Common use of Description of Capital Stock Clause in Contracts

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us We are authorized to issue 50,000,000 40,000,000 shares of common stock, par value $0.0001 0.001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 0.001 per share. As of August 1, 2020, 21,836,800 Common Stock We are authorized to issue 40,000,000 shares of common stock were outstanding and no shares of preferred stock were outstandingstock, par value $0.001 per share. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each per share held on all matters submitted to a vote of our stockholdersshareholders, including the election of directors. The holders of our common stock do not have any There is no cumulative voting rights. Because of this absence of cumulative voting, in the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionsdirectors. In the event of our liquidation, dissolution liquidation or winding updissolution, holders of our common stock will be are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any the liquidation preference preferences of any outstanding shares of preferred stock. All Holders of the outstanding shares of common stock have no preemptive rights and have no right to convert their common stock into any other securities and there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, as well as any 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon the conversion vesting of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessableoutstanding restricted stock units. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, We are authorized to issue up to 1,000,000 shares of “blank check” preferred stockstock with designations, par value $0.0001 per sharerights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized we had no shares of preferred stock in one issued and outstanding. Preferred stock is available for possible future financings or more series acquisitions and authorize their issuance for general corporate purposes without the approval further authorization of our stockholders. These rightsshareholders unless such authorization is required by applicable law, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation rules of such series, any securities exchange or all market on which our stock is then listed or admitted or trading. Our Board of which Directors may be greater than authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of our the holders of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock stock, while providing flexibility in connection with possible acquisitions and the likelihood that such holders will receive dividend payments and payments upon liquidation. In additionother corporate purposes could, the issuance of preferred stock could under some circumstances, have the effect of delaying, deferring or preventing a change of in control of the Company. For a description of how future issuances of our company preferred stock could affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or other corporate action. Upon completion par value of this offering, no the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights of the preferred stock; · the provisions for redemption, if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and conditions, if applicable, upon which the preferred stock will be outstandingconvertible into our common stock, including the conversion price or the manner of calculating the conversion price and we have no present plans conversion period; · if appropriate, a discussion of federal income tax consequences applicable to issue the preferred stock; and · any shares other specific terms, preferences, rights, limitations or restrictions of the preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.6

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following is a summary description of all material characteristics of our capital stock is based on the provisions as set forth in our second amended and restated certificate of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, incorporation and the applicable provisions of the Delaware General Corporation Law, or the DGCLamended and restated bylaws. This information summary does not purport to be complete and is qualified entirely in its entirety by reference to the applicable provisions our second amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to our Certificate, Bylaws and the DGCLSEC filings. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a partmore information, see “Where You Can Find More Information.” Common Stock The holders We have authority under our second amended and restated certificate of incorporation to issue up to 100,000,000 shares of our common stock, par value $0.001 per share. As of August 31, 2018, there were 35,031,225 shares of our common stock issued and outstanding. Holders of shares of our common stock are entitled to one vote for each per share held of record on all matters submitted to a vote of our stockholders, including the election of directors. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be when, as and if declared by our board of directors from time to time directors, in its discretion, out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionstherefor. In the event of our liquidation, dissolution or winding up, the holders of our common stock will be are entitled to share ratably in all of our assets remaining after payment of all debts liabilities. The holders of our common stock have no preemptive or other subscription rights, and other liabilities and any liquidation preference of any outstanding preferred stockthere are no conversion rights or redemption or sinking fund provisions with respect to such shares. All of the outstanding shares of our common stock are, and the shares of our common stock when issued will be, fully paid and nonassessable. Registration Rights As of August 10, 2018, Cotterford Company Limited, or Cotterford, is entitled to contractual rights that require us to register 10,000,000 shares of our common stock, as well as any including shares of our common stock issuable upon exercise of warrants, under the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorizedSecurities Act, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholderscertain exceptions. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, rights are provided under the terms of redemptiona Common Stock Purchase Agreement dated August 8, liquidation preferences2018, sinking fund terms and the number of shares constituting any series or the designation Cotterford Agreement. We generally must pay all expenses relating to any such registration, other than Xxxxxxxxxx’s counsel, broker’s commissions, discounts or fees and transfer taxes. These registration rights terminate automatically upon the earlier of the sale of the Registrable Securities (as such seriesterm is defined in the Cotterford Agreement), any or all of which the date such registrable securities may be greater than resold without volume or manner-of-sale limitations pursuant to Rule 144 under the rights Securities Act, or August 10, 2021. Anti-Takeover Effects of our common stock. The issuance Delaware Law and Our Certificate of our preferred stock could adversely affect the voting power of holders of our common stock Incorporation and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Bylaws Certain provisions of Delaware law, our Certificate and/or second amended and restated certificate of incorporation and our Bylaws may amended and restated bylaws could have the effect of delaying, deferring or discouraging another person party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our companyboard of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, as described belowincluding proposals that are priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could result in an improvement of their terms.

Description of Capital Stock. As Authorized and Outstanding Capital Stock Our authorized capital stock consists of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 300,000,000 shares of common stock, $0.001 par value per share, 3,553,000 shares of non-voting common stock, $0.0001 0.001 par value per share, and 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $0.0001 per share, of which 1,684,375 shares are designated as Series A Cumulative Redeemable Convertible Preferred Stock, or Series A Preferred Stock, and 1,580,790 shares are designated as Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock. As of August 1June 22, 2020, 21,836,800 there were 55,485,330 shares of common stock were outstanding and stock, 896 shares of non-voting common stock, no shares of preferred stock were Series A Preferred Stock and 926,942 shares of Series B Preferred Stock issued and outstanding. The following summary description of our capital stock is based on the provisions does not purport to be complete and should be reviewed in conjunction with our certificate of incorporation, including our Certificate of IncorporationDesignations, as amendedPowers, Preferences and Rights of the Series A Preferred Stock, or Series A Certificate of Designations, our CertificateCertificate of Designations, as well as our BylawsPowers, Preferences and Rights of the Series B Preferred Stock, or Series B Certificate of Designations, and the applicable provisions of the Delaware General Corporation Law, or the DGCLour bylaws. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see See “Where You Can Find More Additional Information.” Common Stock The holders All outstanding shares of our common stock are fully paid and nonassessable. The following summarizes the rights of holders of our common stock: ● a holder of common stock is entitled to one vote for each per share held on all matters submitted to a vote be voted upon generally by the stockholders; ● subject to preferences that may apply to shares of our stockholders. The holders of our common preferred stock do not have any cumulative voting rights. Because of this absence of cumulative votingoutstanding, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any lawful dividends that as may be declared by our board Board of directors from time to time out of funds legally available for that purposeDirectors, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of Board; ● upon our liquidation, dissolution or winding up, the holders of our shares of common stock will be are entitled to share ratably in receive a pro rata portion of all our assets remaining for distribution after satisfaction of all our liabilities and the payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of ; ● there are no redemption or sinking fund provisions applicable to our common stock, as well as any shares of common stock issuable upon the ; and ● there are no preemptive or conversion of any securities convertible into rights applicable to our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. The summary does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation and bylaws, and to the provisions of the General Corporation Law of the State of Delaware, as amended. We are authorized to issue 500,000,000 shares of Class A Common Stock and 25,000,000 shares of Class B Common Stock, par value $0.001 per share. As of the date of this prospectus, there were 66,899,396 shares of our certificate Class A Common Stock issued and outstanding but no shares of incorporation authorizes us Class B common stock issued or outstanding. The outstanding shares of our common stock are validly issued, fully paid and nonassessable. In this prospectus, all references solely to “common stock” shall refer to the Class A Common Stock except where otherwise indicated. In this prospectus, all references solely to “common stock” shall refer to both the Class A Common Stock and the Class B Common Stock except where otherwise indicated. We are authorized to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 up to 25,000,000 shares of preferred stock, par value $0.0001 0.001 per share. Of these shares of preferred stock, 1,000,000 are designated as Series A Convertible Preferred Stock, 500,000 are designated as Series B Convertible Preferred Stock, and 2,500 are designated as Series C Convertible Redeemable Preferred Stock. As of August 1the date of this prospectus, 2020, 21,836,800 there were 7,040 shares of common stock were outstanding Series A Convertible Preferred Stock outstanding, 125,000 shares of Series B Convertible Preferred Stock and no shares of preferred stock were Series C Convertible Redeemable Preferred Stock outstanding. The following summary description Common Stock Holders of our capital stock is based on the provisions shares of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our Class A common stock are entitled to one vote for each share held on all matters submitted to a