01 of Form 8-K filed with the SEC on August 5, 20242019; and • The the description of our Class A common stock contained in our Registration Statement registration statement on Form 8-A A, filed October 3with the SEC on September 26, 20052016, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in ; and We also incorporate by reference into this prospectus shall be deemed to incorporate information all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents exhibits filed on such form that are incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request related to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇such items) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from us with the SEC pursuant to Sections 13(a), 13(c), 14 or from us, as described above.15(d) of the Exchange Act

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference the information and reports we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthese documents. The information incorporated by reference is an important part of this prospectus. Information prospectus supplement, and information that we file subsequently after the date hereof with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information already incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterreference. We incorporate are incorporating by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusbelow: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2020 filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 13, 2020, from our definitive proxy statement the Company’s Definitive Proxy Statement on Schedule 14A14A relating to the Company’s 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 3010, 20242020; • Our Current Reports on Form 8-KK (other than information furnished rather than filed) filed with the SEC on January 4, 2021 and January 20, 2021; and • The description of our common stock contained in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052021, including any amendment amendments or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents we file with the SEC pursuant to Item Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed incorporated by reference in this prospectus supplement and to be a part of this prospectus supplement from the date of filing of those documents, with the exception of any portion of any report or document that is not deemed “filed” under such provisions on or after the date of this prospectus supplement, until the earlier of the date on which: (1) all of the securities registered hereunder have been sold; or (2) the registration statement of which this prospectus supplement is a part has been withdrawn. Under no circumstances will any information filed under current items 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to be deemed incorporated herein by reference unless such Form 8-K)K expressly provides to the contrary. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We Upon written or oral request, we will provide without charge to each person, including any beneficial owner, person to whom a copy of the prospectus supplement is delivereddelivered a copy of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, a copy by writing, calling or emailing us at the contact information set forth below. We have authorized no one to provide you with any information that differs from that contained in this prospectus supplement. Accordingly, we take no responsibility for any other information that others may give you. You should not assume that the information in this prospectus supplement is accurate as of any or all date other than the date of the front cover of this prospectus supplement. From time to time, we may offer and sell up to $175,000,000 of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, redemption, exchange or exercise of any securities registered pursuant to this prospectus. This prospectus provides a general description of securities we may offer. Each time we offer and sell securities, we will provide the specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on The Nasdaq Capital Market under the symbol “MGEN.” On March 25, 2020, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.4832 per share. Any applicable prospectus supplement will contain information, as applicable, as to other listings, if any, on The Nasdaq Capital Market or other securities exchange of the securities covered by the prospectus supplement. We may sell these securities 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 discussion under the heading “Plan of Distribution” in this prospectus and in any applicable prospectus supplement. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus, in any applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus. This prospectus but not delivered is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration statement, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $175,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities under this prospectus, upon written we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or telephonic request more free writing prospectuses to us at our principal executive offices at be provided to you that may contain material information relating to these offerings. We may also add, update or change in a prospectus supplement or free writing prospectus any of the following telephone number information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with any applicable prospectus supplement, any related free writing prospectus and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇the documents incorporated by reference into this prospectus and any applicable prospectus supplement, ▇▇▇▇▇▇▇▇▇will include all material information relating to the applicable offering. You should carefully read both this prospectus and any applicable prospectus supplement and any related free writing prospectus, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relationstogether with the additional information described under “Where You Can Find More Information,” before buying any of the securities being offered. You should rely only on the information contained in, or incorporated by reference or provided in this prospectusinto, any supplement to this prospectus or and any other offering materials applicable prospectus supplement, along with the information contained in any free writing prospectuses we may usehave authorized for use in connection with a specific offering. We have not authorized any person anyone to provide information other than that provided in this prospectusyou with different information. If anyone provides you with different or inconsistent information, any supplement you should not rely on it. We are not making an offer to sell or seeking an offer to buy securities under this prospectus or any other offering materials we may useapplicable prospectus supplement and any related free writing prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any accompanying prospectus supplement, the documents incorporated by reference in this prospectus, any accompanying prospectus supplement and in any other offering materials we may use is accurate only as of the date on its cover page and free writing prospectus that any information in a document we have incorporated by reference authorized for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus, any accompanying prospectus supplement, the document incorporated by reference. The statements that we make in this prospectus or in any document documents incorporated by reference in this prospectus about the contents of any other documents are not necessarily completeprospectus, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statementstatement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, industry, statistical and market data from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified statistical, market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit or incorporated by reference to the registration statement of which this prospectus forms a partpart were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as an exhibit to of the documents date when made. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference. You can obtain copies reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of these documents from the SEC or from us, as described abovetheir respective owners.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “incorporate The following documents filed by reference” into this prospectus the information we file us with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such information. The information SEC are incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our ● Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242018, filed with the SEC on March 2628, 2024, as amended by the Annual 2019; ● Quarterly Report on Form 10-K/A filed with Q for the SEC on period ended March 2731, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A2019, filed with on May 9, 2019; ● Quarterly Report on Form 10-Q for the SEC on April period ended June 30, 20242019, filed on August 14, 2019; • Our ● Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed on November 12, 2019; ● Current Reports Report on Form 8-K, filed with the SEC February 1, 2019; ● Current Report on Form 8-K, filed February 19, 2019; ● Current Report on Form 8-K, filed May 6, 2019, as amended May 9, 2019; ● Current Report on Form 8-K, filed May 14, 2019; ● Current Report on Form 8-K, filed November 14, 2019; ● Current Report on Form 8-K, filed February 27, 2020; ● Current Report on Form 8-K, filed March 263, 2024 and 2020; ● Current Report on Form 8-K, filed March 16, 2020; ● Current Report on Form 8-K, filed April 46, 20242020; ● Current Report on Form 8-K, filed April 15, 2020; ● Current Report on Form 8-K, filed April 30, 2020; and • ● The description of our Class A common stock Common Stock contained in our the Registration Statement on Form 8-A filed October 3pursuant to Section 12(b) of the Exchange Act on March 21, 20052000, including any amendment or report filed with the SEC for the purpose of updating such this description. Nothing in We also incorporate by reference all documents we file pursuant to Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the date of the initial registration statement of which this prospectus supplement and accompanying prospectus are a part and prior to effectiveness of such registration statement. All documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and accompanying prospectus and prior to the termination of the offering are also incorporated by reference and are an important part of this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to incorporate information furnished be modified or superseded for the purposes of this registration statement to but the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not filed with the SEC pursuant be deemed, except as so modified or superseded, to Item 2.02 or Item 7.01 constitute a part of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantthis registration statement. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the information that has been incorporated by reference in the prospectus supplement and accompanying prospectus but not delivered with the prospectus supplement or accompanying prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing to or calling us at: This prospectus supplement and accompanying prospectus is part of a registration statement we filed with the SEC. You should only rely on the information or representations contained in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide information other than that provided in this prospectus and any accompanying prospectus supplement. We are not making an offer of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on the front of the document. From time to time, we may offer and sell, in one or more offerings, up to $25,000,000 of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. We will provide the specific price and number of securities issued in supplements to this prospectus. You should read this prospectus and the accompanying prospectus supplement carefully before you invest. This prospectus provides a general description of the securities we may offer from time to time. