Common use of EXPERTS Clause in Contracts

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownThe consolidated financial statements, PCand the related financial statement schedule, our incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of the Company’s internal control over financial reporting have been audited by KPMG LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth stated in their reports, which are incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Those consolidated financial statements are and financial statement schedule have been so incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the reports of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public over the Internet at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a You may also access the information we file electronically with the SEC through our website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through Please note that our website does not constitute a part of and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus., except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Report on Form 10-Q for the quarter ended May 28, 2022, filed with the SEC on June 29, 2022; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on May 27, 2022, June 29, 2022 and July 15, 2022; and • the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You may request a copy of these filings at no cost, by writing or calling us at the following address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Investor Relations. Fees to be Paid Equity Common Stock, par value $0.01 per share(1) 457(r) 12,000,000 $9.88 $118,560,000 .0000927 $10,990.51

EXPERTS. WithumSmith+BrownThe financial statements of BlackSky Technology Inc., PCincorporated by reference in this prospectus, our have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth stated in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statementreport. Our consolidated Such financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reportsupon the report of such firm, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is ▇▇▇▇▇.▇▇▇.▇▇▇▇ that contains reports, proxy and information statements, and other information about issuers, like us, that file electronically with the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. We make available, free of charge, on our investor relations website at ▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. Information contained in or accessible through on our website does is not constitute a part of this prospectus and is not or incorporated by reference into this prospectusprospectus and the inclusion of our website and investor relations website addresses in this prospectus is an inactive textual reference only. This prospectus and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus by reference from Xenetic Biosciences, Inc.’s and subsidiaries’ Annual Report on Form 10-K for the year ended December 31, 2023 as set forth amended, have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their reportsreport, which are incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are have been so incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the report of such firm given on upon their authority as experts in accounting and auditing. This We have filed a registration statement, of which this prospectus is part of a registration statement on Form S-3 we filed with part, covering the securities offered hereby. As allowed by SEC under the Securities Act. This rules, this prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statementthereto. For further information with respect to us and the securities we are offering under this prospectus, we We refer you to the registration statement and the exhibits and schedules filed as a part thereto for further information. This prospectus is qualified in its entirety by such other information. Copies of the registration statement. You should rely only on , including the information contained in this prospectus or incorporated by reference. Neither we nor any agentexhibits and schedules to the registration statement, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer may be examined without charge at the public reference room of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The address Information about the operation of the public reference room may be obtained by calling the SEC at 1-800- SEC-0330. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you on the SEC’s website is at ▇▇▇.▇▇▇.▇▇▇. We file reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Those reports, proxy statements and other information are available for inspection and copying at the Public Reference Room and on the SEC’s website referred to above. We maintain a website at on the Internet with the address ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through We are not incorporating by reference into this prospectus the information on our website, and you should not consider our website does not constitute to be a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are 2019 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇the report (which contains an explanatory paragraph relating to the Company’s requirement for additional financing to fund future operations as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, PC’s reportsan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus or incorporated by referencereference herein or therein. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectusprospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. Surface Oncology, Inc. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through We have included our website does not constitute a part of address in this prospectus and is not incorporated by reference into this prospectussupplement solely as an inactive textual reference.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in our the Report of Management on Internal Controls over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are 2018 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇the report of PricewaterhouseCoopers LLP, PC’s reportsan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationaccounting. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We a public company and file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are also available to the public at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a also make available free of charge through our website at our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as well as our definitive proxy statement and Section 16 reports on Forms 3, 4 and 5. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in However, the information located on, or accessible through from, our website does is not, and shall not constitute be deemed to be, except as described below, a part of this prospectus or any accompanying prospectus supplement or incorporated into any other filings that we make with the SEC. This prospectus comprises only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and, therefore, omits some of the information contained in the registration statement. We have also filed exhibits and is not incorporated by reference into schedules to the registration statement which are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect or obtain a copy of the registration statement, including the exhibits and schedules, as described in the previous paragraph.