Common use of INFORMATION INCORPORATED BY REFERENCE Clause in Contracts

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Prospectus Supplement and the Base Prospectus, and later information filed with the SEC will update and supersede this information. We incorporate by reference the documents listed below that we have previously filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference herein: ● our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on April 8, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, as filed with the SEC on May 3, 2024; ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12, 2024, February 8, 2024 with amended filing on February 9, 2024, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 5, 2024, May 31, 2024, and June 6, 2024, respectively; ● the description of our Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 17, 2023. We also incorporate by reference in this Prospectus Supplement and the Base Prospectus any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” with the SEC). superseded for purposes of this this Prospectus Supplement and the Base Prospectus to the extent that a statement contained in this this Prospectus Supplement or the Base Prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This Prospectus Supplement and the Base Prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date other than the date of this this Prospectus Supplement or the date of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. We will provide to each person, including any beneficial owner, to whom this this Prospectus Supplement or the Base 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 registration statement. You may request a copy of these filings, at no cost to you, by telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇ or by writing us at the following address: You may also access the documents incorporated by reference in this this Prospectus Supplement and the Base Prospectus through our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇. The reference to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this this Prospectus Supplement, the Base Prospectus, or the registration statement of which it forms a part.

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us We have elected to incorporate certain information by reference the information we file with theminto this prospectus. By incorporating by reference, which means that we can disclose important information to you by referring you to those documentsother documents we have filed or will file with the SEC. The information incorporated by reference is considered deemed to be part of this Prospectus Supplement and the Base Prospectusprospectus, and later except for information filed with incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of the SEC will update and supersede this informationfilings that we incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. We incorporate by reference the documents listed below that we have previously filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference herein: ● our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on April 8, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, as filed with the SEC on May 3, 2024; ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12, 2024, February 8, 2024 with amended filing on February 9, 2024, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 5, 2024, May 31, 2024, and June 6, 2024, respectively; ● the description of our Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 17, 2023. We also incorporate by reference in this Prospectus Supplement and the Base Prospectus any future filings we make information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14 14, or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” with the SEC). superseded for purposes of this this Prospectus Supplement and the Base Prospectus to the extent that a statement contained in this this Prospectus Supplement or the Base Prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This Prospectus Supplement and the Base Prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date other than between the date of this prospectus and the termination of this Prospectus Supplement offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: • Our Annual Report on Form 10-K for the date fiscal year December 31, 2022 filed with the SEC onMarch 31, 2023, as amended on October 16, 2023; • Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 15, 2023, August 14, 2023, and November 14, 2023, respectively; • Our Current Report on Form 8-K filed with the SEC on January 24, 2023, January 25, 2023, January 26, 2023, March 6, 2023, March 13, 2023, June 28, 2023, June 29, 2023, July 17, 2023, January 16, 2024, and February 1, 2024; and • The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on October 29, 2020 (File No. 001-39676), together with any amendment thereto filed with the Commission for the purpose of updating such description. You may obtain copies of these documents on the website maintained by the SEC athttp://▇▇▇.▇▇▇.