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with an offering. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Our common stock is currently listed for quotation on the OTCQB Marketplace under the symbol “IWSY.” The last reported sales price of our common stock on June 27, 2018 was $1.28 per share. We may offer and sell our securities to or through one or more agents, underwriters, dealers or other third parties, or directly to one or more purchasers on a continuous or delayed basis. If agents, underwriters or dealers are used to sell our securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of our securities and the net proceeds we expect to receive from the sale of such securities will also be set forth in a prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. Our business and investing in our securities involve significant risks. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” on page 5 of this prospectus, as well as those contained in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference into this prospectus but not delivered or the applicable prospectus supplement. A bout This Prospectus 1 C autionary Notes Regarding Forward-Looking Statements 6 D escriptions of Securities that may be Offered 8 D escription of Certain Provisions of Delaware Law and Our Charter and Bylaws 13 L egal Matters 16 E xperts 16 I ncorporation of Certain Information by Reference 16 This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities which may be offered. Each time we offer securities for sale, we will provide a prospectus supplement that contains information about the specific terms of that offering. Any prospectus supplement may also add, or update information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” You should rely only on the information contained or incorporated by reference in this prospectus, upon written and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or telephonic request inconsistent information, you should not rely on it. We are not making offers to us at sell or solicitations to buy the securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized, or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” We develop mobile and cloud-based identity management solutions providing biometric, secure credential and law enforcement technologies. Our patented biometric product line includes our principal executive offices at flagship product, the following telephone number IWS Biometric Engine®, a hardware and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇algorithm independent multi-biometric engine that enables the enrollment and management of unlimited population sizes. Our identification products are used to manage and issue secure credentials, ▇▇▇▇▇▇▇▇▇including national IDs, ▇▇passports, driver licenses and access control credentials. Our digital booking products provide law enforcement with integrated ▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇fingerprint LiveScan and investigative capabilities. We also provide comprehensive authentication security software using biometrics to secure physical and logical access to facilities or computer networks or internet sites. We are headquartered in San Diego, California, with offices in Portland, Oregon, Mexico, and Ottawa, Ontario. We are also a leading developer of mobile and cloud-▇▇▇▇based identity management solutions providing patented biometric authentication solutions for the enterprise. We deliver next-generation biometrics as an interactive and scalable cloud-based solution. We bring together cloud and mobile technology to offer multi-factor authentication for smartphone users, Attn: Investor Relations. You should rely only on for the information incorporated by reference or provided in this prospectusenterprise, any supplement to this prospectus or any other offering materials we may useand across industries. We have not authorized any person introduced a set of mobile and cloud solutions to provide information biometric user authentication, including the GoVerifyID® mobile application and cloud-based SaaS solutions. These solutions include GoMobile Interactive (“GMI”), which provides patented, secure, dynamic messaging. More recently we have introduced GoVerifyID® Enterprise Suite, which provides turnkey integration with Microsoft Windows, Microsoft Active Directory, and security products from CA, HPE, IBM, and SAP. These solutions are marketed and sold to businesses across many industries. For the healthcare industry, we also developed and market a patented, FDA-Cleared, biometrically-secured, enterprise-level platform for patient engagement and medication adherence. Historically, we have marketed our products to government entities at the federal, state and local levels; however, the emergence of cloud based computing, a mobile market that demands increased security and interoperable systems, and the proven success of our products in the government markets, has enabled us to enlarge our target market focus to include the emerging consumer and non-government enterprise marketplace. Our biometric technology is a core software component of an organization’s security infrastructure and includes a multi-biometric identity management solution for enrolling, managing, identifying and verifying the identities of people by the physical characteristics of the human body. We develop, sell and support various identity management capabilities within government (federal, state and local), law enforcement, commercial enterprises, and transportation and aviation markets for identification and verification purposes. Our IWS Biometric Engine is a patented biometric identity management software platform for multi-biometric enrollment, management and authentication, managing population databases of virtually unlimited sizes. It is hardware agnostic and can utilize different types of biometric algorithms. It allows different types of biometrics to be operated at the same time on a seamlessly integrated platform. It is also offered as a Software Development Kit (“SKD”) based search engine, enabling developers and system integrators to implement a biometric solution or integrate biometric capabilities into existing applications without having to derive biometric functionality from pre- existing applications. The IWS Biometric Engine combined with our secure credential platform, IWS EPI Builder, provides a comprehensive, integrated biometric and secure credential solution that can be leveraged for high-end applications such as passports, driver licenses, national IDs, and other than that provided secure documents. Our law enforcement solutions enable agencies to quickly capture, archive, search, retrieve, and share digital images, fingerprints and other biometrics as well as criminal history records on a stand-alone, networked, wireless or web-based platform. We develop, sell and support a suite of modular software products used by law enforcement and public safety agencies to create and manage criminal history records and to investigate crime. Our IWS Law Enforcement solution consists of five software modules: Capture and Investigative modules, which provide a criminal booking system with related databases as well as the ability to create and print mug photo/SMT image lineups and electronic mug-books; a Facial Recognition module, which uses biometric facial recognition to identify suspects; a Web module, which provides access to centrally stored records over the Internet in a connected or wireless fashion; and a LiveScan module, which incorporates LiveScan capabilities into IWS Law Enforcement providing integrated fingerprint and palm print biometric management for civil and law enforcement use. The IWS Biometric Engine is also available to our law enforcement clients and allows them to capture and search using other biometrics such as iris or DNA. Our secure credential solutions empower customers to create secure and smart digital identification documents with complete ID systems. We develop, sell and support software and design systems which utilize digital imaging and biometrics in the production of photo identification cards, credentials and identification systems. Our products in this prospectusmarket consist of IWS EPI Suite and IWS EPI Builder. These products allow for production of digital identification cards and related databases and records and can be used by, any supplement among others, schools, airports, hospitals, corporations or governments. We have added the ability to this prospectus or any other offering materials we may useincorporate multiple biometrics into the ID systems with the integration of IWS Biometric Engine to our secure credential product line. You should assume that the information in this prospectusOur GoVerifyID products support multi-modal biometric authentication including, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are but not necessarily completelimited to, face, voice, fingerprint, iris, palm, and are qualified more. All the biometrics can be combined with or used as replacements for authentication and access control tools, including tokens, digital certificates, passwords, and PINS, to provide the ultimate level of assurance, accountability, and ease of use for corporate networks, web applications, mobile devices, and PC desktop environments. GoVerifyID provides patented multi-modal biometric identity authentication that can be used in their entirety by referring you to copies place of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, passwords or as an exhibit a strong second factor authentication method. GoVerifyID is provided as a cloud-based Software-as-a-Service (“SaaS”) solution; thereby, eliminating complex IT deployment of biometric software and eliminating startup costs. GoVerifyID works with existing mobile devices, eliminating the need for specialized biometric scanning devices typically used with most biometric solutions. GoVerifyID was built to work seamlessly with our patented technology portfolio, including GoMobile Interactive®, the documents incorporated by referencesecure dynamic messaging system, and the ultra-scalable IWS Biometric Engine that provides anonymous biometric matching and storage. You can obtain copies of these documents from the SEC or from usGoVerifyID is secure, as described above.simple to use, and de