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are 2021 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇the report of PricewaterhouseCoopers LLP, PC’s reportsan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities ActAct with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth included in the registration statement and the exhibits to the registration statement. For further information with respect pertaining to us and the securities our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the registration statement and the exhibits and schedules filed as a part copy of the registration statementcontract or document that has been filed. You should rely only on the information contained Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or incorporated document filed as an exhibit is qualified in all respects by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationthe filed exhibit. We are not making an offer of these securities in any state where subject to the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless informational requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act and file annual, quarterly and current reports, proxy statements reports and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically Our filings with the SEC are available to the public on the SEC, including our company. The address of the SEC ’s website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through The information on our website does web site, however, is not, and should not constitute be deemed to be, a part of this prospectus supplement and is not incorporated by reference into this accompanying prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in this prospectus by reference from our Annual Report on Form 10-K for the years ended December 31, 2020 and 2019, and for each of the years in the period ended December 31, 2020, have been so incorporated in reliance on the report of ▇▇▇▇▇▇, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Enertec, as of December 31, 2020 and December 31, 2019, and for the year ended December 31, 2023 as set forth in their reports, which are 2020 incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are have been so incorporated by reference in reliance on WithumSmith+the report of BDO ▇▇▇ ▇▇▇▇, PC’s reportsan independent registered public accounting firm, incorporated herein by reference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is supplement and the accompanying prospectus are part of a the registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does , and do not contain all of the information set forth in the registration statement statement. Whenever a reference is made in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents, the reference may not be complete, and you should refer to the exhibits to the registration statement. For further information with respect to us and the securities we that are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statementstatement or the exhibits to the reports or other documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other document. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless may inspect a copy of the time of delivery of this prospectus registration statement, including the exhibits and schedules, without charge, at the SEC's public reference room mentioned below, or any sale obtain a copy from the SEC upon payment of the securities offered fees prescribed by this prospectusthe SEC. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reportsYou may read, proxy without charge, and information statements and other information regarding issuers that copy the documents we file electronically with at the SEC’s public reference rooms in Washington, including our companyD.C. at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The address You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownThe financial statements of the Registrant as of and for the year ended December 30, PC2023, our incorporated by reference in this prospectus, have been audited by Hudgens, LLC, an independent registered public accounting firm, has audited our as stated in its report incorporated by reference herein, and have been incorporated in reliance upon the authority of such firm as experts in accounting and auditing. This report on the consolidated financial statements included in our Annual Report on Form 10-K contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. The consolidated financial statements of the Registrant as of and for the year ended December 31, 2023 as set forth in their reports2022, which are incorporated by reference in this prospectus and elsewhere prospectus, have been audited by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLC, an independent registered public accounting firm, as stated in the registration statementtheir report. Our Such consolidated financial statements are incorporated by reference herein, and have been incorporated in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the firm given on their authority as experts in accounting and auditing. This prospectus is part of report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a registration statement on Form S-3 we filed with the SEC under the Securities Actgoing concern. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as Prospectus Supplement constitutes a part of the registration statementRegistration Statement. As permitted by the SEC’s rules, this Prospectus Supplement and the Base Prospectus, which form a part of the Registration Statement, do not contain all the information that is included in the Registration Statement and its exhibits. You should rely only on will find additional information about us in the information contained Registration Statement and its exhibits. Any statements made in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We Prospectus Supplement concerning legal documents are not making an offer necessarily complete and you should read the documents that are filed as exhibits to the Registration Statement or otherwise filed by us with the SEC for a more complete understanding of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus such documents or any sale of the securities offered by this prospectusmatter. We file annual, quarterly quarterly, and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public at no cost from the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a Our corporate website at is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through The information on our corporate website does not constitute a part of this prospectus and is not incorporated by reference into in this prospectusProspectus Supplement, the Base Prospectus, or any other prospectus supplement that we file, and you should not consider it a part of this Prospectus Supplement, the Base Prospectus or any other such prospectus supplement.