vote shareholder vote. Holders of our stockholdersshares Class B common stock are entitled to ten votes for each share on all matters submitted to a shareholder vote. The holders Holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative votingTherefore, the holders of a majority of the shares of our common stock entitled to vote in any voting for the election of directors have the power to can elect all of the directors standing for electiondirectors. Holders of our common stock representing a majority of the voting power of our capital stock issued, if they should so chooseoutstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of shareholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our certificate of incorporation. Holders of our common stock are entitled to receive ratably any share in all dividends that may be declared by our board Board of directors Directors, in its discretion, declares from time to time out of funds legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for that purposeeach class of stock, subject to any preferential dividend rights of any outstanding preferred if any, having preference over our common stock. Our common stock has no preemptive rightspreemptive, subscription or conversion rights or other subscription rights or and there are no redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled provisions applicable to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. As The following summary describes our capital stock and the material provisions of the date our amended and restated certificate of this prospectusincorporation, our certificate of incorporation authorizes us designations of Series A Junior Participating Preferred Stock and our amended and restated bylaws, and of the General Corporation Law of the State of Delaware. Because the following is only a summary, it does not contain all of the information that may be important to issue 50,000,000 you. For a complete description, you should refer to our amended and restated certificate of incorporation, certificate of designations of Series A Junior Participating Preferred Stock and amended and restated bylaws, copies of which are incorporated by reference into the registration statement of which this prospectus is a part. See “Where You Can Find More Information; Incorporation by Reference.” General Our authorized capital stock consists of: • 100,000,000 shares of common stock, $0.0001 par value $0.0001 per share, ; and 1,000,000 • 5,000,000 shares of preferred stock, $0.0001 par value $0.0001 per share, of which 100,000 shares have been designated as Series A Junior Participating Preferred Stock. As of August 1March 31, 20202021, 21,836,800 there were outstanding: • 64,487,866 shares of our common stock; and • stock were outstanding and no options to purchase 5,497,039 shares of preferred stock our common stock. As of March 31, 2021, there were outstandingapproximately 130 holders of record of our common stock. This number does not include beneficial owners whose shares are held by nominees in street name. The actual number of stockholders is greater than the number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. The following summary description of our capital stock is based on the and provisions of our Certificate amended and restated certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, incorporation and the applicable amended and restated bylaws are summaries of material terms and provisions of the Delaware General Corporation Law, or the DGCL. This information is and are qualified entirely by reference to the applicable provisions our amended and restated certificate of our Certificateincorporation and amended and restated bylaws, Bylaws and the DGCL. For information on how to obtain copies of our Certificate which have been filed with the SEC and Bylaws, which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary is a description of the material terms of our capital stock is based on the provisions stock. Copies of our Certificate restated certificate of Incorporationincorporation, as amended, or our Certificate, as well which we refer to as our Bylaws“certificate of incorporation,” and our amended and restated bylaws, which we refer to as our “bylaws,” and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely other documents referred to herein are incorporated by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are as exhibits to the registration statement of which this prospectus is forms a part. Our Capital Stock The following descriptions of our Class A common stock, Class B common stock, preferred stock and the relevant provisions of our certificate of incorporation and bylaws are summaries thereof and are qualified in their entirety by reference to our certificate of incorporation and bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, see “Where You Can Find More Information.” and applicable law. Our authorized capital stock consists of 900 million shares of common stock, consisting of 750 million shares of our Class A common stock, par value $0.01 per share, and 150 million shares of our Class B common stock, par value $0.01 per share, and 50 million shares of preferred stock, par value $0.01 per share. Common Stock As of October 31, 2016, there were 243,306,930 shares of our Class A common stock outstanding and 34,848,107 shares of our Class B common stock outstanding. The holders of our Class A common stock are generally entitled to one vote for each per share held on all matters to be voted upon by the stockholders as a group, entitling holders of our Class A common stock to approximately 41.1% of our voting power as of such date, and do not have cumulative voting rights. The holders of our Class B common stock are generally entitled to ten votes per share on all matters to be voted upon by the stockholders as a group, entitling holders of our Class B common stock to 58.9% of our voting power as of such date, and do not have cumulative voting rights. Cantor and CFGM, the managing general partner of Cantor, and an entity controlled by our Chairman and Chief Executive Officer, Xxxxxx X. Xxxxxxx, are the only holders of our Class B common stock. Our Class B common stock generally votes together with our Class A common stock on all matters submitted to a the vote of our Class A common stockholders. The holders Our Class B common stock shall be issued only to (1) Cantor, (2) any entity controlled by Cantor or by Xx. Xxxxxxx, or (3) Xx. Xxxxxxx, his spouse, his estate, any of his descendants, any of his relatives or any trust established for his benefit or for the benefit of his spouse, any of his descendants or any of his relatives, which we refer to as the “B Share Entities.” Each share of our Class A common stock do not have any cumulative voting is equivalent to a share of our Class B common stock for purposes of economic rights. Because of this absence of cumulative votingSubject to preferences that may be applicable to any outstanding preferred stock, the holders of a majority of the shares of our Class A common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our and Class B common stock are entitled to receive ratably any dividends that such dividends, if any, as may be declared from time to time by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights therefor. See “Dividend Policy” and “Price Range of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. Class A Common Stock.” In the event of our liquidation, dissolution or winding up, the holders of shares of our Class A common stock will be and Class B common stock are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorizedliabilities, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares prior distribution rights of preferred stock, par value $0.0001 per shareif any, in one or more series, without stockholder approvalthen outstanding. Our board certificate of directors may fix the rights, preferences, privileges and restrictions incorporation provides that each share of our authorized shares Class B common stock is convertible at any time, at the option of preferred stock in the holder, into one or more series and authorize their issuance without the approval share of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our Class A common stock. The issuance Each share of our preferred Class B common stock could adversely affect the voting power of holders will automatically convert into a share of our Class A common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In additionany sale, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company pledge or other corporate action. Upon completion of this offeringtransfer, no shares of preferred stock will be outstandingwhich we refer to as a “transfer,” whether or not for value, and we have no present plans by the initial registered holder, other than any transfer by the initial holder to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.(1) Cantor,

Description of Capital Stock. As The following description of our common stock and preferred stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the date of common stock and preferred stock that we may offer under this prospectus. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylawsbylaws, which are exhibits to the registration statement of which this prospectus is forms a part, see “Where You Can Find More Information.” and by applicable law. The terms of our common stock and preferred stock may also be affected by Delaware law. Authorized Capital Stock Our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share, all of which shares of preferred stock are undesignated. As of March 31, 2019, 33,562,211 shares of our common stock were outstanding and held by 162 stockholders of record. Common Stock The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our the stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights rights, or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. When we issue shares of common stock under this prospectus, the shares will fully be paid and non-assessable and will not have, or be subject to, any preemptive or similar rights. Undesignated Preferred Stock Our board of directors is authorizedhas the authority, subject to the limitations imposed without further action by Delaware lawour stockholders, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized 10,000,000 shares of preferred stock in one or more series and authorize their issuance without to fix the approval of our stockholders. These rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series constituting, or the designation of of, such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of in control of our company or other corporate action. Upon completion The purpose of this offeringauthorizing our board of directors to issue preferred stock in one or more series and determine the number of shares in the series and its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. In addition, no shares the issuance of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may could have the effect of delaying, deferring or discouraging another person from acquiring preventing a change in control of our companycompany or other corporate action. When we issue shares of preferred stock under this prospectus, the shares will fully be paid and non-assessable and will not be subject to any preemptive or similar rights. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us. Registration Rights Pursuant to the terms of our investors’ rights agreement, dated as of December 11, 2017, certain of our stockholders are entitled to rights with respect to the registration of their shares under the Securities Act until the earliest of (a) the fifth (5th) anniversary of our initial public offering, (b) a deemed liquidation event, as defined in the investors’ rights agreement, or (c) such holder’s registrable securities could be sold without any restriction on volume or manner of sale on any three month period under Rule 144 or any successor rule, as described below. We refer to these shares collectively as registrable securities. Demand Registration Rights The holders of 18,114,132 shares of our common stock are entitled to demand registration rights. Under the terms of the investors’ rights agreement, we will be required, upon the written request of holders of (i) at least 50% of our outstanding registrable securities or (ii) at least 50% of the common stock issued or issuable upon the conversion of our Series B Preferred Stock (if the anticipated aggregate offering price, net of selling expenses, would exceed $10.0 million), to file a registration statement and use best efforts to effect the registration of all or a portion of these shares for public resale. We are required to effect only two registrations pursuant to this provision of the investors’ rights agreement.