▇▇▇, or from us without charge (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in this this Prospectus Supplement or the Base Prospectus. We will provide to each person, including any beneficial owner, to whom this this Prospectus Supplement or the Base 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 into such documents) by reference in this registration statement. You may request a copy of these filings, at no cost to you, by telephoning writing us at (Inhibikase Therapeutics, Inc., ▇▇▇) ▇ ▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or by writing us at the following address: You may also access the documents incorporated by reference in this this Prospectus Supplement and the Base Prospectus through visiting our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. The Any statement contained in a document incorporated or deemed to be incorporated by reference to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or through our website in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein, any prospectus supplement or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We may offer and sell, from time to time in one or more offerings, up to $100,000,000.00 of our common stock, preferred stock, debt securities, warrants and rights, or any combination of these securities, and/or units consisting of one or more of these securities. We may also offer common stock or preferred stock upon conversion of debt securities and common stock upon conversion of preferred stock. All of the securities listed above may be sold separately or as units with other securities. This prospectus describes some of the general terms that may apply to these securities. When we decide to sell a particular class or series of securities, we will provide specific terms of the offered securities in one or more prospectus supplements. 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 documents incorporated by reference, may also add, update or change information contained in or incorporated by reference into this prospectus. However, no prospectus supplement shall offer a security that is not registered and described in this prospectus at the time of its effectiveness. You should read this Prospectus Supplementprospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, and any free writing prospectus carefully before you invest. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities. Our common stock is listed on The Nasdaq Capital Market under the symbol “IKT.” Each prospectus supplement will contain information, where applicable, as to our listing on any securities exchange of the securities covered by the prospectus supplement. The aggregate market value of our outstanding common stock held by non-affiliates was $26,753,591 based on 25,177,051 shares of outstanding common stock, of which 5,359,576 shares are held by affiliates, and a price of $1.35 per share, which was the last reported sale price of our common stock as quoted on The Nasdaq Capital Market on January 26, 2022. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding more than one-third of our public float (the market value of our common stock held by our non-affiliates) in any 12 calendar month period so long as our public float remains below $75.0 million. 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. As of January 26, 2022, one-third of our public float is equal to approximately $8,900,000. These securities may be sold by us directly to purchasers, through dealers or agents, or to or through underwriters, or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement. An investment in our securities involves a high degree of risk. See the sections entitled “ Risk Factors” in our most recent Annual Report on Form 10-K, in any Quarterly Report on Form 10-Q and in any Current Report on Form 8-K, as well as in any prospectus supplement or free writing prospectus related to these specific offerings. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required or related free writing prospectuses. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. 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. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 THE OFFERING 3 OUR COMPANY 4 RISK FACTORS 6 FORWARD-LOOKING STATEMENTS 7 USE OF PROCEEDS 10 DIVIDEND POLICY 11 DESCRIPTIONS OF THE SECURITIES WE MAY OFFER 12 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 34 EXPERTS 34 WHERE YOU CAN FIND MORE INFORMATION 34 INFORMATION INCORPORATED BY REFERENCE 34 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 offer from time to time securities described in this prospectus having a maximum aggregate offering price of $100,000,000.00 in one or more offerings. Each time we offer securities, we will prepare and file with the SEC a prospectus supplement or information that is incorporated by reference into this prospectus that describes the specific amounts, prices and terms of the securities we offer. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings and securities. The prospectus supplement also may add, update or change information contained in this prospectus or the documents incorporated herein by reference. You should read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus together with additional information described below under the caption “Where You Can Find More Information.” This prospectus does not contain all the information provided in the Registration Statement we filed with the SEC. For further information about us or our securities offered hereby, you should refer to that Registration Statement, which you can obtain from the SEC as described below under “Where You Can Find More Information.” You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any related free writing prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement, any related free writing prospectus as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. 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 this prospectus, the Base Prospectusapplicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. We may sell securities through underwriters or dealers, through agents, directly to purchasers or through any combination of these methods. We and our agents reserve the registration statement sole right to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which it forms we will prepare and file with the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.” In this prospectus, unless otherwise indicated, the “Registrant,” “our company,” “we,” “us” or “our” refer to Inhibikase Therapeutics, Inc., a partDelaware corporation and its consolidated subsidiaries.