EXPERTS. WithumSmith+BrownThe financial statements of Rocket Lab USA, PCInc. incorporated by reference in this Prospectus, our and the effectiveness of Rocket Lab USA, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth stated in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated Such financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reportsupon the reports of such firm, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website an Internet site that contains reports, proxy and information statements statements, and other information regarding issuers that file electronically with us. Our SEC filings are available to the public over the Internet at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information Our website and the information contained in or accessible through connected to our website does is not constitute a part of this prospectus or any prospectus supplement and is not incorporated by reference into in this prospectusprospectus or any prospectus supplement. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act with respect to the securities offered by this prospectus and the applicable prospectus supplement. This prospectus and the applicable prospectus supplement do not contain all of the information set forth in the registration statement and its exhibits and schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities being offered by this prospectus and the applicable prospectus supplement, you should read the registration statement of which this prospectus is a part, including its exhibits and schedules. Statements contained in this prospectus and the applicable prospectus supplement, including documents that we have incorporated by reference, as to the contents of any contract or other document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s ▇▇▇▇▇ database or our website.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2020, as set forth in their reportsreport (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which are is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reportsreport, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website ▇▇▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SECregistrants. Our SEC filings, including our company. The address of registration statement and the exhibits and schedules thereto, are available on the SEC website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of SpringWorks Therapeutics, Inc. appearing in our the SpringWorks Therapeutics, Inc.’s Annual Report on (Form 10-K K) for the year ended December 31, 2023 2023, and the effectiveness of SpringWorks Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2023, have been audited by ▇▇▇▇▇ & ▇▇▇▇▇ LLP, independent registered public accounting firm, as set forth in their reportsreports thereon included therein, which are and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our consolidated Such financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference herein in reliance on WithumSmith+upon the reports of ▇▇▇▇▇ & ▇, PC’s reports, ▇▇▇▇ LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities ActAct with respect to the securities offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and accompanying prospectus, filed as part of a registration statement, does not contain all of the information set forth in the registration statement and the its exhibits to the registration statementand schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities we are offering under being offered by this prospectus supplement and the accompanying prospectus, you should read the registration statement, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying prospectus, including documents that we refer you have incorporated by reference, as to the contents of any contract or other document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement and or any other such document, each such statement is qualified in all respects by reference to the exhibits and schedules filed as a part corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement. You should rely only on statement and its exhibits via the information contained in this prospectus SEC’s ▇▇▇▇▇ database or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusour website. We file annual, quarterly and current reports, proxy statements and other information documents with the SECSEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers issuers, including us, that file electronically with the SEC, including our company. The address of You may obtain documents that we file with the SEC website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a also make these documents available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information Our website and the information contained in or accessible through connected to our website does not constitute a part of this prospectus and is not incorporated by reference into in this prospectusprospectus supplement, and you should not consider it part of this prospectus supplement.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public over the Internet at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, can also be accessed free of charge on our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇ under “Investors — Financial Information — SEC Filings.” These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We have filed with the SEC a registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the documents referred to below under “Incorporation by Reference” are also available on our website, ▇▇▇.▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is We have not incorporated by reference into this prospectus the information on, or that can be accessed through, our website, and you should not consider it to be a part of this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included in our Annual Report on Form 10-K as of March 31, 2021 and 2020 and for the year years then ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statementRegistration Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. Our The report on the consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCcontains an explanatory paragraph regarding the Company’s reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits ability to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed continue as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationgoing concern. We are not making an offer of these securities in any state where subject to the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains You may read and copy these reports, proxy and information statements and other information regarding issuers that file electronically with at the SEC’s public reference facilities at ▇▇▇ ▇ ▇▇▇▇▇▇, including our company▇.▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. The address ▇▇▇▇▇. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the public reference facilities. SEC website is filings are also available at the SEC’s web site at ▇▇▇.▇▇▇.