Description of Capital Stock. As of the date of this prospectusJune 7, 2021, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 75,000,000 shares of common stockCommon Stock, $0.0001 par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 which 25,212,342 shares of common stock were are issued and outstanding and no 5,000,000 shares of preferred stock were Preferred Stock, $0.0001 par value, of which one share of special voting Preferred Stock is issued and outstanding. We are a Delaware corporation and our affairs are governed by our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws. The following summary description are summaries of our capital stock is based on the material provisions of our Amended and Restated Certificate of Incorporation, Incorporation and Amended and Restated By-laws insofar as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference they relate to the applicable provisions material terms of our Certificate, Bylaws and the DGCLCommon Stock. For information on how to obtain Complete copies of our Amended and Restated Certificate of Incorporation and Bylaws, which Amended and Restated By-laws are filed as exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” our public filings. Common Stock All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of our common stock are entitled to one vote for each per share held on all matters submitted to a vote of our stockholders. The holders Subject to the prior rights of our common all classes or series of stock do not have any cumulative voting rights. Because of this absence of cumulative votingat the time outstanding having prior rights as to dividends or other distributions, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock stockholders are entitled to receive ratably any dividends that share equally in dividends, if any, as may be declared by our board of directors from time to time by the Board of Directors out of funds legally available for that purpose, subject available. Subject to any preferential dividend the prior rights of any creditors of Akerna and the holders of all classes or series of stock at the time outstanding preferred stock. Our common stock has no preemptive rights, conversion having prior rights or other subscription rights or redemption or sinking fund provisions. In the event of our as to distributions upon liquidation, dissolution or winding upup of Akerna, in the event of liquidation, the holders of our common stock will be are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stockliabilities. All of the outstanding shares of our common stockThe stockholders do not have cumulative, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stockpreemptive rights, are (or will be upon issuance) fully paid and non-assessablesubscription rights. Preferred Stock Our The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the limitations imposed by Delaware lawstockholders, to issue up from time to 1,000,000 time shares of preferred stock, par value $0.0001 per share, Preferred Stock in one or more series. Each such series of Preferred Stock shall have such number of shares, without stockholder approval. Our board of directors may fix the rightsdesignations, preferences, voting powers, qualifications, and special or relative rights or privileges and restrictions as shall be determined by the board of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rightsdirectors, preferenceswhich may include, privileges and restrictions could include among others, dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms conversion rights and preemptive rights. Issuance of Preferred Stock by our board of directors may result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of our Common Stock and could dilute the voting rights of the holders of our Common Stock. Prior to the issuance of shares of each series of Preferred Stock, the board of directors is required by the Delaware General Corporation Law and our certificate of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: ● the number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors; ● the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date; ● whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; ● whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; ● whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; ● whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; ● whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect; ● the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and ● any other relative rights, preferences and limitations of that series. Once designated by our board of directors, each series of Preferred Stock may have specific financial and other terms that will be described in a prospectus supplement. The description of the Preferred Stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the Preferred Stock. These include our certificate of incorporation and any certificates of designation that our board of directors may adopt. All shares of Preferred Stock offered hereby will, when issued, be fully paid and nonassessable, including shares of Preferred Stock issued upon the exercise of Preferred Stock Warrants or subscription rights, if any. Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of Preferred Stock that could, depending on the terms of such series, any or all impede the completion of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In additiona merger, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company tender offer or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described belowtakeover attempt.

Description of Capital Stock. As This section describes the general terms and provisions of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of our common stock, $0.0001 par value $0.0001 per share, and 1,000,000 shares of preferred stock, $0.0001 par value $0.0001 per share. As This description is only a summary. Our restated certificate of August 1incorporation, 2020, 21,836,800 shares the certificate of common stock were outstanding and no shares of designation with respect to our Series A convertible preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amendedstock, or our Certificate, as well as our BylawsSeries A Preferred Stock, and our amended and restated bylaws have been filed as exhibits to our periodic reports filed with the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and BylawsSEC, which are exhibits to the registration statement incorporated by reference in this prospectus. You should read our restated certificate of which this prospectus is a partincorporation and our amended and restated bylaws for additional information before you buy any of our common stock, see preferred stock, or other securities. See “Where You Can Find More Information.” Common Stock The holders We are authorized to issue 400,000,000 shares of our common stock. Our common stock are is junior to any preferred stock we may issue. As of December 31, 2021, there were 228,115,734 shares of common stock issued and outstanding. Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of our stockholders. The holders of our common stock do We have not have any provided for cumulative voting rightsfor the election of directors in our restated certificate of incorporation. Because of this absence of cumulative voting, This means that the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors have the power to voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, if they should so choose. Holders the holders of outstanding shares of our common stock are entitled to receive ratably any dividends out of assets legally available at the times and in the amounts that may be declared by our board of directors may determine from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stocktime. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of Upon our liquidation, dissolution or winding winding-up, the holders of our common stock will be are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any the liquidation preference preferences of any outstanding preferred stock. All Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the outstanding shares of our common stock, as well as any . All outstanding shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessablenonassessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, We are authorized to issue up to 1,000,000 20,000,000 shares of preferred stock, par value $0.0001 per shareof which 3,458,823 shares are designated as Series A Preferred Stock. We previously issued 3,458,823 shares of Series A Preferred Stock, none of which remain outstanding as of December 31, 2021 and as of the date hereof. We may issue additional preferred stock, in one or more series, without stockholder approval. Our with such designations, powers, preferences and other rights and qualifications, limitations or restrictions as our board of directors may fix the rightsauthorize, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of further action by our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms including: • the distinctive designation of redemption, liquidation preferences, sinking fund terms each series and the number of shares constituting that will constitute the series; • the voting rights, if any, of shares of the series and the terms and conditions of the voting rights; • the dividend rate on the shares of the series, the dates on which dividends are payable, any restriction, limitation or condition upon the payment of dividends, whether dividends will be cumulative, and the dates from and after which dividends shall accumulate; • the prices at which, and the terms and conditions on which, the shares of the series may be redeemed, if the shares are redeemable; • the terms and conditions of a sinking or purchase fund for the purchase or redemption of shares of the series, if such a fund is provided; • any preferential amount payable upon shares of the series in the event of the liquidation, dissolution or winding up of, or upon the distribution of any of our assets; and • the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of the series may be converted or exchanged into other securities, if the shares are convertible or exchangeable. The particular terms of any series or of preferred stock, and the designation of such transfer agent and registrar for that series, will be described in a prospectus supplement. Any material United States federal income tax consequences and other special considerations with respect to any preferred stock offered under this prospectus will also be described in the applicable prospectus supplement. The issuance of additional preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or all of which may be greater than adversely affect the rights and powers, including voting rights, of the holders of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of in control of our company or other corporate actioncompany, which could depress the market price of our common stock. Upon completion of this offering, no Registration Rights Certain shares of preferred stock will be outstandingour common stock, as well as shares underlying the 2028 Notes, are entitled to contractual rights to require us to register those shares under the Securities Act of 1933, as amended, subject to certain exceptions. These rights are provided under the terms of registration rights agreements we have entered into with holders of such securities. We generally must pay all expenses relating to any such registration, other than underwriting discounts and selling commissions. The terms of the registration rights are specified in the relevant registration rights agreement. Certain Anti-Takeover Provisions of Delaware Law, Our Restated Certificate of Incorporation, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions our Amended and Restated Bylaws Certain provisions of Delaware law, our Certificate and/or restated certificate of incorporation and our Bylaws may amended and restated bylaws could have the effect of delaying, deferring