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents that contain such information. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or is 001-37894. The documents incorporated by reference into this prospectus contain important information that you should read about us. The following documents are incorporated by reference into this prospectus, you should rely : • our Current Reports on the information contained in the document that was Form 8-K filed later. We incorporate by reference the documents listed below and any filings we make with the SEC on M ay 4, 2020, M ay 27, 2020, J uly 27, 2020, A ugust 4, 2020 and A ugust 5, 2020 (in each case, except for the information furnished under Sections 13(aItems 2.02 or 7.01 in any Current Report on Form 8-K); • our Quarterly Reports on Form 10-Q filed with the SEC on M ay 6, 13(c)2020 and A ugust 5, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: 2020; • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, 2019 filed with the SEC on March 26M arch 13, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”)2020; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A initially filed October 3on S eptember 26, 20052016, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in ; and • all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents. We also incorporate information by reference into this prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressincluding exhibits which are specifically incorporated by reference into such documents. Requests should be directed to: Fulgent Genetics, Inc., Attn: Investor Relations, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Suite 205, ▇▇▇▇▇ ▇▇▇▇▇Temple City, California 91780, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference the information we file with the SECit, which means that we can disclose important information to you by referring you to another document that we have filed separately with the documents SEC. Any information that contain such information. The information incorporated we incorporate by reference is an important considered part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. supplement.We hereby incorporate by reference the following information or documents listed below into this prospectus supplement and any filings we make the accompanying prospectus: · Our annual report on Form 10-K for the year ended April 30, 2022 filed onJuly 29, 2022 and our annual report on Form 10-K for the year ended April 30, 2021 filed on July 13, 2021, as amended; · Our quarterly report on Form 10-Q for the quarter ended July 31, 2021, filed onSeptember 14, 2021, our quarterly report on Form 10-Q for the quarter ended October 31, 2021, filed on December 14, 2021, and our quarterly report on Form 10-Q for the quarter ended January 31, 2022, filed onMarch 15, 2022; · Our current reports on Form 8-K filed on June 1, 2022; June 14, 2022; and July 12, 2022; · The description of our common stock in our registration statement on Form 8-A filed with the SEC under onJuly 31, 2017, as updated by any amendments and reports filed for the purpose of updating such description; and · All documents subsequently filed pursuant to Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or 1934 (the “Exchange Act, (i”) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made offering, other than information furnished pursuant to this prospectus: • Our Annual Report on Items 2.02 and 7.01 of Form 108-K for the fiscal year ended February 3and any related exhibits, 2024, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 (together, the “Annual Report”); • The information specifically shall be deemed to be incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with prospectus. Any information in any of the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment foregoing documents will automatically be deemed to be modified or report filed with superseded to the SEC for the purpose of updating such description. Nothing extent that information in this prospectus shall be supplement or the accompanying prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference any future filings (excluding information furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding 15(d) of the Exchange Act, until we sell all of the securities offered by this prospectus supplement. Information in such future filings updates and supplements the information furnished under Item 9.01 provided in this prospectus supplement. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or included as an exhibit deemed to Form 8-K)be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We Upon written or oral request, we will provide to each personyou, including any beneficial owner, to whom a prospectus is delivered, at no costwithout charge, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus but not delivered with this the prospectus, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information including exhibits which are specifically incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useinto such documents. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You Requests should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.be directed to:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC’s rules allow us to “incorporate by reference” information into this prospectus the information we file with the SECprospectus, which means that we can disclose important information to you by referring you to another document filed separately with the documents that contain such informationSEC. The information incorporated by reference is an important deemed to be part of this prospectus. Information , and subsequent information that we file subsequently with the SEC will automatically update this prospectusand supersede that information. In other words, in the case of a conflict or inconsistency between information set forth Any statement contained in this prospectus and/or information or a previously filed document incorporated by reference into will be deemed to be modified or superseded for purposes of this prospectus, you should rely on prospectus to the information extent that a statement contained in the this prospectus or a subsequently filed document incorporated by reference modifies or replaces that was filed laterstatement. We This prospectus and any accompanying prospectus supplement incorporate by reference the documents listed set forth below and any filings we make that have previously been filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021; • our Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022; • the portions of the Definitive Proxy Statement on Schedule 14A filed with the SEC on March 26April 22, 2024, as amended 2022 incorporated by reference in the Annual Report on Form 10-K/A filed with K for the SEC on March 27year ended December 31, 2024 (together, the “Annual Report”)2021; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-KK filed on June 14, 2022, October 21, 2022 and October 25, 2022; and • our registration statement on Form 10 filed with the SEC on March 26August 11, 2024 2015, as amended and April 4declared effective on October 21, 2024; and • The 2015, including, without limitation, the description of our Class A common capital stock contained in our Registration Statement on Form 8-A such registration statement, and all reports filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus shall be deemed prospectus, prior to incorporate the termination of this offering but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We SEC, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with this prospectus, upon written or telephonic request and deemed to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to be part of this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of from the date of the document incorporated by referencefiling of such reports and documents. The statements that we make in this prospectus or in You may request a free copy of any document of the documents incorporated by reference in this prospectus about by writing or telephoning us at the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits following address: Exhibits to the registration statementfilings will not be sent, of which however, unless those exhibits have specifically been incorporated by reference in this prospectus forms a part, or as an exhibit to the applicable prospectus supplement. Our reports and documents incorporated by referencereference herein may also be found in the “Investors” section of our website at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇. You can obtain copies Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of these documents from the SEC or from usRegistration Fee Equity Common Stock, as described above.par value $0.0001 per share Rule 457(o)(1) — — $500,000,000 0.00014760 $73,800.00 Total Offering Amounts $500,000,000 $73,800.00 Total Fees Previously Paid —

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We Certain information about MAA and MAALP is “incorporate incorporated by reference” into this prospectus the information we to reports and exhibits that MAA and/or MAALP file with the SEC, which means SEC that we can are not included in this prospectus. MAA and MAALP disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important part of this prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth Any statement contained in this prospectus and/or information supplement, the accompanying prospectus or a document incorporated or deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus 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, the accompanying prospectus, you should rely on the information contained in the any related free writing prospectus, or any other subsequently filed document that was filed lateris deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus. We incorporate by reference the documents listed below and any filings we make that MAA and/or MAALP have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of SEC: We incorporate by reference the Securities Exchange Act of 1934, as amended, or documents listed below that we have filed with the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusSEC: • Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 39, 2024; • The information in our proxy statement filed on April 8, 2024, filed with to the SEC on March 26, 2024, as amended extent incorporated by the reference in our Annual Report on Form 10-K/A filed with K for the SEC year ended December 31, 2023; • Quarterly Reports on Form 10-Q for the quarters ended March 2731, 2024 (together, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April and June 30, 2024, filed on May 2, 2024 and August 1, 2024, respectively; • Our Current Reports on Form 8-KK filed on January 10, filed with the SEC on March 262024, February 12, 2024, May 14, 2024, May 22, 2024 and April 4May 22, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3on December 14, 20051993, including any amendment or report amendments and reports filed with the SEC for the purpose of updating such description. Nothing All documents that MAA or MAALP, as the case may be, file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the date of this prospectus supplement and prior to the termination of this offering are also incorporated herein by reference and will automatically update and, to the extent described above, supersede information contained or incorporated by reference in this prospectus shall be deemed supplement and the accompanying prospectus and previously filed documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus. However, anything herein to incorporate the contrary notwithstanding, no document, exhibit or information furnished or portion thereof that MAA or MAALP, as the case may be, has “furnished” or may in the future “furnish” to but not (rather than “file” with) the SEC, including, without limitation, any document, exhibit or information filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are shall be incorporated by reference into this prospectus but not delivered with supplement or the accompanying prospectus. You may request a copy of these filings, at no cost (other than exhibits and schedules to such filings, unless such exhibits or schedules are specifically incorporated by reference into this prospectus), upon written by writing or telephonic request to calling us at our principal executive offices at the following telephone number and address: Investor Relations Department, Mid-America Apartment Communities, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus supplement, the accompanying prospectus, any related free writing prospectus or in any document incorporated by reference in this prospectus supplement or the accompanying prospectus about the contents of any instrument, agreement or other documents are document do not necessarily purport to be complete, and are subject to, and qualified in their entirety by referring you to copies reference to, the full text of those instruments, agreements and other documents. Certain such instruments, agreements and other