▇▇▇. This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, through which you can access our SEC filings. Information The website addresses referenced herein are not intended to function as hyperlinks, and the information contained in our website, the SEC’s website or accessible through our any other website does not constitute a part of this prospectus and referenced herein is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements of Calidi Biotherapeutics, Inc., as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023, included in our Calidi Biotherapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by ▇▇▇▇▇▇ LLP, independent registered public accounting firm, as set forth in their reportsreport thereon, which are includes an explanatory paragraph as to the Company’s ability to continue as a going concern, included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a We have filed our registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all Act of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus1933, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationmay be amended. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We also file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website You may read and copy any document that contains reports, proxy and information statements and other information regarding issuers that we file electronically with the SEC, including our companythe registration statement and the exhibits to the registration statement, at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇.▇. The address ▇▇▇▇▇. You may obtain further information on the operation of the Public Reference Room by calling the SEC website is at ▇-▇▇▇-▇▇▇-▇▇▇▇. Our SEC filings are also available to the public at the SEC’s web site at ▇▇▇.▇▇▇.▇▇▇. We maintain a website These documents may also be accessed on our web site at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through on our website does not constitute a part of this prospectus and web site is not incorporated by reference into this prospectus and you should not consider information contained on our web site to be part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31have been audited by Deloitte & Touche LLP, 2023 an independent registered public accounting firm, as set forth stated in their reportsreport, which are is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our consolidated Such financial statements are have been so incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference into this prospectus. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our companyFulgent. The address of the SEC website is ▇w ▇▇.▇▇▇.▇▇▇. We maintain a website at w ▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements as of and for the years ended December 31, 2021 and 2020, included in our Annual Report on Form 10-K for the year ended December 31, 2023 2021, have been audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., independent registered public accounting firm, as set forth in their reportsreport, which are and have been incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated herein by reference in reliance on WithumSmith+the report of ▇▇▇▇▇ ▇▇▇▇▇, PC’s reports▇▇ ▇▇▇▇▇▇ P.C., given on their the authority of such firm as experts in auditing and accounting and auditingin giving said reports. This prospectus is part of a registration statement on Form S-3 we filed with supplement and the SEC under the Securities Act. This accompanying prospectus does do not contain all of the information set forth in the this registration statement and the exhibits to this registration statement or the registration statementdocuments incorporated by reference herein and therein. For further information with respect to us and the securities that we are offering under this prospectusprospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statementstatement and the documents incorporated by reference herein and therein. You should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by referencereference herein or therein. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectushereby. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public over the Internet at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a make available, free of charge, through our investor relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The address for our website at is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through ▇ The contents on our website are not part of this prospectus supplement, and the reference to our website does not constitute a part of this prospectus and is not incorporated incorporation by reference into this prospectusprospectus supplement of the information contained at that site.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus supplement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are incorporated 2020 have been audited by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇▇ LLP, PC’s reportsan independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information The information contained in on, or accessible through that can be accessed through, our website does is not constitute a part of this prospectus and is not or incorporated by reference into this prospectusprospectus or any prospectus supplement. We have included our website address as an inactive textual reference only. This prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiary and the securities we are offering. Statements in this prospectus supplement and in the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are 2018 have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇the report (which contains an explanatory paragraph relating to the Company’s requirement for additional financing to fund future operations as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, PC’s reportsan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. Surface Oncology, Inc. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2022, as set forth in their reportsreport (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which are is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reportsreport, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website ▇▇▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SECregistrants. Our SEC filings, including our company. The address of registration statement and the exhibits and schedules thereto, are available on the SEC website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K 10‑K for the year ended December 31, 2023 2016 as set forth in their reportsreport, which are is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reportsreport, given on their authority as experts in accounting and auditing. The financial statements for the year ended December 31, 2014 incorporated in this Prospectus by reference to the Annual Report on Form 10‑K for the year ended December 31, 2014 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Actand Exchange Commission, or SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC‑0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our companyus. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of Flex Pharma, Inc. appearing in our Flex Pharma, Inc.’s Annual Report on (Form 10-K K) for the year ended December 31, 2023 2018, have been audited by ▇▇▇▇▇ & Young LLP, independent registered public accounting firm, as set forth in their reportsreport thereon, which are included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a the registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our companyFlex. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has The audited our consolidated financial statements included in our Annual Report on Form 10-K for and management’s assessment of the year ended December 31effectiveness of internal control over financial reporting of Sun Communities, 2023 as set forth in their reports, which are Inc. incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are statement of which this prospectus is a part have been so incorporated by reference in reliance on WithumSmith+upon the reports of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, PC’s reportsindependent registered public accountants, given on their upon the authority of said firm as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with We are subject to the SEC under the Securities Act. This prospectus does not contain all informational requirements of the information set forth Exchange Act, and, in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusaccordance therewith, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website an Internet site that contains reports, proxy and information statements statements, and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website that site is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a Additionally, we make these filings available, free of charge, through the “Investors & Media” section of our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Information contained The information on the website listed above, except as described in or accessible through our website does the section titled “Incorporation of Certain Documents by Reference” below, is not, and should not constitute a be, considered part of this prospectus and is not incorporated by reference into this document. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered in connection with this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding us and the securities, please refer to the registration statement and the documents filed or incorporated by reference as exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement and its exhibits from the SEC as indicated above or from us.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of Data Storage Corporation as of December 31, 2023 and 2022 and for each of the two years in our Annual Report on Form 10-K for the year period ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are statement of which this prospectus forms a part have been so incorporated by reference in reliance on WithumSmith+the report of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, PC’s reportsP.A., an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a website at Our SEC filings are also available on our website,▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information ▇ under the heading “SEC Filings.” The reference to our website is an inactive textual reference only, the information contained in or accessible in, and that can be accessed through our website does website, is not constitute incorporated into and is not a part of this prospectus and is not incorporated by reference into this prospectus. We make available on our website our SEC filings as soon as reasonably practicable after those reports are filed with the SEC.

EXPERTS. WithumSmith+BrownThe financial statements of Moleculin Biotech, Inc. as of December 31, 2015 and for the period from July 28, 2015 (inception) to December 31, 2015 incorporated by reference in this prospectus have been audited by GBH CPAs, PC, our an independent registered public accounting firm, has audited our consolidated as stated in their report appearing therein. Such financial statements have been so included in our Annual Report on Form 10-K reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The audited financial statements of Moleculin Biotech, Inc. as of December 31, 2016 and for the year then ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are statement have been incorporated by reference in reliance on WithumSmith+upon the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, PC’s reportsindependent registered public accountants, given on their upon the authority of said firm as experts in accounting and auditing. This prospectus is supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does Act and do not contain all of the information set forth or incorporated by reference in the registration statement and the exhibits to the registration statement. For further information with respect Whenever a reference is made in this prospectus supplement or the accompanying prospectus to us any of our contracts, agreements or other documents, the reference may not be complete and the securities we are offering under this prospectus, we you should refer you to the registration statement and the exhibits and schedules filed as that are a part of the registration statementstatement or the exhibits to the reports or other documents incorporated by reference into this prospectus supplement or the accompanying prospectus for a copy of such contract, agreement or other document. You should rely only on Because we are subject to the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless and reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy information filed by us with the SEC at the SEC’s public reference section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Information regarding the operation of the public reference section can be obtained by calling ▇-▇▇▇-▇▇▇-▇▇▇▇. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇ that contains reports, statements and other information about issuers, such as us, who file electronically with the SEC. The SEC allows us to “incorporate by reference” into this prospectus supplement the information in other documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We maintain incorporate by reference in this prospectus supplement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus supplement; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules: • Our Annual Report on Form 10-K for the year ended December 31, 2016 (filed on April 3, 2017); • Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 (filed on May 12, 2017) and June 30, 2017 (filed on August 11, 2017); • Our Current Reports on Form 8-K filed on February 9, 2017; February 23, 2017; March 14, 2017; March 22, 2017; April 17, 2017; May 19, 2017; May 31, 2017; June 27, 2017; June 30, 2017; July 12, 2017; July 27, 2017; August 25, 2017; and September 15, 2017; • Definitive Proxy Statement on Schedule 14A relating to the Company’s 2017 Annual Meeting of Stockholders (filed on April 28, 2017); and • the description of our common stock, par value $0.001 per share contained in our Registration Statement on Form 8-A, dated and filed with the SEC on April 28, 2016, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of