or discouraging another person party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our companyboard of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could result in an improvement of their terms. Certificate of Incorporation and Bylaws Our restated certificate of incorporation and amended and restated bylaws include provisions that: • divide our board of directors into three classes, each serving staggered, three-year terms; • authorize the board of directors to issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock, of which 16,541,177 shares remain undesignated as of the date of this prospectus; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by the board of directors, the chairman of the board, or the chief executive officer; • establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the board of directors; • provide that directors may be removed only for cause; • establish the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain derivative actions or proceedings brought on our behalf, any action asserting a claim of breach of fiduciary duty, any action asserting a claim against us arising pursuant to the General Corporation Law of the State of Delaware, or the DGCL, or any action asserting a claim governed by the internal affairs doctrine; and • require the affirmative vote of holders of at least 66-2/3 % of the total votes eligible to be cast in the election of directors to amend, alter, change or repeal our bylaws; and provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum. Section 203 of the Delaware General Corporation Law We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date that such stockholder became an interested stockholder unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder. Generally, a ‘‘business combination’’ includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the ‘‘interested stockholder,’’ and an ‘‘interested stockholder’’ is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. A Delaware corporation may opt out of these provisions either with an express provision in its original certificate of incorporation or in an amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out, and do not currently intend to opt out of, these provisions. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock held by our stockholders. Certain provisions of the DGCL, our restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as described belowa consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. Transfer Agent and Registrar The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 0000 0xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.

Description of Capital Stock. As The following description of common stock and preferred stock summarizes the material terms and provisions of the date of common stock and preferred stock that we may offer under this prospectus, but is not complete. For the complete terms of our common stock and preferred stock, please refer to our amended and restated certificate of incorporation authorizes us incorporation, as amended, any certificates of designation for our preferred stock, and our amended and restated bylaws, as amended. While the terms we have summarized below will apply generally to issue 50,000,000 any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of preferred stock in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any preferred stock we offer under that prospectus supplement may differ from the terms we describe below. We have authorized 201,000,000 shares of common capital stock, par value $0.0001 0.001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 which 200,000,000 are shares of common stock and 1,000,000 are shares of “blank check” preferred stock, of which 200 are authorized as Series A Preferred Stock, 600 are authorized as Series B Preferred Stock, 4,200 are authorized as Series C Preferred Stock, 1,400 are authorized as Series D Preferred Stock, 1,000 are authorized as Series E Preferred Stock and 200,000 are authorized as Series F Junior Participating Preferred Stock. As of December 30, 2020, there were 30,719,498 shares of common stock issued and outstanding, 105 shares of Series C Preferred Stock issued and outstanding and no shares of preferred stock were our Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock or Series F Junior Participating Preferred Stock issued and outstanding. The following summary description authorized and unissued shares of common stock and the authorized and undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our capital stock stockholders is based on so required, our board of directors does not intend to seek stockholder approval for the provisions issuance and sale of our Certificate of Incorporation, as amended, common stock or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCLpreferred stock. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each per share held on all matters submitted to a vote of our be voted upon by stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that as may be declared by our the board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our We have never paid cash dividends on our common stock has and do not anticipate paying any cash dividends in the foreseeable future but intend to retain our capital resources for reinvestment in our business. Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Holders of our common stock have no preemptive rights, conversion rights or other subscription rights or rights, conversion rights, redemption or sinking fund provisions. In Subject to the event rights of the holders of our preferred stock, upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in all the net assets remaining legally available for distribution to stockholders after the payment of all of our debts and other liabilities liabilities. The transfer agent and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of registrar for our common stockstock is Action Stock Transfer Corporation. The transfer agent’s address is 0000 Xxxx Xxxx Xxxxx Xxxx., as well as any shares of Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000. Our common stock issuable upon is listed on the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Nasdaq Capital Market under the symbol “BSGM.” Preferred Stock Our The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the limitations imposed by Delaware lawstockholders, to issue up from time to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized time shares of preferred stock in one or more series. Each such series and authorize their issuance without the approval of our stockholders. These rightspreferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges and restrictions could include as shall be determined by the board of directors, which may include, among others, dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms conversion rights and the number preemptive rights. Issuance of preferred stock by our board of directors may result in such shares constituting any series or the designation of such series, any or all of which may be greater than having dividend and/or liquidation preferences senior to the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and could dilute the likelihood that such voting rights of the holders will receive dividend payments and payments upon liquidationof our common stock. In addition, Prior to the issuance of shares of each series of preferred stock, the board of directors is required by the Delaware General Corporation Law (the “DGCL”) and our certificate of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: ● the number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors; ● the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date; ● whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; ● whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; ● whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; ● whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; ● whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect; ● the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and ● any other relative rights, preferences and limitations of that series. Once designated by our board of directors, each series of preferred stock could may have specific financial and other terms that will be described in a prospectus supplement. The description of the effect preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our certificate of delaying, deferring or preventing a change incorporation and any certificates of control designation that our board of our company or other corporate actiondirectors may adopt. Upon completion of this offering, no All shares of preferred stock will offered hereby will, when issued, be outstandingfully paid and nonassessable, and we have no present plans to issue any including shares of preferred stockstock issued upon the exercise of preferred stock warrants or subscription rights, if any. Antitakeover Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Anti-Takeover Effects of Certain Provisions Certain provisions of Delaware lawLaw, our Certificate and/or our of Incorporation, Bylaws may and Stockholder Rights Agreement Delaware Law We are subject to Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the effect right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • on or subsequent to the date of delayingthe transaction, deferring the business combination is approved by the board and authorized at an annual or discouraging another person from acquiring control special meeting of our companystockholders, as described belowand not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Description of Capital Stock. Common Stock As of the date Emergence, the Charter will authorize the issuance of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 100,000,000 shares of common stockCommon Stock, par value $0.0001 0.001 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.0001 0.001 per shareshare (the “Preferred Stock”). The Convertible Notes shall be convertible into shares of Common Stock, in accordance with the terms set forth herein. As of August the Effective Date and after consummation of the transactions contemplated in the Plan (including the Subscription Offer), we expect to have (1, 2020, 21,836,800 ) issued approximately 11.9 million shares of common stock were Common Stock (all of which then will be outstanding and no nonassessable), (2) reserved approximately 3.0 million shares of preferred stock were outstandingCommon Stock for issuance pursuant to the New Warrants and (3) reserved approximately 2.2 million shares of Common Stock for issuance under the Management Equity Incentive Plan, (4) reserved no less than 5.2 million shares of Common Stock for issuance upon conversion of the Convertible Notes offered hereby and (5) issued 0 shares of Preferred Stock. The following summary description Board does not intend to seek the approval of our capital stock is based on the provisions stockholders before we issue any of our Certificate of Incorporationcurrently authorized stock, as amended, unless law or our Certificate, as well as our Bylaws, and the applicable provisions rules of any stock exchange or market otherwise require. Within 30 days of the Delaware General Corporation LawEffective Date, or we intend to issue restricted stock units and warrants to management representing approximately 4% of the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders on a fully diluted basis (as described below under “—Management Warrants”). Each share of our common stock are entitled to Common Stock (1) will have one vote for each share held on all matters submitted to a vote voted upon by the stockholders of our stockholders. The Reorganized U.S. Concrete; provided, however, that, except as otherwise required by law, holders of our common stock do Common Stock, as such, shall not have be entitled to vote on any cumulative voting rights. Because amendment to the Charter (including any certificate of this absence designations relating to any series of cumulative voting, Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of a majority such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the shares Charter (including any certificate of common stock designations relating to any series of Preferred Stock), (2) affords no cumulative voting or preemptive rights and (3) is not convertible, redeemable, assessable or entitled to vote in the benefits of any election of directors have the power to elect all of the directors standing for election, if they should so choosesinking or repurchase fund. Holders of our common stock are Common Stock will be entitled to receive ratably any dividends that in such amounts and at such times as the Board in its discretion may be declared by our board of directors from time to time declare out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorizedtherefor, subject to the limitations imposed by Delaware law, preferences that may apply to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized any shares of preferred stock in one or more series and authorize their issuance without outstanding at the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described belowtime.