documents that are may have been or may be filed or incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms supplement and the accompanying prospectus are a part, part or as an exhibit exhibits to the documents incorporated by referencereference herein and therein and, in that case, copies thereof may be obtained as described below under “Where you can find more information.” We file annual, quarterly and current reports, proxy statements and other information with the SEC. These SEC filings are available to the public on the SEC internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You can obtain copies also may access our SEC filings free of these documents charge on our website at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇. Unless specifically listed in “Incorporation of certain information by reference,” the information contained on the SEC website and our website is not intended to be incorporated by reference in this prospectus supplement. Mid-America Apartment Communities, Inc. may offer, from time to time: • shares of its common stock, • shares or fractional shares of its preferred stock in one or more series, • depositary shares representing fractional interests in shares of its preferred stock, or • guarantees of the debt securities of Mid-America Apartments, L.P. under this prospectus. Mid-America Apartments, L.P. may offer, from time to time, its debt securities in one or more series under this prospectus. We refer to the common stock, preferred stock, depositary shares, guarantees and debt securities that may be offered pursuant to this prospectus and any accompanying prospectus supplement as, collectively, the “securities.” We may offer the securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may also offer securities that are convertible into, or exchangeable or exercisable for, other securities. The specific terms of the securities we are offering and the specific manner in which they may be offered will be described in a prospectus supplement. It is important that you read both this prospectus and the applicable prospectus supplement before you invest in the securities. The applicable prospectus supplement also will contain information, where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by the prospectus supplement. We may offer the securities directly to investors, through agents designated from time to time by them or us, or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the SEC information set forth, in the applicable prospectus supplement. No securities may be sold pursuant to this prospectus without delivery of a prospectus supplement describing the method and terms of the offering of those securities. Our common stock is listed on the New York Stock Exchange, or from usthe “NYSE,” under the trading symbol “MAA”. On April 29, as described above2024, the last reported sale price of our common stock on the NYSE was $131.67 per share.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which . This means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information Any statement contained in a document incorporated by reference in this prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein, or in any subsequently filed document, which also is an important incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectusprospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated We hereby incorporate by reference into this prospectusprospectus supplement the following documents (other than the portions of these documents deemed to be “furnished” or not deemed to be “filed,” including the portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and including any filings we make exhibits included with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: Items): • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 2631, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 2022 (together, the “Annual Report”); • The information specifically incorporated by reference into our Current Reports on Form 8-K filed with the SEC on February 2, 2022 and March 18, 2022; and • the description of our capital stock contained in our Annual Report from our definitive proxy statement on Schedule 14AForm 10-K for the fiscal year ended December 31, 2019, filed with the SEC on April 30February 27, 2024; • Our Current Reports on Form 8-K2020, filed with pursuant to Section 12(b) of the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005Exchange Act, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed All documents that we file with the SEC pursuant to Item Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than current reports on Form 8-K, or portions thereof, furnished under Items 2.02 or Item 7.01 of Form 8-K K) (or corresponding i) after the initial filing date of the registration statement of which this prospectus supplement forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus supplement and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus supplement from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information furnished under Item 9.01 or included as an exhibit to previously filed with the SEC. To the extent that any information contained in any current report on Form 8-K)K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference. We encourage you Upon written or oral request made to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will us at the address or telephone number below, we will, at no cost to the requester, provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, at no cost, a copy of any or all of the documents information that are has been incorporated by reference in this prospectus supplement (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into this prospectus that filing), but not delivered with this prospectus, upon written or telephonic request to us prospectus supplement. You may also access this information on our website at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇▇, ▇▇.▇▇▇ ▇▇▇▇▇, by viewing the “SEC Filings” subsection of the “Investor Relations” menu. No additional information on our website is deemed to be part of or incorporated by reference into this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. Dallas TX 75247 Attn: Investor Relations Tel: (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.▇ S-10

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to "incorporate by reference” into this prospectus the " information from other documents that we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file subsequently later with the SEC will automatically update this prospectus. In other words, in and supersede the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed latersupplement. We incorporate by reference into this prospectus supplement and the registration statement of which this prospectus is a part the information or documents listed below and any filings that we make have filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Commission File No. 001-36644): ▪ our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242019, filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March February 27, 2024 (together, 2020 ; ▪ the “Annual Report”); • The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our definitive proxy statement on Schedule 14A, filed with the SEC on April 301, 20242020; • Our Current Reports ▪ our Quarterly Report on Form 810-KQ for the quarterly period ended March 31, 2020, filed with the SEC on March 26May 5, 2024 and April 2020 ; ▪ our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the SEC on August 4, 20242020 ; and • The description of ▪ our Class A common stock contained in our Registration Statement Current Report on Form 8-A filed October 3, 2005, including any amendment or report K filed with the SEC on May 15, 2020 ; and ▪ the description of our common stock, which is registered under Section 12 of the Exchange Act in our registration statement on Form 8-A, filed with the SEC on October 3, 2000, including any amendments or reports filed for the purpose of updating such description. Nothing in this prospectus shall be deemed to We also incorporate information by reference any future filings (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit and exhibits filed on such form that are related to such items unless such Form 8-KK expressly provides to the contrary) made with the SEC pursuant to Sections 13(a). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, 13(c), 14 or 15(d) of the Exchange Act, including any beneficial owner, to whom a those made after the date of the initial filing of the registration statement of which this prospectus supplement and the accompanying prospectus is delivereda part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the shares of our common stock made by this prospectus supplement and the accompanying prospectus and will become a part of this prospectus supplement from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You can request a copy of these filings, at no cost, a copy by writing or telephoning us at the following address or telephone number: From time to time, we may offer and sell up to an aggregate amount of $200,000,000 of any or all combination of the securities described in this prospectus, either individually or in combination. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on The Nasdaq Global Market under the trading symbol "RIGL." On March 8, 2018, the last reported sale price of our common stock was $4.45 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on The Nasdaq Global Market or other securities exchange of the securities covered by the applicable prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 6 RATIO OF EARNINGS TO FIXED CHARGES 6 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF WARRANTS 18 LEGAL OWNERSHIP OF SECURITIES 20 PLAN OF DISTRIBUTION 24 LEGAL MATTERS 26 EXPERTS 26 WHERE YOU CAN FIND ADDITIONAL INFORMATION 26 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 26 This prospectus is part of a registration statement on Form S-3 that are we filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total dollar amount of $200,000,000 of common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination with other securities as described in this prospectus. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the 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. We may also add, update or change in a prospectus supplement or free writing prospectus any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus and the documents incorporated by reference into this prospectus but not delivered with and the applicable prospectus supplement, will include all material information relating to the applicable offering. You should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, upon written or telephonic request together with the additional information described under "Where You Can Find Additional Information," before buying any of the securities being offered. This prospectus may not be used to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relationsconsummate a sale of securities unless accompanied by a prospectus supplement. You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or provided additional information. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should assume that the The information appearing in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as of the date on its cover page the front of the document and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. The statements Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we make believe that 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 this prospectus or and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in the applicable prospectus supplement and any document related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the section entitled "Where You Can Find Additional Information."