this prospectus supplement and accompanying prospectus, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents. You may obtain a website copy of any or all of the documents referred to above, which may have been or may be incorporated by reference into this prospectus supplement, including exhibits, at no cost to you by writing or telephoning us at the following address: Attention: Corporate Secretary, ▇▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, telephone (▇▇▇) ▇▇▇-▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownThe consolidated financial statements of ▇▇▇▇▇ Life Sciences, PCInc. as of December 31, our 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus herein, and elsewhere in upon the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, given on their authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 consolidated financial statements refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting Standards Update 2016-02, Leases (Topic 842). This prospectus supplement is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus and does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and the accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus or incorporated by referencereference herein or therein. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectusprospectus supplement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company▇▇▇▇▇. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus supplement or the accompanying prospectus and is will not be deemed to be incorporated by reference into this prospectusreference.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2022, as set forth in their reportsreport, which are is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reportsreport, given on their authority as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement statement, of which it is a part, and the its exhibits to the registration statementand schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities we are offering under being offered by this prospectus, you should read the registration statement, including its exhibits and schedules. Statements contained in this prospectus, including documents that we refer you have incorporated by reference, as to the contents of any contract or other document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement and or any other such document, each such statement is qualified in all respects by reference to the exhibits and schedules filed as a part corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement. You should rely only on statement and its exhibits via the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationSEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that subject to the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless and periodic reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, and we file annual, quarterly and current reports, proxy statements and other information documents with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers issuers, including us, that file electronically with the SEC, including our company. The address of You may obtain documents that we file with the SEC website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a also make these documents available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.com. Information Our website and the information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into in this prospectus, and you should not consider it part of this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31have been audited by Deloitte & Touche LLP, 2023 an independent registered public accounting firm, as set forth stated in their reportsreport, which are is incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our consolidated Such financial statements are have been so incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus Act and does not contain all of the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement and or the exhibits to the registration statementreports or other documents incorporated by reference therein. For further information with respect to us and the securities common stock we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities common stock offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy You may read and information statements and other information regarding issuers that copy any document we file electronically with the SEC at the SEC’s public reference room at ▇▇▇ ▇ ▇▇▇▇▇▇, including our company▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇. The address of Please call the SEC website is at ▇.▇▇▇.▇▇▇.▇▇▇▇ for further information on the operation of the public reference room. We maintain a Our SEC filings are also available to the public at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownOur financial statements as of, PCand for each of the years ended, our December 31, 2020 and 2019 have been so included in reliance on the report of Hoberman & Lesser, LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this Prospectus Supplement given on the authority of such firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares offered hereby. This Prospectus Supplement, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our shares offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this Prospectus Supplement regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We are a reporting company and file annual, quarterly and current reports, proxy statements and other material with the SEC. You may read and copy our reports, proxy statements and other information, including the registration statement of which this Prospectus Supplement is a part at the Public Reference Room of the SEC, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇. ▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the public reference rooms by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is ▇▇▇.▇▇▇.▇▇▇. The SEC allows us to “incorporate by reference” information into this Prospectus Supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Prospectus Supplement, except for any information superseded by information in this Prospectus Supplement or any document that we file in the future with the SEC. This Prospectus Supplement incorporates by reference the documents set forth below that we have previously filed with the SEC and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portion of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) after the date of this Prospectus Supplement from their respective filing dates. These documents contain important information about us, our business and our finances. Annual Report on Form 10-K for the year ended December 31, 2023 as set forth 2020 Current Reports on Form 8-K April 5, 2021 Description of Common Shares contained in their reportsour Registration Statement on Form 8-A Description of 7.75% September 2025 notes contained in Registration Statement on Form 8-A Description of 7.125% June 2024 notes contained in Registration Statement on Form 8-A Description of 6.875% December 2024 notes contained in Registration Statement on Form 8-A At your request, either orally or in writing, we will provide you with a copy of any or all documents which are incorporated by reference in this prospectus and elsewhere in the registration statementreference. Our consolidated financial statements Such documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are specifically incorporated by reference in reliance on WithumSmith+into those documents. Requests should be addressed to Sachem Capital Corp., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, PC’s reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇ ▇.