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on not complete and may not contain all the provisions of information you should consider before investing in our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylawscapital stock. This description is summarized from, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely in its entirety by reference to the applicable provisions to, our amended and restated certificate of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylawsincorporation, which are exhibits to has been publicly filed with the registration statement of which this prospectus is a part, see SEC. See “Where You Can Find More Information; Incorporation by Reference.” Our authorized capital stock consists of: • 200,000,000 shares of common stock, $0.001 par value; and • 10,000,000 shares of preferred stock, $0.001 par value. Common Stock The As of August 3, 2021, there were 38,563,765 shares of our common stock outstanding and held of record by 10 stockholders. Under the terms of our amended and restated certificate of incorporation, holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders, including the election of directors, and do not have cumulative voting rights. The holders Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have any cumulative voting rights. Because of this absence of cumulative votingAccordingly, the holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors have the power to can elect all of the directors standing for election, if they should so choose, other than any directors that holders of any preferred stock we may issue may be entitled to elect. Holders Subject to the supermajority votes for some matters, other matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal, or to adopt any provision inconsistent with, several of the provisions of our amended and restated certificate of incorporation. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that those dividends, if any, as may be declared by our the board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionsfunds. In the event of our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in all the assets remaining legally available for distribution to stockholders after the payment of or provision for all of our debts and other liabilities and any liquidation preference liabilities, subject to the prior rights of any outstanding preferred stock then outstanding. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable are, and the common stock to be outstanding upon the conversion closing of any securities convertible into our common stockthis offering will be, are (or will be upon issuance) duly authorized, validly issued, fully paid and non-assessablenonassessable. Preferred Stock Our board The rights, preferences and privileges of directors is authorized, holders of common stock are subject to and may be adversely affected by the limitations imposed by Delaware law, to issue up to 1,000,000 rights of the holders of shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares any series of preferred stock that we may designate and issue in one or more series the future. Transfer Agent and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges Registrar The transfer agent and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of registrar for our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In additionis Computershare Trust Company, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.N.A.

Description of Capital Stock. As The following description of common stock and preferred stock summarizes the material terms and provisions of the date of common stock and preferred stock that we may offer under this prospectus, but is not complete. For the complete terms of our common stock and preferred stock, please refer to our amended and restated certificate of incorporation authorizes us incorporation, as amended, any certificates of designation for our preferred stock, and our restated bylaws, as amended, as may be amended from time to issue 50,000,000 time. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of preferred stock in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any preferred stock we offer under that prospectus supplement may differ from the terms we describe below. We have authorized 201,000,000 shares of common capital stock, par value $0.0001 0.001 per share, of which 200,000,000 are shares of common stock and 1,000,000 are shares of “blank check” preferred stock, par value $0.0001 per shareof which 200 are authorized as Series A Preferred Stock, 600 are authorized as Series B Preferred Stock, 4,200 are authorized as Series C Preferred Stock, 1,400 are authorized as Series D Preferred Stock, 1,000 are authorized as Series E Preferred Stock and 200,000 are authorized as Series F Junior Participating Preferred Stock. As of August 127, 2020, 21,836,800 there were 29,803,614 shares of common stock were issued and outstanding, 105 shares of Series C Preferred Stock issued and outstanding and no shares of preferred stock were our Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock or Series F Junior Participating Preferred Stock issued and outstanding. The following summary description authorized and unissued shares of common stock and the authorized and undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our capital stock stockholders is based on so required, our board of directors does not intend to seek stockholder approval for the provisions issuance and sale of our Certificate of Incorporation, as amended, common stock or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCLpreferred stock. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each per share held on all matters submitted to a vote of our be voted upon by stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that as may be declared by our the board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our We have never paid cash dividends on our common stock has and do not anticipate paying any cash dividends in the foreseeable future but intend to retain our capital resources for reinvestment in our business. Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Holders of our common stock have no preemptive rights, conversion rights or other subscription rights or rights, conversion rights, redemption or sinking fund provisions. In Subject to the event rights of the holders of our preferred stock, upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in all the net assets remaining legally available for distribution to stockholders after the payment of all of our debts and other liabilities liabilities. The transfer agent and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of registrar for our common stockstock is Action Stock Transfer Corporation. The transfer agent’s address is 0000 Xxxx Xxxx Xxxxx Xxxx., as well as any shares of Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000. Our common stock issuable upon is listed on the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Nasdaq Capital Market under the symbol “BSGM.” Preferred Stock Our The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the limitations imposed by Delaware lawstockholders, to issue up from time to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized time shares of preferred stock in one or more series. Each such series and authorize their issuance without the approval of our stockholders. These rightspreferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges and restrictions could include as shall be determined by the board of directors, which may include, among others, dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms conversion rights and the number preemptive rights. Issuance of preferred stock by our board of directors may result in such shares constituting any series or the designation of such series, any or all of which may be greater than having dividend and/or liquidation preferences senior to the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and could dilute the likelihood that such voting rights of the holders will receive dividend payments and payments upon liquidationof our common stock. In addition, Prior to the issuance of shares of each series of preferred stock, the board of directors is required by the Delaware General Corporation Law and our certificate of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: • the number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors; • the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date; • whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; • whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; • whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; • whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; • whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect; • the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and • any other relative rights, preferences and limitations of that series. Once designated by our board of directors, each series of preferred stock could may have specific financial and other terms that will be described in a prospectus supplement. The description of the effect preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our certificate of delaying, deferring or preventing a change incorporation and any certificates of control designation that our board of our company or other corporate actiondirectors may adopt. Upon completion of this offering, no All shares of preferred stock will offered hereby will, when issued, be outstandingfully paid and nonassessable, and we have no present plans to issue any including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription rights, if any. Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Delaware Anti-Takeover Law, Provisions of our Certificate of Incorporation, Bylaws and Stockholder Rights Agreement Delaware Anti-Takeover Law We are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. Section 203 defines a business combination to include: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; • subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person. The term “owner” is broadly defined to include any person that, individually, with or through that person’s affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock. Antitakeover Provisions Certain provisions The restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject to Section 203 of the Delaware lawGeneral Corporation Law or, with certain exceptions, which do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders. Our certificate of incorporation and bylaws do not opt out of Section 203. Section 203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our Certificate and/or our Bylaws may have stockholders the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described belowopportunity to sell their stock at a price above the prevailing market price.