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate by reference reference” the information we file with them, them which means that we can disclose important information to you by referring you to those documentsdocuments instead of having to repeat the information in this prospectus supplement and the accompanying prospectus. The information incorporated by reference is considered to be part of this Prospectus Supplement prospectus supplement and the Base Prospectusaccompanying prospectus, and later information filed that we file with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we have previously filed with the SEC, except that are not incorporating any information furnished under Item 2.02 or Item 7.01 of our Current Reports any current report on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference hereinK: ● our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on April 8, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, as filed with the SEC on May 3, 2024; ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12, 2024, February 8, 2024 with amended filing on February 9, 2024, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 5, 2024, May 31, 2024, and June 6, 2024, respectively; ● the description of our Common Stock contained in Exhibit 4.1 to • our Annual Report on Form 10-K for the year ended December 31, 20222020, as filed with the SEC on March 4, 2021; • the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020, from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 1727, 2023. We also incorporate by reference in this Prospectus Supplement and 2021; • our Quarterly Reports on Form 10-Q for the Base Prospectus any future filings we make quarter ended March 31, 2021, filed with the SEC under Sections 13(a)on May 6, 13(c)2021, 14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” and for quarter ended June 30, 2021, filed with the SEC). superseded for purposes SEC on August 5, 2021; • our Current Reports on Form 8-K and 8-K/A, as applicable, filed with the SEC on January 26, 2021, January 27, 2021, April 21, 2021, May 18, 2021, June 10, 2021, June 30, 2021, July 15, 2021, July 16, 2021, July 22, 2021, August 16, 2021, September 8, 2021, September 29, 2021, and October 13, 2021; and • the description of this this Prospectus Supplement and the Base Prospectus to the extent that a statement our Common Stock contained in this this Prospectus Supplement our Registration Statement on Form 8-A12G, filed with the SEC on April 6, 2006, including any amendments or reports filed for the Base Prospectus, or in a subsequently filed document purpose of updating such description. These documents may also incorporated by reference herein, modifies or supersedes that statementbe accessed on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. This Prospectus Supplement and the Base Prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents Except as otherwise specifically incorporated by reference in this this Prospectus Supplement prospectus supplement and the accompanying prospectus, information contained in, or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus. We have accessible through, our website is not authorized anyone else to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date other than the date a part of this this Prospectus Supplement or prospectus supplement and the date of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectusaccompanying prospectus. We will provide furnish without charge to each person, including any beneficial owner, to whom this this Prospectus Supplement or the Base Prospectus is deliveredyou, upon written or oral request, at no cost to the requester, a copy of any and or all of the information that is documents incorporated by reference in this registration statement. You may request a copy of reference, including exhibits to these filings, at no cost to you, documents by writing or telephoning us at the following address: Catalyst Biosciences, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ From time to time, we may offer and sell any combination of the securities described in this prospectus in one or by writing us 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, series and in amounts, at prices and on terms that will be determined at the following address: You 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. We may also access 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 reference, before you invest in this this Prospectus Supplement any of the securities being offered. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Our common stock is traded on the Nasdaq Capital Market under the symbol “CBIO.” The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the securities covered by the applicable prospectus supplement. We may offer and sell our securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The names of any underwriters, dealers or agents and the Base Prospectus through terms of the arrangements with such entities will be stated in the accompanying prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. Investing in our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇securities involves a high degree of risk. The You should review carefully the risks and uncertainties referenced under the heading “RISK FACTORS” on page 2 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 to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in into this this Prospectus Supplement, the Base Prospectus, prospectus or the registration statement applicable prospectus supplement. About This Prospectus 1 Our Company 2 Risk Factors 2 Cautionary Statement Regarding Forward-Looking Statements 2 Use of which it forms a part.Proceeds 4 Description of Our Capital Stock 5 Description of Our Debt Securities 9 Description of Our Warrants 9 Description of Our Units 10 Plan of Distribution 11 Experts 12 Where You Can Find Additional Information 12