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECthem, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important considered to be part of this the accompanying base prospectus. Information , and information that we file subsequently later with the SEC will automatically update and supersede this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed laterinformation. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusbelow: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 2624, 2024, as amended by the Annual Report 2023; • Our Quarterly Reports on Form 10-K/A Q for the quarter ended March 31, 2023, filed with the SEC on May 8, 2023, and for the quarter ended June 30, 2023, filed with the SEC on August 8, 2023; • Our Current Reports on Form 8-K filed with the SEC on February 6, 2023, March 17, 2023, April 27, 2024 2023 and May 30, 2023 (together, the “Annual Report”other than any portions thereof deemed furnished and not filed); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 3019, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 20242023; and • The description of our Class A common stock stock, par value $0.0001 per share, contained in Exhibit 4.1 to our Registration Statement Annual Report on Form 810-A K filed October 3with the SEC on March 24, 20052023, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing In addition, all filed information contained in this prospectus shall be deemed to incorporate information furnished to but not reports and documents filed with the SEC pursuant to Item 2.02 Sections 13(a), 13(c), 14 or Item 7.01 15(d) of Form 8-K (the Exchange Act subsequent to the date of this prospectus supplement and before the termination or corresponding information furnished under Item 9.01 completion of this offering, shall be deemed to be incorporated by reference in this prospectus supplement. Any statement contained herein or included in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as an exhibit so modified or superseded, to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find importantconstitute a part of this prospectus supplement. We will provide provide, without charge, to each personperson to whom a copy of this prospectus supplement is delivered, including any beneficial owner, to whom a prospectus is delivered, at no costupon the written or oral request of such person, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectusherein, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressincluding exhibits. Requests should be directed to: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇In addition, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we you may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in obtain a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies copy of these documents filings from the SEC or from us, as described abovein the section entitled “Where You Can Find More Information.” PS-14 We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The Later information incorporated by reference is an important part of this prospectus. Information that we file subsequently filed with the SEC will automatically update and supersede this prospectusinformation. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information The following documents are incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectusdocument: • Our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, filed with the SEC on March 267, 2024, 2023 as amended by the Annual Report on Form 10-K/A filed with the SEC on March 2714, 2024 (together, the “Annual Report”); 2023. • The information specifically incorporated by reference into our Annual Our Current Report from our definitive proxy statement on Schedule 14A, Form 8-K filed with the SEC on April 30February 10, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and 2023. • The description of our Class A common stock contained in our Registration Statement on Form onForm 8-A A, filed with the SEC on October 31, 20052021, including and any other amendment or report filed with the SEC for the purpose of updating such description. Nothing An updated description of our capital stock is included in this prospectus shall be deemed to under “Description of Common Stock” and “Description of Preferred Stock”. We also incorporate information by reference into this prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or corresponding information furnished under Item 9.01 or included (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as an exhibit to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important, as well as proxy statements. We will provide to each person, including any beneficial owner, to whom a this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings, at no cost, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectuscontacting us at: Volcon, upon written or telephonic request to us at our principal executive offices at the following telephone number and addressInc. Attn: ▇▇▇ ▇▇▇▇Chief Financial Officer ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇ TX 78665 Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇, Attn: Investor Relations▇▇▇@▇▇▇▇▇▇.▇▇▇. You should rely only on the information Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or provided superseded for purposes of the document to the extent that a statement contained in this prospectus, any supplement to this prospectus document or any other offering materials we may use. We have not authorized any person subsequently filed document that is deemed to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have be incorporated by reference is accurate only as of into this document modifies or supersedes the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SECthem, which means that we can disclose important information to you by referring you to documents previously filed with the documents that contain such informationSEC. The information incorporated by reference is an important part of this prospectus. Information , and information that we file subsequently later with the SEC will automatically update and supersede this prospectusinformation. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was The following documents we filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of pursuant to the Securities Exchange Act are incorporated herein by reference (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to the termination of the offering made pursuant to this prospectus: • Our Form 8-K): ● our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242022, including the information specifically incorporated therein by reference from our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 2623, 2024, as amended by the Annual 2023; ● our Current Report on Form 108-K/A K filed with the SEC on March 27February 2, 2024 (together2023, the “Annual Report”); • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on relating to matters under Item 1.02 of Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The ● the description of our Class A common stock contained in our Registration Statement on Form registration statement onForm 8-A filed October 3on January 5, 20052016, including any amendment to that form that we may have filed in the past, or report filed with may file in the SEC future, for the purpose of updating such descriptionthe description of our common stock. Nothing All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K) after the date of the initial registration statement and prior to the effectiveness of the registration statement and after the date of this prospectus and prior to the time that all the securities have been issued as described in this prospectus shall be deemed to incorporate information furnished be incorporated in this prospectus by reference and deemed to but be a part hereof from the date of filing of such documents. Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not filed with the SEC pursuant be deemed, except as so modified or superseded, to Item 2.02 or Item 7.01 constitute a part of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K)this prospectus. We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We If requested, we will provide to each person, including any beneficial owner, person to whom a prospectus is delivered, at no cost, a copy of any or all of the documents information that are has been incorporated by reference into this in the prospectus but not delivered with this the prospectus. Exhibits to the filings will not be sent, upon written or telephonic request to us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇however, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. You should rely only on the information unless those exhibits have specifically been incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may useinto such documents. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in To obtain a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies copy of these documents from filings at no cost, you may write or telephone us at the SEC or from us, as described above.following:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. This prospectus supplement is part of a registration statement that we have filed with the SEC. We are allowed to “incorporate by reference” into this prospectus the information that we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationinformation incorporated by reference. The information incorporated by reference is an important considered to comprise a part of this prospectus supplement from the date we file any such document. Any reports filed by us with the SEC subsequent to the date of this prospectus supplement and before the date that any offering of any securities by means of this prospectus supplement and the accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference in this prospectus supplement. We incorporate by reference into this prospectus supplement our filings listed below; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed, except such information as is included in our Current Reports on Form 8-K filed with the SEC on January 16, 2025, is not incorporated by reference in this prospectus supplement and any accompanying prospectus. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains this prospectus and prior subsequent to effectiveness of such registration statement, and (ii) on or after the date of this prospectus supplement will automatically update and prior to may supersede information in this prospectus supplement and other information previously filed with the termination of SEC. The prospectus supplement incorporates by reference the offering made pursuant to this prospectusdocuments set forth below that have been previously filed with the SEC: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 2024, filed with the SEC on March February 19, 2025; and • our Current Reports on Form 8-K filed with the SEC onJanuary 3, 2025, January 8, 2025, January 13, 2025, January 16, 2025, January 22, 2025 and February 21, 2025. See “Available Information” in the accompanying prospectus for information on how to obtain a copy of these filings. We are a specialty finance company focused on lending to U.S. middle market companies. We define “middle market companies” to generally mean companies with earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) between $10 million and $250 million annually, and/or annual revenue of $50 million to $2.5 billion at the time of investment. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. Our target credit investments will typically have maturities between three and ten years and generally range in size between $20 million and $250 million. The investment size will vary with the size of our capital base. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk.” Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We may hold our investments directly or through special purpose vehicles. While we believe that current market conditions favor extending credit to middle market companies in the United States, our investment strategy is intended to generate favorable returns across credit cycles with an emphasis on preserving capital. We are an externally managed, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are advised by Blue Owl Credit Advisors LLC (our “Adviser”) pursuant to an investment advisory agreement. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. We have elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements. We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock less any underwriting discounts or commissions will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (i) in connection with a rights offering to our existing shareholders, (ii) with the prior approval of the majority of our outstanding voting securities or (iii) under such other circumstances as the Securities and Exchange Commission may permit. The securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution ” in this prospectus. We may not sell any of the securities pursuant to this registration statement through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities. On July 22, 2019, we closed our initial public offering (“IPO”) and our common stock began trading on the New York Stock Exchange (“NYSE”) on July 18, 2019. Since July 6, 2023, our common stock trades on the NYSE under the symbol “OBDC.” On June 26, 2024, as amended by the last reported sales price of our common stock on the NYSE was $15.70 per share. The net asset value per share of our common stock at March 31, 2024 (the last date prior to the date of this prospectus for which we reported net asset value) was $15.47. Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. In addition, shares of closed-end investment companies, including BDCs, frequently trade at a discount to their net asset values. Before investing in our securities, you should read the discussion of the material risks of investing in our securities, including the risk of leverage, in “Risk Factors” beginning on page 30 of this prospectus, Part I, Item 1A “RISK FACTORS” in our most recent Annual Report on Form 10-K/A filed with the K , as well as in any of our subsequent SEC on March 27filings, 2024 (togetherand in, the “Annual Report”); • The information specifically or incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14Ainto, filed the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the other documents that are incorporated by reference into this prospectus. This prospectus but not delivered contains important information you should know before investing in our securities. Please read this prospectus before investing and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with this prospectus, upon written or telephonic request to the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at our principal executive offices at the following telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, calling us at (▇▇▇) ▇▇▇-▇▇▇▇ or visiting our corporate website located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information on our website is not incorporated into or a part of this prospectus. The SEC also maintains a website at ▇▇▇.▇▇▇.▇▇▇ that contains this information. PROSPECTUS SUMMARY 1 THE OFFERING SUMMARY 19 FEES AND EXPENSES 26 FINANCIAL HIGHLIGHTS 28 RISK FACTORS 30 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 31 USE OF PROCEEDS 33 PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS 34 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 THE COMPANY 39 SENIOR SECURITIES 40 PORTFOLIO COMPANIES 41 MANAGEMENT 75 MANAGEMENT AND OTHER AGREEMENTS 76 RELATED-PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS 77 CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS 78 DETERMINATION OF NET ASSET VALUE 79 DIVIDEND REINVESTMENT PLAN 80 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 81 DESCRIPTION OF OUR SECURITIES 90 DESCRIPTION OF OUR CAPITAL STOCK 91 DESCRIPTION OF OUR PREFERRED STOCK 99 DESCRIPTION OF OUR SUBSCRIPTION RIGHTS 100 DESCRIPTION OF OUR WARRANTS 102 DESCRIPTION OF OUR DEBT SECURITIES 104 DESCRIPTION OF OUR UNITS 120 REGULATION 121 CUSTODIAN, Attn: Investor Relations. You should rely only on the TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR 122 BROKERAGE ALLOCATION AND OTHER PRACTICES 123 PLAN OF DISTRIBUTION 124 LEGAL MATTERS 126 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 126 AVAILABLE INFORMATION 126 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 127 We have not authorized anyone to give you any information incorporated by reference or provided other than in this prospectus, any prospectus supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus free writing prospectus, or any information that we have incorporated by reference herein or therein and we take no responsibility for any other offering materials we information that others may usegive you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus, any prospectus supplement and supplements or any other offering materials we may use free writing prospectus is accurate only as of the date on its cover page their respective front covers. Our business, financial condition, results of operations and prospects may have changed since that any information in a document we have incorporated by reference is accurate date. We will update these documents to reflect material changes only as of the date of the document incorporated required by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovelaw.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file have filed with the SECit, which means that we can disclose important information to you by referring you to the documents that contain such informationthose documents. The information incorporated by reference is an important deemed to be part of this prospectus supplement and the accompanying prospectus. Information , and subsequent information that we file subsequently with the SEC Securities and Exchange Commission 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. In other words, in prospectus supplement and accompanying prospectus to the case of extent that a conflict or inconsistency between information set forth statement contained in this prospectus and/or information incorporated by reference into this prospectus, you should rely on supplement or the information contained in the document accompanying prospectus modifies or replaces that was filed laterstatement. We incorporate by reference the our documents listed below and any future filings we make made by us with the SEC Securities and Exchange Commission under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (i) after the initial filing of the registration statement that contains in this prospectus and prior to effectiveness of such registration statementsupplement, and (ii) on or after between the date of this prospectus supplement and prior to the termination of the offering made 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 “filed” with the Securities and Exchange Commission, including our Compensation Committee report and performance graph or any information furnished pursuant to this prospectusItems 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 Securities and Exchange Commission: • Our our Annual Report on Form 10-K for the fiscal year ended February 3December 31, 20242021, filed with the SEC on March 26Securities and Exchange Commission onMarch 31, 2024, 2022 (as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27May 2, 2024 (together, the “Annual Report”2022); • The information specifically incorporated by reference into our Annual Quarterly Report from our definitive proxy statement on Schedule 14AForm 10-Q for the quarter ended March 31, 2022, filed with the SEC on April 30onMay 16, 20242022; • Our our Current Reports on Form 8-K, K filed with the SEC on Securities and Exchange Commission onMarch 22, 2022, March 2624, 2024 2022, April 28, 2022 and April 4May 2, 20242022; and • The the description of our Class A the Company’s common stock and warrants contained in our Registration Statement on the Form 8-A filed October 3with the Securities and Exchange Commission on September 17, 20052018, as amended by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendment amendments thereto or report reports filed with the SEC for the purpose purposes of updating such this description. Nothing in 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 prospectus shall be deemed to incorporate offering, including, but excluding any information furnished to but not to, rather than filed with with, the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic Securities and current reports. We think these reports provide additional information about our company which prudent investors find important. We Exchange Commission, will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of any or all of the documents that are also be incorporated by reference into this prospectus but not delivered with 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 should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. 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, upon written unless they are specifically incorporated by reference in the documents) by writing or telephonic request to telephoning us at our principal executive offices at the following telephone number and address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇ You may also access the documents incorporated by reference in this prospectus through our website at ▇▇▇) ▇▇▇-.