▇▇▇▇, Attention: Chief Financial Officer, telephone number (▇▇▇) ▇▇▇-▇▇▇▇. Information contained We may, from time to time, offer, in one or accessible through our website does not constitute more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities: • common shares, par value $0.001 per share; • preferred shares, par value $0.001 per share; • warrants to purchase common shares or preferred shares; • debt securities; • guarantees of debt securities; or • units consisting of two or more of the classes of securities listed above. We refer to the common shares, preferred shares, warrants, debt securities and units collectively as the “Securities” in this base prospectus. This base prospectus describes some of the general terms that may apply to the Securities and the general manner in which they may be offered. The specific terms of any Securities to be offered, and the specific manner in which they may be offered will be set forth in the applicable prospectus supplement. The prospectus supplement will also contain information, where applicable, about the material federal income tax considerations relating to, and any listing on a part of securities exchange of, the Securities covered by such prospectus supplement. It is important that you read both this base prospectus and is not incorporated by reference into the applicable prospectus supplement before you invest in the Securities. The Securities may be offered and sold to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The prospectus supplement will describe the terms of the plan of distribution and set forth the names of any agents, dealers or underwriters involved in the sale of the securities. See “Plan of Distribution” beginning on page 58 for more information on this prospectustopic. No Securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of the Securities. Our common shares are listed on the NYSE American under the symbol “SACH.” On January 24, 2020, the closing sale price of the common shares on NYSE American was $4.34 per share. In addition, we have two series of five-year unsecured unsubordinated notes listed upon the NYSE American under the symbols “SCCB” and “SACC”. None of the other Securities are currently listed on any exchange or quoted on any other trading venue or system.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of Sonoma Pharmaceuticals, Inc. appearing in our Annual Report Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for the year ended December March 31, 2023 as set forth in their reports2023, which are incorporated filed on June 21, 2023, have been audited by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, PC’s reportsLLC, an independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers companies, such as ours, that file documents electronically with the SEC, including our company. The address of the SEC SEC’s website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our Our website does not constitute a part of this prospectus and content is not made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. WithumSmith+BrownThe consolidated financial statements of Annexon, PCInc. as of December 31, our 2023 and 2022, and for each of the years in the two-year period ended December 31, 2023, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus herein, and elsewhere in upon the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, given on their authority of such firm as experts in accounting and auditing. This prospectus is part of a the registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus Act and does not contain all of the information set forth in the registration statement statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits to the registration statement. For further information with respect to us and the securities we that are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on statement or the information contained in exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or incorporated by referenceother document. Neither we nor any agent, underwriter or dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public over the internet at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information The information contained in in, or accessible through that can be accessed through, our website does is not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are have been so incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+the report of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC’s reportsCertified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. This prospectus is supplement constitutes a part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This As permitted by the SEC’s rules, this prospectus does not contain all of the information set forth in the registration statement supplement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as which form a part of the registration statement, do not contain all the information that is included in the registration statement. You should rely only on will find additional information about us in the information contained registration statement. Any statements made in this prospectus supplement or incorporated by reference. Neither we nor any agent, underwriter accompanying prospectus concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or dealer has authorized anyone else to provide you otherwise filed with different informationthe SEC for a more complete understanding of the document or matter. We are not making an offer of these securities in any state where subject to the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless informational requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, and, in accordance with those requirements, file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains Such reports, proxy and information statements and other information regarding issuers that file electronically with information, as well as this registration statement and the SECexhibits and schedules thereto, including our company. The address of are available on the SEC website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a Copies of these documents may also be accessed on our website at http:// ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information Our internet website and the information contained in therein or accessible through our website does connected thereto are not constitute a part of incorporated into this prospectus and is not incorporated by reference into this prospectusor any amendment or supplement thereto.