Description of Capital Stock. As The following description is based on relevant portions of the date Maryland General Corporation Law and on our charter and bylaws. This summary may not contain all of this prospectusthe information that is important to you, and we refer you to the Maryland General Corporation Law and our charter and bylaws for a more detailed description of the provisions summarized below. We urge you to read the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you related to any shares of our capital stock being offered. Under the terms of our charter, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 200,000,000 shares of common stock, par value $0.0001 0.001 per share, of which 97,208,899 shares are outstanding as of April 23, 2019. Under our charter, our Board of Directors is authorized to classify and 1,000,000 reclassify any unissued shares of preferred stock into other classes or series of stock, par value $0.0001 per shareand to cause the issuance of such shares, without obtaining stockholder approval. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of IncorporationIn addition, as amended, or our Certificate, as well as our Bylaws, and permitted by the applicable provisions of the Delaware Maryland General Corporation Law, but subject to the 1940 Act, our charter provides that the Board of Directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the DGCLnumber of shares of stock of any class or series that we have authority to issue. This information is qualified entirely by reference Under Maryland law, our stockholders generally are not personally liable for our debts or obligations. Common Stock All shares of our common stock have equal rights as to earnings, assets, distributions and voting privileges, except as described below and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock if, as and when authorized by our Board of Directors and declared by us out of assets legally available therefor. Shares of our common stock have no conversion, exchange, preemptive or redemption rights. In the event of a liquidation, dissolution or winding up of Hercules each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote for each share held on all matters submitted to a vote of our stockholders, including the election of directors. The Except as provided with respect to any other class or series of stock, the holders of our common stock do not have any will possess exclusive voting power. There is no cumulative voting rights. Because in the election of this absence of cumulative votingdirectors, the which means that holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors have the power to will elect all of the directors standing our directors, and holders of less than a majority of such shares will be unable to elect any director. Title of Class Amount Authorized Amount Held by Company for electionits Account Amount Outstanding Common Stock, if they should so choose. Holders $0.001 par value per share 200,000,000 — 97,208,899 Preferred Stock Our charter authorizes our Board of our common Directors to classify and reclassify any unissued shares of stock are entitled to receive ratably any dividends that may be declared by our board into other classes or series of directors from time to time out of funds legally available for that purposestock, subject to any preferential dividend rights of any outstanding including preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event Prior to issuance of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (each class or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board the Board of directors may fix Directors is required by Maryland law and by our charter to set the rightsterms, preferences, privileges conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and restrictions terms or conditions of our authorized redemption for each class or series. Thus, the Board of Directors could authorize the issuance of shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund with terms and the number of shares constituting any series or the designation of such series, any or all of conditions which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of in control that might involve a premium price for holders of our company common stock or otherwise be in their best interest. You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other corporate actiondistribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Upon completion Certain matters under the 1940 Act require the separate vote of this offering, no shares the holders of any issued and outstanding preferred stock. We believe that the availability for issuance of preferred stock will be outstanding, provide us with increased flexibility in structuring future financings and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described belowacquisitions.

Description of Capital Stock. The following description of our common stock and preferred stock is a summary. It is not complete and is subject to and qualified in its entirety by our certificate of incorporation and first amended and restated bylaws, each of which is incorporated by reference into this prospectus. See the sections titled “Where You Can Find More Information” and “Information Incorporated by Reference.” As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 200,000,000 shares of common stock, par value $0.0001 0.001 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.0001 0.001 per share. As of August 1May 7, 20202019, 21,836,800 there were 2,831,356 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders Holders of our common stock are entitled to one vote for each share held in the election of directors and on all other matters submitted to a vote of our stockholders. The holders Cumulative voting of our shares of common stock do not have any cumulative voting rightsis prohibited. Because of this absence of cumulative votingAccordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to may elect all of the directors standing for election. Subject to the prior rights of the holders of any outstanding preferred stock, holders of common stock are entitled to receive dividends when, as and if they should so choosedeclared by our board of directors out of funds legally available therefor. Holders Upon the liquidation, dissolution or winding up of our company, the holders of common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event assets of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets company remaining after payment of all debts and other liabilities and any payment to holders of preferred stock if such preferred stock has an involuntary liquidation preference of any outstanding preferred over the common stock. All Holders of the common stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. As of March 31, 2019, there were approximately 227 holders of record of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject without any further notice to or action of the limitations imposed by Delaware lawstockholders, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized 10,000,000 shares of preferred stock in one or more series. Our board of directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series and authorize their issuance without the approval of our stockholders. These preferred stock, including without limitation authority to fix by resolution or resolutions the dividend rights, preferences, privileges and restrictions could include dividend rightsrate, conversion rights, voting rights, rights and terms of redemption, liquidation preferences, redemption (including sinking fund terms provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. The board of directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in our certificate of incorporation or the designation resolution of our board of directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, any or all then the shares constituting such decrease shall resume the status which they had prior to the adoption of which may be greater than the rights resolution originally fixing the number of our common stockshares of such series. As of the date of this prospectus, no such shares had been designated. The issuance of our preferred stock could adversely affect following briefly summarizes the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance material terms of preferred stock could have that we may offer, other than pricing and related terms disclosed in a prospectus supplement. You should read the effect particular terms of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares any series of preferred stock that we offer which we will describe in more detail in the applicable prospectus supplement relating to such series. You should also read the more detailed provisions of our certificate of incorporation and the statement with respect to shares relating to each particular series of preferred stock for provisions that may be important to you. The statement with respect to shares relating to each particular series of preferred stock offered by the applicable prospectus supplement and this prospectus will be outstanding, and we have no present plans filed as an exhibit to issue a document incorporated by reference in the prospectus. The prospectus supplement will also state whether any shares of the terms summarized below do not apply to the series of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described belowstock being offered.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 19, 20202019, 21,836,800 18,486,137 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. All Registration Rights We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of the outstanding shares of our common stock. For purposes of the below description, we refer to these shares as well as “registrable securities.” The registration rights provisions of the investors’ rights agreement provide any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation holders of such seriesrights with demand, any or all of which may be greater than the piggyback and Form S-3 registration rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. As Our Restated Certificate of the date of this prospectus, our certificate of incorporation authorizes us Incorporation provides that we are authorized to issue 50,000,000 100,000,000 shares of capital stock. Our authorized capital stock is comprised of 90,000,000 shares of common stock, $0.001 par value $0.0001 per share, and 1,000,000 10,000,000 shares of serial preferred stock, par value $0.0001 0.001 per share. As of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following description is a summary description of the material terms of our capital stock is based on the and certain provisions of our Restated Certificate of Incorporation, as amended, or our Certificate, as well as our Incorporation and Amended and Restated Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference description does not purport to the applicable provisions of our Certificate, Bylaws and the DGCLbe complete. For information on how to you can obtain copies our Restated Certificate of our Certificate Incorporation and Amended and Restated Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “"Where You Can Find More Information.” " Common Stock We are authorized to issue up to 90,000,000 shares of our common stock, par value $0.001 per share. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our the stockholders. The holders of our common stock Our stockholders do not have any cumulative voting rightsrights in the election of directors. Because of this absence of cumulative votingAccordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power voting are able to elect all of our directors. Subject to preferences that may apply to any then outstanding shares of preferred stock, the directors standing for election, if they should so choose. Holders holders of outstanding shares of our common stock are entitled to receive ratably any dividends out of assets legally available for distribution at the times and in the amounts, if any, that our Board of Directors may be declared by our board of directors determine from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionstime. In the event of our liquidation, dissolution or winding up, subject to the rights of each series of our preferred stock, which may, from time to time come into existence, holders of our common stock will be are entitled to share ratably in all of our assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stockwe pay our liabilities. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders Holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company no preemptive or other corporate actionsubscription or conversion rights. Upon completion of this offering, Our common stock is not redeemable and there are no shares of preferred stock will be outstanding, and we have no present plans sinking fund provisions applicable to issue any shares of preferred our common stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 Our authorized capital is 150,000,000 shares of common stock, par value $0.0001 0.001 per share, and 1,000,000 500,000 shares of blank check preferred stock, par value $0.0001 0.001 per share. As of August 1At February 10, 20202021, 21,836,800 there were 118,513,403 shares of common stock were outstanding and no shares of preferred stock were issued and outstanding. The following summary description Common stock Holders of our capital stock is based on the provisions shares of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders of our common stock are entitled to one vote for each share held on all matters submitted to be voted on by the stockholders. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a vote liquidation, dissolution or winding up of our stockholders. The company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Commencing with our 2008 annual meeting, our directors were divided into three classes and designated Class I, Class II and Class III. Directors may be assigned to each class in accordance with a resolution or resolutions adopted by the board of directors. Directors are elected for a full term of three years. Holders of common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, which means that the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors have the power to can elect all of the directors then standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In and the event of our liquidation, dissolution or winding up, holders of our common stock the remaining shares will not be entitled able to share ratably in all assets remaining after payment of all debts and other liabilities and elect any liquidation preference of any outstanding preferred stockdirectors. All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. Under Nevada law, our stockholders generally are not liable for our debts and obligations. There are no restrictions on the alienability of our common stock and there are no provisions discriminating against holders of a substantial amount of securities. Preferred Stock Our stock The board of directors is authorized, subject authorized to provide for the limitations imposed by Delaware law, to issue up to 1,000,000 shares issuance of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without and, by filing an amendment pursuant to the approval applicable laws of our stockholders. These rightsNevada, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and to establish from time to time the number of shares constituting any series or the designation of to be included in each such series, any or all of which may be greater than and to fix the designation, powers, preferences and rights of our common stockthe shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders. The issuance Any shares of our preferred stock could adversely affect so issued would have priority over the voting power of holders of our common stock and the likelihood that such holders will receive with respect to dividend payments and payments upon liquidationor liquidation rights. In addition, the Any future issuance of preferred stock could may have the effect of delaying, deferring or preventing a change of in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. In addition, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the board of directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the board of directors could act in a manner that would discourage an acquisition attempt or other corporate actiontransaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. Upon completion The board of this offeringdirectors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, no unless otherwise required by law or stock exchange rules. Options and restricted stock units At February 11, 2021, awards for 4,286,167 shares of our common stock were outstanding, including 9,500shares of our common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $0.56 per share and 4,276,667 shares of our common stock underlying outstanding restricted stock units. Transfer agent The transfer agent and registrar for our common stock is Colonial Stock Transfer Company, 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000, and its telephone number is (000) 000-0000. The transfer agent and registrar for any series or class of preferred stock will be outstandingset forth in the applicable prospectus supplement. NYSE American LLC listing Our common stock is listed on the NYSE American LLC under the symbol “INUV.” 6 Anti-Takeover Effects of Various Provisions of Nevada Law and Our Amended and Restated Articles of Incorporation, as amended, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, as described belowAmended and Restated By- Laws.

Description of Capital Stock. As This section describes the general terms and provisions of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of our common stock, par value $0.0001 0.001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 0.001 per share. As This description is only a summary. Our amended and restated certificate of August 1, 2020, 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporationincorporation, as amended, or amended and our Certificate, amended and restated bylaws have been filed as well as exhibits to our Bylaws, and periodic reports filed with the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and BylawsSEC, which are exhibits to the registration statement incorporated by reference in this prospectus. You should read our amended and restated certificate of which this prospectus is a partincorporation and our amended and restated bylaws for additional information before you buy any of our common stock, see preferred stock or other securities. See “Where You Can Find More Information.” Common Stock The holders We are authorized to issue 100,000,000 shares of our common stock. As of September 30, 2020, there were 4,591,415 shares of common stock are issued and outstanding. Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of our stockholders. The holders of our common stock do We have not have any provided for cumulative voting rightsfor the election of directors in our amended and restated certificate of incorporation, as amended. Because of this absence of cumulative voting, This means that the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to voted can elect all of the directors then standing for election. Subject to preferences that may apply to shares of preferred stock outstanding at the time, if they should so choose. Holders the holders of outstanding shares of our common stock are entitled to receive ratably any dividends out of assets legally available at the times and in the amounts that may be declared by our board of directors may determine from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stocktime. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of Upon our liquidation, dissolution or winding winding-up, the holders of our common stock will be are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any the liquidation preference preferences of any outstanding preferred stock. All Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the outstanding shares of our common stock, as well as any . All outstanding shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessablenonassessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, We are authorized to issue up to 1,000,000 5,000,000 shares of preferred stock, par value $0.0001 per share1,959 shares of which were issued and outstanding as of September 30, 2020. Of this amount, (i) 13,500 shares have been designated Series A 3.6% Convertible Preferred Stock, 0 shares of which are outstanding, (ii) 10,000 shares have been designated Series B Convertible Preferred Stock, 1,016 shares of which are outstanding, and (iii) 7,000 shares have been designated Series C Convertible Preferred Stock, 938 shares of which are outstanding. We may issue additional shares of preferred stock, in one or more series, without stockholder approval. Our with such designations, powers, preferences and other rights and qualifications, limitations or restrictions as our board of directors may fix the rightsauthorize, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of further action by our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms including: • the distinctive designation of redemption, liquidation preferences, sinking fund terms each series and the number of shares constituting any that will constitute the series; • the voting rights, if any, of shares of the series or and the designation terms and conditions of such the voting rights; • the dividend rate on the shares of the series, the dates on which dividends are payable, any restriction, limitation or all condition upon the payment of dividends, whether dividends will be cumulative, and the dates from and after which dividends shall accumulate; • the prices at which, and the terms and conditions on which, the shares of the series may be greater than redeemed, if the shares are redeemable; • the terms and conditions of a sinking or purchase fund for the purchase or redemption of shares of the series, if such a fund is provided; • any preferential amount payable upon shares of the series in the event of the liquidation, dissolution or winding up of, or upon the distribution of any of our assets; and • the prices or rates of conversion or exchange at which, and the terms and conditions on which, the shares of the series may be converted or exchanged into other securities, if the shares are convertible or exchangeable. The particular terms of any additional series of preferred stock, and the transfer agent and registrar for that series, will be described in a prospectus supplement. Any material United States federal income tax consequences and other special considerations with respect to any preferred stock offered under this prospectus will also be described in the applicable prospectus supplement. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or adversely affect the rights and powers, including voting rights, of the holders of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock. Antitakeover Provisions Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring in control of our company, as described belowwhich could depress the market price of our common stock.