▇▇▇▇▇▇.▇▇▇. Except for the specific incorporated documents listed above, Attn: Investor Relationsno information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part. We are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is ▇▇▇.▇▇▇.▇▇▇. We make available free of charge on or through our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at ▇▇▇.▇▇▇.▇▇▇. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, ▇▇▇.▇▇▇▇▇▇.▇▇▇. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $75,000,000. We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.” Our common stock is listed on The Nasdaq Capital Market under the symbol “BSGM.” On December 30, 2020, the last reported sale price of our common stock was $4.13 per share as reported on The Nasdaq Capital Market. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. The date of this prospectus is January 12, 2021 TABLE OF CONTENTS Page About This Prospectus ii Cautionary Statement Regarding Forward-Looking Statements 1 Prospectus Summary 3 Risk Factors 6 Use of Proceeds 7 Description of Capital Stock 8 Description of Warrants 12 Description of Units 14 Plan of Distribution 15 Legal Matters 18 Experts 18 Where You Can Find More Information 18 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in the prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities. You should only rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement or provided issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any other offering materials we may use. We have not authorized prospectus supplement or any person to provide information other than that provided in this related issuer free writing prospectus, any supplement to before making an investment decision. Neither the delivery of this prospectus or any other offering materials we may useprospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement and or any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by referenceapplicable documents, regardless of the time of delivery of this prospectus or any sale of securities. The statements Our business, financial condition, results of operations and prospects may have changed since that we make date. All references in this prospectus to “BioSig,” the “Company,” “we,” “us,” “our,” or in any document incorporated by reference in this prospectus about similar terms refer to BioSig Technologies, Inc. and its subsidiaries taken as a whole, except where the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, context otherwise requires or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described aboveotherwise indicated.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to the documents that contain such informationthose publicly available documents. The information that we incorporate by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement and the accompanying prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus or in any document previously incorporated by reference is an important part of this prospectushave been modified or superseded. Information that we file subsequently with This prospectus supplement and the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this accompanying prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange ActAct (in each case, (iother than those documents or the portions of those documents not deemed to be filed) after between the date of the initial filing registration statement and the effectiveness of the registration statement that contains this prospectus and prior to following the effectiveness of such the registration statement, and (ii) on or after statement until the date of this prospectus and prior to the termination offering of the offering made pursuant to this prospectussecurities under the registration statement is terminated or completed: • Our our Annual Report on Form F orm 10-K for the fiscal year ended February 3December 31, 2024, 2019 and filed with the SEC on March 2610, 2024, as amended by the Annual 2020; • our Quarterly Report on Form F orm 10-K/A Q for the fiscal quarter ended March 31, 2020 and filed with the SEC on March May 12, 2020; • Current Reports on Form 8-K filed with the SEC on J anuary 27, 2024 (together2020, M information in such reports is filed and not furnished; arch 17, 2020, A pril 24, 2020 and M ay 20, 2020, to the “Annual Report”)extent the • our D efinitive Proxy Statement filed with the SEC on April 22, 2020, to the extent the information therein is filed and not furnished; and • The information specifically incorporated by reference into the description of our Annual Report from common stock which is registered under Section 12 of the Exchange Act, in our definitive proxy registration statement on Schedule 14AF orm 8-A, filed with the SEC on April 3017, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 20052018, including any amendment amendments or report reports filed with the SEC for the purpose of updating such description. Nothing in We also incorporate by reference into this prospectus shall be deemed to incorporate information supplement and the accompanying prospectus all documents (other than current reports furnished to but not filed with the SEC pursuant to under Item 2.02 or Item 7.01 of Form 8-K (and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or corresponding information furnished under Item 9.01 15(d) of the Exchange Act after the date of this prospectus supplement but prior to the termination or included as an exhibit to completion of the offering. These documents include, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K), as well as proxy statements. We encourage you to read our periodic and current reports. We think You may request a copy of these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredfilings, at no cost, a copy by contacting us, either orally or in writing, at the following: From time to time, we may offer up to $180,000,000 of any or all combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement. Our common stock is traded on the Nasdaq Global Market under the symbol “SURF.” On April 29, 2019, the last reported sale price of our common stock was $4.79 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We may sell these securities directly to investors, through agents designated from time to time, or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus but not delivered as described on page 8 of this prospectus. T able of Contents A BOUT THIS PROSPECTUS 1 S UMMARY 2 T HE SECURITIES WE MAY OFFER 7 R ISK FACTORS 8 S PECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 9 U SE OF PROCEEDS 11 D ESCRIPTION OF CAPITAL STOCK 12 D ESCRIPTION OF DEBT SECURITIES 17 D ESCRIPTION OF WARRANTS 24 D ESCRIPTION OF UNITS 25 P LAN OF DISTRIBUTION 28 L EGAL MATTERS 31 E XPERTS 31 W HERE YOU CAN FIND MORE INFORMATION 31 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $180,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this prospectus, upon written we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or telephonic request more free writing prospectuses to us at our principal executive offices at the following telephone number be provided to you that may contain material information relating to these offerings. The prospectus supplement and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇any related free writing prospectus that we may authorize to be provided to you may also add, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relationsupdate or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should rely only on read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before investing in any of the securities offered. Neither we, nor any agent, underwriter or provided dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any other offering materials we may use. We have related free writing prospectus do not authorized constitute an offer to sell or the solicitation of an offer to buy any person to provide information securities other than that provided in the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any other offering materials we may userelated free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement and or any other offering materials we may use related free writing prospectus is accurate only as on any date subsequent to the date set forth on the front of the date on its cover page and document or that any information in a document we have incorporated by reference is accurate only as of correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. The statements that we make in this This prospectus or in any document and the information incorporated herein by reference contains summaries of certain provisions contained in this prospectus about some of the contents documents described herein, but reference is made to the actual documents for complete information. All of any other documents are not necessarily complete, and the summaries are qualified in their entirety by referring you the actual documents. Copies of some of the documents referred to copies of those documents that are herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus forms is a part, or as an exhibit to the documents incorporated by reference. You can and you may obtain copies of these those documents from the SEC or from us, as described abovebelow under the heading “Where You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. We “The SEC allows us to incorporate by reference” into this prospectus reference much of the information we file with the SEC, which means that we can them. This allows us to disclose important information to you by referring you to the documents that contain such informationthose publicly filed documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference is an important part of this prospectushave been modified or superseded. Information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this This prospectus and/or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate supplement incorporates by reference the documents listed below (File No. 001-38161) and any future filings we make with the SEC under Sections 13(a), 13(c), 14, 14 or 15(d) of the Securities Exchange Act (in each case, other than those documents or the portions of 1934those documents not deemed to be filed) until the offering of the securities under the registration statement is terminated or completed: • Annual Report on Form 10-K for the year ended December 31, as amended2020 (including the information in Part III incorporated therein by reference from our Definitive Proxy Statement on Schedule 14A); • Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021; • our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC onFebruary 19, 2021 (solely with respect to Item 5.02), March 18, 2021, May 21, 2021, and July 15, 2021 (solely with respect to Item 5.02); and • the description of our common stock contained in the Registration Statement onForm 8-A filed on July 20, 2017, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (i) including those made after the date of the initial filing of the registration statement that contains of which this prospectus supplement is a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus and prior to until we file a post-effective amendment that indicates the termination of the offering of the shares of our common stock made by this prospectus supplement and will become a part of this prospectus supplement from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus supplement. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We may offer and sell from time to time in one or more offerings shares of our common stock, shares of our preferred stock, warrants, subscription rights, units or debt securities for an aggregate offering price of $200,000,000. Any of these securities may be offered separately or in combination at prices and on other terms to be determined at the time of the offering. Each time we offer any securities pursuant to this prospectus: • , we will provide a prospectus supplement that will provide the specific terms of the securities to the extent those terms are not described in this prospectus or are different from the terms described in this prospectus. The prospectus supplements may also add to, update or change information contained in this prospectus. In addition, we may supplement, update or change any of the information contained in this prospectus by incorporating information by reference into this prospectus. You should read this prospectus, any applicable prospectus supplements and any documents incorporated by reference carefully before you invest. We may offer these securities directly to investors, through agents, underwriters or dealers, or through a combination of these methods. Each applicable prospectus supplement will provide the terms of the plan of distribution relating to the specific offering. 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. Our Annual Report common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CLXT.” On September 13, 2019, the closing sale price of our common stock on Nasdaq was $7.71 per share. Investing in our securities involves risks. See “Risk Factors” on page 4 and any risk factors included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before investing in our securities. ABOUT THIS PROSPECTUS ii SUMMARY 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 6 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF SUBSCRIPTION RIGHTS 14 DESCRIPTION OF UNITS 15 DESCRIPTION OF DEBT SECURITIES 16 PLAN OF DISTRIBUTION 23 VALIDITY OF THE SECURITIES 25 EXPERTS 25 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 26 WHERE YOU CAN FIND ADDITIONAL INFORMATION 26 This prospectus is part of a registration statement on Form 10-K for the fiscal year ended February 3, 2024, S-3 that we filed with the SEC on March 26, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, 2024 Securities and Exchange Commission (together, the “Annual ReportSEC”); • The information specifically incorporated by reference into our Annual Report ) utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from our definitive proxy statement on Schedule 14A, filed with time to time any combination of the SEC on April 30, 2024; • Our Current Reports on Form 8-K, filed with the SEC on March 26, 2024 and April 4, 2024; and • The description of our Class A common stock contained in our Registration Statement on Form 8-A filed October 3, 2005, including any amendment or report filed with the SEC for the purpose of updating such description. Nothing securities described in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 in one or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our company which prudent investors find important. We will provide to each person, including any beneficial owner, to whom a prospectus is deliveredmore offerings in amounts, at no cost, a copy of any or all prices and on terms that we determine at the time of the offering. This prospectus and the documents that are incorporated we incorporate by reference into this prospectus but not delivered provide you with a general description of the securities under this shelf registration statement. In connection with a specific offering, we may provide a prospectus supplement and may also provide you with a free writing prospectus that will contain specific information about the terms of that offering. The prospectus supplement or free writing prospectus, if any, may also add to, update or change information contained in this prospectus. Before purchasing any securities, you should carefully read both this prospectus, upon written any applicable accompanying prospectus supplement and any free writing prospectus prepared by or telephonic request on behalf of us, together with the additional information described under the heading “Where You Can Find Additional Information” in this prospectus. When we use the terms “we,” “us,” the “Company,” or “our” in this report, unless the context otherwise requires, we are referring to Calyxt, Inc. When we use the term “Cellectis” we are referring to Cellectis S.A., our majority stockholder. We own the name and trademark, Calyxt® and Calyno™; we also own or license other trademarks, trade names and service marks of Calyxt appearing in this this prospectus and any prospectus supplement or free writing prospectus. The name and trademark, “Cellectis®” and “TALEN®”, and other trademarks, trade names and service marks of Cellectis appearing in this prospectus and any prospectus supplement or free writing prospectus are the property of Cellectis. This prospectus, any prospectus supplement and any free writing prospectus may also contain additional trade names, trademarks and service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us at by, these other parties. We are a healthy food ingredient company. We leverage proprietary intellectual property, our principal executive offices at technical expertise, and anend-to-end supply chain toward our mission of “Making the following telephone number Food You Love a Healthier Choice™”. Using our proprietary technologies and address: expertise, including ▇▇▇▇▇ ▇▇▇▇-editing technology exclusively licensed to us in the field of agriculture, we develop food crops with targeted traits quickly and more cost effectively than traditional methods. Our technologies enable precise cuts to DNA in a single plant cell. This allows us to use the plant’s natural repair machinery to make our desired genome edit and regenerate the single cell into a full plant that includes this gene edit. We believe that we can identify a consumer need and develop a product from “concept to fork” in cycles as short as six years by utilizing these proprietary technologies. We believe that we are well-positioned to address consumer preferences that are evolving to demand healthier, more nutritionally rich foods. To bring our consumer-centric products to the marketplace, we intend to repurpose and leverage existing supply chain capacity by contracting, tolling or partnering with players in the existing supply chain, such as seed production companies, seed distributors, farmers, crushers, millers, and refiners. We expect this will allow us to apply our resources to maximizing innovation and product development while minimizing our capital expenditures and overhead. We intend to strategically out-license our intellectual property to maximize our market opportunity. Our first commercial products are oil and meal derived from a High Oleic Soybean designed to produce a healthier oil that has increased heat stability with zero grams of trans fat per serving. We completed our first sales of our High Oleic Soybean Oil and High Oleic Soybean Meal in the first quarter of 2019. Among our other product candidates are other soybean products and a High Fiber Wheat. Our current commercial focus is North America. This may expand over time to other geographies, subject to customer demand and regulatory requirements, among other factors. We also intend to explore the ability to add value through our existing product candidates once they are commercialized by combining traits in the same crop, which may allow us to deliver products with additional benefits without adding significant cost. Prior to our initial public offering (“IPO”) on July 25, 2017, we were a wholly-owned subsidiary of Cellectis S.A. As of June 30, 2019, Cellectis owned approximately 69.1% of our outstanding common stock. In connection with the IPO, we and ▇▇▇▇▇▇▇▇▇ entered into certain agreements that relate to our relationship with Cellectis and provide a framework for our ongoing relationship with Cellectis. These agreements include a management services agreement, pursuant to which Cellectis provides certain support functions on a centralized basis and allocates a portion of the expense to us; a Stockholders Agreement, (as defined below), which provides Cellectis with certain contractual rights as long as it maintains threshold beneficial ownership levels in our shares; and a license agreement, pursuant to which we hold an exclusive, worldwide license in plants to key intellectual property owned by Cellectis. Calyxt was incorporated in the State of Delaware in 2010. Our corporate headquarters is located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ and our phone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our filings with the SEC are posted on out corporate website at ▇▇▇.▇▇▇▇▇▇.▇▇▇. The information contained in, Attn: Investor Relationsor accessible through, our corporate website does not constitute part of this prospectus. You should rely only Our common stock is listed on the information incorporated by reference or provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus, any supplement to this prospectus or any other offering materials we may use. You should assume that Nasdaq Global Market under the information in this prospectus, any prospectus supplement and any other offering materials we may use is accurate only as of the date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus or in any document incorporated by reference in this prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described abovesymbol “CLXT.”