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to In this document, we “incorporate by reference the reference” certain information we file with themthe SEC, which means that we can disclose important information to you by referring you to those documentsthat information. The information incorporated by reference is considered to be a part of this Prospectus Supplement and prospectus supplement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the Base Prospectusextent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference, and later information filed with the SEC will update and supersede modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this informationprospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC(other than, except that in each case, documents or information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being deemed to be furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference herein: in accordance with SEC rules): ● our Annual Report on Form 10-K for the year ended December 30, 2023, as filed with the SEC on April 8, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, as filed with the SEC on May 3, 2024; ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12, 2024, February 8, 2024 with amended filing on February 9, 2024, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 5, 2024, May 31, 2024, and June 6, 2024, respectively; ● the description of our Common Stock contained in Exhibit 4.1 to our Our Annual Report on Form 10-K for the year ended December 31, 20222019, as filed with the SEC on April 17March 4, 2023. We also incorporate by reference in this Prospectus Supplement 2020; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and the Base Prospectus any future filings we make September 30, 2020, filed with the SEC under Sections 13(a)on May 15, 13(c)2020, 14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” August 14, 2020 and November 10, 2020; ● Our Current Reports on Form 8-K, filed with the SEC). superseded for purposes of this this Prospectus Supplement SEC on February 7, 2020, March 13, 2020, April 15, 2020, May 4, 2020, May 8, 2020, May 29, 2020, June 5, July 10, 2020, July 22, 2020, July 27, 2020, August 14, 2020, August 18, 2020, August 20, 2020, August 24, 2020, September 11, 2020, September 28, 2020, October 6, 2020, November 10, 2020, November 19, 2020, November 20, 2020, November 24, 2020, December 28, 2020, December 29, 2020, January 7, 2021, January 14, 2021 and the Base Prospectus to the extent that a statement contained in this this Prospectus Supplement or the Base ProspectusFebruary 1, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This Prospectus Supplement and the Base Prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus2021. We have not authorized anyone else hereby undertake to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date other than the date of this this Prospectus Supplement or the date of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. We will provide without charge to each person, including any beneficial owner, to whom a copy of this this Prospectus Supplement or the Base Prospectus prospectus supplement is delivered, upon written or oral request, at no cost to the requesterrequest of any such person, a copy of any and all of the information that is has been or may be incorporated by reference in this registration statementprospectus supplement, including any exhibits that are specifically incorporated by reference in such documents. You may request a copy of these filingsRequests for such copies should be directed as follows: Oragenics, at no cost to youInc., by telephoning us at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, Phone: (▇▇▇) ▇▇▇-▇▇▇▇ or by writing us at From time to time, we may offer, issue and sell up to $50,000,000 of any combination of the following address: You securities described in this prospectus. We may also access 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 you with a general description of the securities we may offer. Each time we offer securities, 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 NYSE American under the symbol “OGEN.” The last reported sale price of our common stock on December 27, 2019 was $0.527 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NYSE American or any securities market or other exchange of the securities covered by the applicable prospectus supplement. As of December 27, 2019, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $27,351,030, which was calculated based on 44,114,566 shares of our outstanding common stock held by non-affiliates and on a price of $0.62 per share, the last reported sale price for our common stock on November 29, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding one- third of our public float in any 12-month period unless our public float subsequently rises to $75.0 million or more. 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. 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 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 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 1 PROSPECTUS SUMMARY 2 SECURITIES WE MAY OFFER 6 RISK FACTORS 7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 8 USE OF PROCEEDS 9 DIVIDEND POLICY 9 DESCRIPTION OF CAPITAL STOCK 10 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 21 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29 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, sell any combination of the securities referred to herein in one or more offerings for total gross proceeds of up to $50,000,000. This prospectus provides you with a general description of the securities we may offer. Until such time, if ever, as we are eligible to use General Instruction I.B.1. of Form S-3, pursuant to General Instruction I.B.6. of Form S-3, we are permitted to use the registration statement of which this prospectus forms a part to sell, via a primary offering, a maximum amount of securities equal to one-third of the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates of our company in any twelve month period. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offered securities. We also may authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus, together with applicable prospectus supplements and any related free writing prospectuses, includes all material information relating to these offerings. We also may add, update or change, in the prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you, 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 related free writing prospectus, together with the information incorporated herein by reference as described under the section entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus, before buying any of the securities being offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. 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 other person to provide you with different or additional information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Prospectus Supplement prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. 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 appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date on the front of the document and that any information we have incorporated by reference is accurate 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 prospectus may have changed since those dates. This prospectus contains and incorporates by reference market data, industry statistics and other data that have been obtained from, or compiled from, information made available by third parties. We have not independently verified their data. This prospectus and the Base Prospectus through our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. The 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. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to our website is an inactive textual reference only andthe 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, except for the specific incorporated documents listed abovewill be filed, no information available on or through our website shall be deemed to will be incorporated in this this Prospectus Supplement, the Base Prospectus, or by reference as exhibits to the registration statement of which it forms this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate by reference into this prospectus supplement the information contained in other documents we file with themthe SEC, which means that we can disclose important information to you by referring you to those documents. The information Any statement contained in any document incorporated or deemed to be incorporated by reference is considered herein shall be deemed to be modified or superseded, for purposes of this prospectus supplement, to the extent that a statement contained in or omitted from this prospectus supplement, or in any other 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 be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement and the Base Prospectus, and later information filed with the SEC will update and supersede this informationprospectus supplement. We incorporate by reference the documents listed below that we which have previously been filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference hereinus: ● our • Our Annual Report on Form 10-K for the year ended December 3031, 20232020 filed on March 18, as 2021 (and any portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, as filed with the SEC on May 3, 2024; ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12, 2024, February 8, 2024 with amended filing on February 9, 2024, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 5, 2024, May 31, 2024, and June 6, 2024, respectively; ● the description of our Common Stock contained in Exhibit 4.1 to 2021 that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 20222020); • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, as 2021, June 30, 2021, and September 30, 2021 filed with the SEC on April 17May 13, 2023. We also incorporate by reference in this Prospectus Supplement 2021, August 12, 2021, and the Base Prospectus any future filings we make November 10, 2021 respectively; • Our Current Reports on Form 8-K filed with the SEC under on February 25, 2021, June 2, 2021, June 14, 2021, June 16, 2021, June 30, 2021, August 23, 2021, September 1, 2021, October 6, 2021, October 26, 2021, October 27, 2021, November 4, 2021, and November 9, 2021; • The description of our common stock contained in our registration statement on Form 8-A (File No. 001-39334) filed with the SEC on June 16, 2020, including any amendment or report filed for the purpose of updating such description. All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act Act, except as to any portion of any report or document that is not deemed filed under such provisions on or after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” with prospectus supplement until the SEC). superseded for purposes earlier of this this Prospectus Supplement and the Base Prospectus to date on which all of the extent that a statement contained in this this Prospectus Supplement securities registered hereunder have been sold or the Base Prospectusregistration statement of which this prospectus supplement is a part has been withdrawn, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This Prospectus Supplement and the Base Prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents shall be deemed incorporated by reference in this prospectus supplement and to be a part of this Prospectus Supplement or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date other than prospectus supplement from the date of this this Prospectus Supplement or the date filing of the documents incorporated by reference those documents. Nothing in this this Prospectus Supplement prospectus supplement shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or the Base Prospectus. We 7.01 of Form 8-K. Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to whom this this Prospectus Supplement or the Base Prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all the prospectus supplement is delivered a copy of the information that is documents incorporated by reference in this registration statementherein (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 to youcost, by writing or telephoning us at the following address: Progenity, Inc., ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, telephone: (▇▇▇) ▇▇▇-▇▇▇▇ or by writing us at the following address: You may also access the documents incorporated by reference ▇. We have authorized no one to provide you with any information that differs from that contained in this this Prospectus Supplement and the Base Prospectus through our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇prospectus supplement. The reference to our website Accordingly, you should not rely on any information that is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated not contained in this prospectus supplement. You should not assume that the information in this Prospectus Supplement, prospectus supplement is accurate as of any date other than the Base Prospectus, or date of the registration statement front cover of which it forms a partthis prospectus supplement.

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to “incorporate by reference reference” into this prospectus supplement and the accompanying prospectus the information we file with themit, which means that we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be part of this Prospectus Supplement prospectus supplement and the Base Prospectus, and information we file later information filed with the SEC will automatically update and supersede this information. We incorporate The documents we are incorporating by reference the documents listed below that we have previously filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 as of our Current Reports on Form 8-K or any other their respective dates of filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference hereinare: ● • our Annual Report on Form 1020-K for the year ended December 30, 2023, as filed with the SEC on April 8, 2024; ● our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, as filed with the SEC on May 3, 2024; ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12, 2024, February 8, 2024 with amended filing on February 9, 2024, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 5, 2024, May 31, 2024, and June 6, 2024, respectively; ● the description of our Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K F for the year ended December 31, 20222023, as filed with the SEC on March 20, 2024; • the description of our ordinary shares in our Registration Statement on Form 8-A filed with the SEC on June 13, 2022, which incorporates by reference the description of our ordinary shares from our Registration Statement on Form F-4, and any amendment