Description of Capital Stock. As The following description of our capital stock and provisions of our articles of incorporation, bylaws and the date Pennsylvania Business Corporation law are summaries and are qualified in their entirety by reference to the articles of incorporation and the bylaws. We have filed copies of these documents with the SEC as exhibits to our registration statement, of which this prospectusprospectus supplement forms a part. Pursuant to our Second Amended and Restated Articles of Incorporation, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 shares of common stock, par value of $0.0001 0.01 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.0001 0.01 per share, to be designated from time to time by our board of directors. Common Stock As of August 1December 28, 20202017, 21,836,800 there were 19,127,435 shares of our common stock were outstanding issued and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders shareholders, including the election of our common stock directors, and do not have any cumulative voting rights. Because of this absence of cumulative votingAccordingly, the holders of a majority of the outstanding shares of common stock entitled to vote in person or represented by proxies in any election of directors have the power to can elect all of the directors standing for election, if they should so choose, other than any directors that holders of any preferred stock that we may issue may be entitled to elect. Holders Subject to preferences that may be applicable to any then-outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably any dividends that may be when, as, and if declared by our board of directors from time to time out of funds legally available for that purposetherefor, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution dissolution, or winding up, holders of our common stock will be entitled to share ratably in all receive the net assets remaining of our company available after payment the payments of all debts and other liabilities and any liquidation preference subject to the prior rights of the holders of any then-outstanding shares of preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All of the outstanding shares of our common stockstock are, as well as any shares of and the common stock issuable to be outstanding upon the conversion completion of any securities convertible into our common stockthis offering will be, are (or will be upon issuance) duly authorized, validly issued, fully paid and non-assessable. The rights and privileges of the holders of the common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Preferred Stock Our board of directors is authorizedhas the authority, subject to the limitations imposed without further action by Delaware lawour shareholders, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized 10,000,000 shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rightsseries, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and to establish from time to time the number of shares constituting any series or the designation of to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or all restrictions thereon, and to increase or decrease the number of which shares of any such series, but not below the number of shares of such series then outstanding. Our board of directors may be greater than authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock stock, while providing flexibility in connection with possible acquisitions and the likelihood that such holders will receive dividend payments and payments upon liquidation. In additionother corporate purposes, the issuance of preferred stock could could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of control the common stock and the voting and other rights of the holders of our company or other corporate actioncommon stock. Upon completion of this offering, no shares of preferred stock will be outstanding, and we We have no present current plans to issue any shares of preferred stock. Antitakeover Common Stock Warrants We issued to the representatives of the underwriters in our initial public offering, or IPO, warrants to purchase up to 150,000 shares of our common stock, with a per share exercise price equal to $12.00, or 150% of the public offering price, or IPO warrants, of which 140,000 are currently outstanding. The IPO warrants are exercisable by the underwriters at any time, in whole or in part, during the four-year period commencing one year after the closing of our IPO. In connection with our acquisition of IV meloxicam and our CDMO business from Alkermes, we issued to Alkermes a seven-year warrant to purchase an aggregate of 350,000 shares of our common stock, with an exercise price of $19.46 per share. We issued to OrbiMed Royalty Opportunities, II, LP, or OrbiMed, the lender under our former senior secured credit facility, a seven-year warrant to purchase an aggregate of 294,928 shares of our common stock, with an exercise price of $3.28 per share, subject to certain adjustments. In addition, in connection with the Refinancing we issued to each of Athyrium Opportunities III Acquisition LP and its affiliate, Athyrium Opportunities II Acquisition LP seven-year warrants to purchase an aggregate of 348,664 shares of our common stock, with an exercise price of $8.6043, per share, subject to certain adjustments. We also granted “piggyback” registration rights to each of Athyrium Opportunities III Acquisition LP and its affiliate, Athyrium Opportunities II Acquisition LP to register the common stock subject to such warrants in the event we file a registration statement with the SEC under the Securities Act covering our equity securities, subject to the terms and conditions included in the warrants. Anti-Takeover Effects of Pennsylvania Law and Our Articles of Incorporation and Bylaws Pennsylvania Anti-Takeover Law Provisions Certain of the Pennsylvania Business Corporation Law of 1988, or the PBCL, applicable to us provide, among other things, that: • we may not engage in a business combination with an “interested shareholder,” generally defined as a holder of 20% of a corporation’s voting stock, during the five-year period after the interested shareholder became such except under certain specified circumstances; • holders of our common stock may object to a “control transaction” involving us (a control transaction is defined as the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of a corporation), and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group”; • holders of “control shares” will not be entitled to voting rights with respect to any shares in excess of specified thresholds, including 20% voting control, until the voting rights associated with such shares are restored by the affirmative vote of a majority of disinterested shares and the outstanding voting shares of the Company; and • any “profit,” as defined, realized by any person or group who is or was a “controlling person or group” with respect to us from the disposition of any equity securities of within 18 months after the person or group became a “controlling person or group” shall belong to and be recoverable by us. Pennsylvania-chartered corporations may exempt themselves from these and other anti-takeover provisions. Our articles of incorporation do not provide for exemption from the applicability of these or other anti-takeover provisions of Delaware law, our Certificate and/or our Bylaws in the PBCL. The provisions noted above may have the effect of delayingdiscouraging a future takeover attempt that is not approved by our board of directors but which individual shareholders may consider to be in their best interests or in which shareholders may receive a substantial premium for their shares over the then current market price. As a result, deferring or discouraging another person from acquiring control shareholders who might wish to participate in such a transaction may not have an opportunity to do so. The provisions may make the removal of our companyboard of directors or management more difficult. Furthermore, as described belowsuch provisions could result our company being deemed less attractive to a potential acquiror and/or could result in our shareholders receiving a lesser amount of consideration for their shares of our common stock than otherwise could have been available either in the market generally and/or in a takeover.

Description of Capital Stock. As The following description of our capital stock is not complete and may not contain all the date of this prospectusinformation you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our certificate Certificate of incorporation authorizes us to issue 50,000,000 Incorporation and Bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation by Reference.” Our authorized capital stock consists of 75,000,000 shares of common stock, par value of $0.0001 0.00001 per share, and 1,000,000 shares of preferred stock, par value of $0.0001 0.001 per share. As of August 1September 30, 2020, 21,836,800 there were 4,501,271 shares of our common stock were issued and outstanding and held by 852 holders of record. We currently have no shares of preferred stock were issued and outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” Common Stock The holders Each share of our common stock are entitled entitles its holder to one vote for in the election of each share held director and on all other matters submitted to a vote of voted on generally by our stockholders. The holders No share of our common stock do not have affords any cumulative voting rights. Because of this absence of cumulative voting, This means that the holders of a majority of the voting power of the shares of common stock entitled to vote in any voting for the election of directors have the power to can elect all of the directors standing for election, to be elected if they should so choosechoose to do so. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably dividends in all assets remaining after such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of all debts dividends. We currently do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including: ● general business conditions; ● industry practice; ● our financial condition and performance; ● our future prospects; ● our cash needs and capital investment plans; ● our obligations to holders of any preferred stock we may issue; ● income tax consequences; and ● the restrictions Delaware and other liabilities applicable laws and any liquidation preference of any outstanding preferred stockour credit arrangements may impose, from time to time. All of If we liquidate or dissolve our business, the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. Preferred Stock Our board of directors is authorized, subject to the limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control all series of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plans to issue any shares of outstanding preferred stock, if any, receive their liquidation preferences in full. Antitakeover Provisions Certain provisions Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of Delaware law, our Certificate and/or our Bylaws may have the effect of delaying, deferring any sinking or discouraging another person from acquiring control of our company, as described belowrepurchase fund.