or report filed for the purpose of updating such description; and • our report on Form 6-K dated January 3, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated January 10, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated January 29, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated February 15, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated February 23, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated February 26, 2024, including exhibit 99.1 thereto, our report on Form 6-K dated March 22, 2024, including exhibit 99.1 thereto, our report on Form 6-K dated April 1716, 20232024, excluding exhibit 99.1 thereto, our report on Form 6-K dated April 19, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated April 24, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated April 30, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated May 20, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated May 21, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated June 7, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated June 11, 2024, excluding exhibit 99.1 thereto, our report on Form 6-K dated June 11, 2024, excluding exhibits 99.1, 99.2, and 99.3 thereto. We also All subsequent annual reports on Form 20-F and all subsequent reports on Form 6-K filed by us, that are identified by us as being incorporated by reference into the registration statement of which this prospectus supplement forms a part, shall be deemed to be incorporated by reference into this prospectus supplement and deemed to be a part hereof after the date of this prospectus supplement but before the termination of the offering under this prospectus supplement. Unless expressly incorporated by reference, nothing in this prospectus supplement and the accompanying prospectus shall be deemed to incorporate by reference in this Prospectus Supplement and the Base Prospectus any future filings we make with the SEC under Sections 13(a)information furnished to, 13(c)but not filed with, 14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” with the SEC). Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes of this this Prospectus Supplement and the Base Prospectus to the extent that a statement contained in this this Prospectus Supplement or prospectus supplement, the Base Prospectus, accompanying prospectus or in a any other subsequently filed document which is also incorporated or deemed to be incorporated by reference hereinreference, modifies or supersedes that such statement. This Prospectus Supplement and Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. Unless expressly incorporated by reference, nothing in this prospectus supplement shall be deemed to incorporate by reference information furnished to, but not filed with, the Base Prospectus may contain information that updates, modifies or is contrary to information in one or more SEC. Copies of the all documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date prospectus supplement, other than the date of this this Prospectus Supplement or the date of the exhibits to those documents unless such exhibits are specifically incorporated by reference in this this Prospectus Supplement or the Base Prospectus. We prospectus will provide be provided at no cost to each person, including any beneficial owner, to whom who receives a copy of this this Prospectus Supplement or prospectus on the Base Prospectus is delivered, upon written or oral requestrequest of that person made to: In addition, at no cost to the requester, a copy copies of any and all of the information that is incorporated by reference in this registration statement. You may request a copy of these filings, at no cost to you, by telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇ or by writing us at the following address: You may also access the documents incorporated herein by reference in this this Prospectus Supplement and the Base Prospectus through may be accessed at our website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The reference to our website is an inactive textual address does not constitute incorporation by reference only and, except for of the specific incorporated documents listed above, no information available contained on or accessible through our website, and you should not consider the contents of our website shall in making an investment decision with respect to our securities. We may offer and sell from time to time in one or more offerings our ordinary shares, debt securities, warrants, rights and units comprising any combination of these securities having an aggregate offering price up to $100,000,000. These securities may be offered individually or in any combination. Each time we sell securities pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering and the securities offered. Any prospectus supplement may also add, update or change information contained in the prospectus. You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in any securities. Our securities may be sold directly by us to be incorporated you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this Prospectus Supplementprospectus is being delivered, the Base Prospectusnames of such underwriters or agents and any applicable fees 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 that we expect to receive from such sale will also be set forth in a prospectus supplement. Our ordinary shares are listed on The Nasdaq Global Market (“Nasdaq”) and the Nasdaq Main Market in Iceland (“Nasdaq Iceland Main Market”) under the symbol “ALVO.” On October 19, 2023, the closing price of our ordinary shares on Nasdaq was $8.85. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the Nasdaq or any securities market or other securities exchange of the registration statement securities covered by the prospectus supplement. There is currently no market through which debt securities, warrants, rights or units may be sold and purchasers may not be able to resell debt securities, warrants, rights or units purchased under this prospectus. This may affect the pricing of which any debt securities, warrants, rights or units in the secondary market, the transparency and availability of trading prices, the liquidity of the debt securities, warrants, rights or units and the extent of issuer regulation. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable. We are a “foreign private issuer” under applicable Securities and Exchange Commission (the “SEC”) rules and an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are eligible for reduced public company disclosure requirements. This prospectus may not be used to consummate sales of securities unless it forms is accompanied by a partprospectus supplement. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THIS PROSPECTUS AND ANY RISK FACTORS DESCRIBED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN OUR SEC FILINGS THAT ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS.

INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to incorporate We are “incorporating by reference reference” into this prospectus supplement the information in documents we file with themthe SEC, which means that we can disclose are disclosing important information to you by referring you to those documents. The information incorporated by reference is considered to be an important part of this Prospectus Supplement and the Base Prospectusprospectus supplement, and information that we file later information filed with the SEC will automatically update and supersede this information to the extent that the later filed information modifies or replaces such earlier information. We incorporate by reference in this prospectus supplement the documents listed below that following documents, which we have previously filed or will file with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference herein: ● our Annual Report on Form 10-K for the fiscal year ended December 3031, 20232021, as filed with the SEC on April 8February 25, 20242022; ● information specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2022; ● our Quarterly Report on Form 10-Q for the fiscal quarter quarterly period ended March 3031, 20242022, as filed with the SEC on May 39, 2024; 2022 ● our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 1, 2022 ● our Current Reports on Form 8-K (date of reports: January 12, 2024, February 8, 2024, February 23, 2024, March 13, 2024, April 16, 2024, May 6, 2024, May 15, 2024, May 28, 2024, and June 4, 2024), as filed with the SEC on January 12February 14, 20242022, February April 13, 2022, April 28, 2022, May 10, 2022, May 19, 2022, June 13, 2022, June 17, 2022, June 29, 2022, July 8, 2024 with amended filing on February 92022, 2024August 1, February 28, 2024, March 15, 2024, April 22, 2024, May 6, 2024, May 21, 2024 with amended filing on June 2022 and August 5, 2024, May 31, 2024, and June 6, 2024, respectively2022; ● the description of our Common Stock securities contained in Exhibit 4.1 to our Annual Report Registration Statement on Form 108-K for the year ended December 31A (File No. 001-39291), 2022, as filed with the SEC on April 17November 16, 20232020, including any amendments or reports filed for the purpose of updating such description; and ● all documents and reports subsequently filed by us with the SEC (other than, in each case, any information or documents furnished, rather than filed, with the SEC pursuant to certain items of Form 8-K) after the date hereof and prior to the closing of this offering. We also incorporate You may obtain any of the documents incorporated by reference in this Prospectus Supplement prospectus supplement from the SEC at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. These documents may also be accessed on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Except as otherwise specifically incorporated by reference in this prospectus supplement and the Base Prospectus accompanying prospectus, information contained in, or accessible through, our website is not a part of this prospectus supplement and the accompanying prospectus. We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or telephoning us at the following address: Eos Energy Enterprises, Inc. may from time to time offer and sell common stock, preferred stock or senior debt securities. Specific terms of the preferred stock or senior debt securities will be provided in supplements to this prospectus. In addition, this prospectus relates to the issuance by us of up to 7,001,751 shares of common stock that are issuable by us upon the exercise of public warrants (the “public warrants”) assumed by us, which were previously registered in connection with the Business Combination (as defined below). This prospectus also relates to the offer and resale from time to time by the selling securityholders named in this prospectus of up to 39,145,143 shares of common stock, up to 325,000 warrants and up to $130,350,642 principal amount of 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the “notes”), including up to (i) 4,950,000 shares of common stock and 325,000 warrants to purchase shares of common stock originally issued in connection with the initial public offering of ▇. ▇▇▇▇▇ Principal Merger Corp. II, (ii) 325,000 shares of common stock issuable upon exercise of warrants originally issued in connection with the initial public offering of ▇. ▇▇▇▇▇ Principal Merger Corp. II, (iii) 27,175,613 shares of common stock issued in connection with the consummation of our business combination with Eos Energy Storage LLC and the related private placement, (iv) 80,294 shares of common stock issuable upon satisfaction of certain vesting terms set forth in previously issued restricted stock units, (v) 97,877 shares of common stock that have been or may be issued to certain of the selling securityholders upon exercise of options granted under the Eos Energy Enterprises, Inc. Amended and Restated 2012 Equity Incentive Plan, (vi) $102,900,000 principal amount of notes originally issued to Spring Creek Capital, LLC (“Spring Creek”), a wholly-owned, indirect subsidiary of ▇▇▇▇ Industries, Inc. pursuant to the Indenture, dated April 7, 2022, between Eos Energy Enterprises, Inc. and Wilmington Trust, National Association, as trustee, and the Investment Agreement dated July 6, 2021 with Spring Creek, (vii) a maximum of $27,450,642 principal amount of notes issuable as future filings PIK interest payments on the notes and (viii) a maximum of 6,516,359 shares of common stock underlying the notes and issuable upon conversion of the notes, which may be sold by Spring Creek from time to time. We and the selling securityholders may sell the securities covered by this prospectus in a number of different ways and at varying prices. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we make will name them and describe their compensation in a prospectus supplement. We will receive proceeds from the issuance and sale of our common stock, preferred stock or senior debt securities and from the exercise of public warrants. We will not receive any of the proceeds from the sale of securities by the selling securityholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Plan of Distribution.” Our common stock and warrants to purchase common stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “EOSE” and “EOSEW,” respectively. The closing price of our common stock on April 6, 2022 was $3.91 per share. The closing price of our warrants on April 6, 2022 was $1.16 per warrant. Where You Can Find More Information ii Special Note Regarding Forward-Looking Statements iii Summary 1 Risk Factors 9 Use of Proceeds 19 Description of Capital Stock 20 Description of Debt Securities 25 Description of Notes 27 Plan of Distribution 52 Selling Securityholders 56 Certain U.S. Federal Income Tax Considerations 63 Legal Matters 74 Experts 74 i This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. 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, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under Sections the heading “Where You Can Find More Information.” In this prospectus, unless the context otherwise requires, the terms “Company,” “we,” “us,” “our,” and “Eos” refer to Eos Energy Enterprises, Inc., a Delaware corporation. Prior to the consummation of the Business Combination (as defined below), the Company was known as ▇. ▇▇▇▇▇ Principal Merger Corp. II, or “BMRG”. The SEC allows us to incorporate by reference information in this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this document, except for any information that is superseded by information that is included directly in this document. We are incorporating by reference the filings listed below and any additional documents that we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date hereof but before and prior to the completion or termination of this any offering (excluding any other than documents or information deemed to have been furnished and not deemed “filed” filed in accordance with SEC rules): ● our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SECSEC on February 25, 2022 ● information specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2022; ● our Current Report on Form 8-K filed with the SEC on February 14, 2022; and ● the description of our securities contained in our Registration Statement on Form 8-A (File No. 001-39291), filed with the SEC on November 16, 2020, including any amendments or reports filed for the purpose of updating such description. Any statement contained in this prospectus, 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 this Prospectus Supplement and the Base Prospectus to the extent that a statement contained in this this Prospectus Supplement or the Base Prospectusherein, or in a any subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes that such statement. This Prospectus Supplement and the Base Prospectus may contain information that updatesAny statement so modified or superseded shall not be deemed, modifies except as so modified or is contrary superseded, to information in one or more of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. You should rely only on the information incorporated by reference or provided in this this Prospectus Supplement or the Base Prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this this Prospectus Supplement or the Base Prospectus is accurate as of any date other than the date constitute a part of this this Prospectus Supplement or prospectus. The SEC maintains a website at ▇▇▇.▇▇▇.▇▇▇, from which you can inspect these documents and other information we have filed electronically with the date of the documents incorporated by reference in this this Prospectus Supplement or the Base Prospectus. We will provide to each person, including any beneficial owner, to whom this this Prospectus Supplement or the Base 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 registration statementSEC. You may also request a copy copies of these filingsdocuments, at no cost to you, from our website (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), or by writing or telephoning us at the following address: Eos Energy Enterprises, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel (▇▇▇) ▇▇▇-▇▇▇▇ or by writing us at the following address: You may also access the Exhibits to these documents will not be sent, however, unless those exhibits have been specifically incorporated by reference in into this this Prospectus Supplement and the Base Prospectus through our website at ▇▇▇prospectus.▇▇▇▇▇▇.▇▇▇. The reference to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this this Prospectus Supplement, the Base Prospectus, or the registration statement of which it forms a part.