EXPERTS. WithumSmith+BrownThe consolidated financial statements of ▇▇▇▇▇ Life Sciences, PCInc. as of December 31, our 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus herein, and elsewhere in upon the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, given on their authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2019 consolidated financial statements refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting Standards Update 2016-02, Leases (Topic 842). This prospectus is part of a the registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company▇▇▇▇▇. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included incorporated in our this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31dated March 4, 2023 as set forth in their reports, which are incorporated 2020 have been audited by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., PC’s reportsan independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth auditing ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C. has no interest in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained shares being registered in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationfiling. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We a public company and file annual, quarterly and current reports, proxy statements and other information with the SECSecurities and Exchange Commission (“SEC”).You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are also available to the public at the SEC, including our company. The address of the SEC website is ’s web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We In addition, we maintain a website at web site that contains information regarding our company, including copies of reports, proxy statements and other information we file with the SEC. The address of our web site is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information Except for the documents specifically incorporated by reference into this prospectus, information contained in on our website or accessible that can be accessed through our website does not constitute a part of this prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. This prospectus supplement and is the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not incorporated by reference into included in this prospectus supplement or the accompanying prospectus. A copy of the registration statement can be obtained at the address set forth above. You should read the registration statement for further information about us and these securities.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has The audited our consolidated financial statements of Oragenics, Inc. as of December 31, 2018 and 2017, and for the two-year period ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports2018, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated have been audited by reference in reliance on WithumSmith+▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., PC’s reportsan independent registered public accounting firm, as stated in their report dated March 29, 2019, which is incorporated by reference herein, and has been so incorporated in reliance upon the report of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference in this prospectus. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. ▇ Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into in this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of Sonoma Pharmaceuticals, Inc. appearing in our Annual Report Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for the year ended December March 31, 2023 2020, filed on July 10, 2020, have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their reportsreport included therein, which are and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any document we file with the SEC. The SEC also maintains a website web site that contains reports, proxy and information statements and other information regarding issuers companies, such as ours, that file documents electronically with the SEC, including our company. The address of the SEC SEC’s website is ▇▇▇.▇▇▇.▇▇▇. We The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our Our website does not constitute a part of this prospectus and content is not made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included in our Annual Report on Form 10-K of Albireo Pharma, Inc. at December 31, 2016, and for the year ended December 31then ended, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated statement of which this prospectus forms a part have been audited by reference in reliance on WithumSmith+▇▇▇▇▇ & Young LLP (United States), independent registered public accounting firm, and at December 31, 2015, and for the year then ended, by ▇▇▇▇▇ & Young LLP (United Kingdom), PC’s reportsindependent registered public accounting firm, as set forth in their respective reports thereon incorporated by reference herein, and are included in reliance upon such reports given on their the authority of such firms as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with We are subject to the SEC under the Securities Act. This prospectus does not contain all reporting requirements of the information set forth in the registration statement Exchange Act and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains You may read and copy these reports, proxy and information statements and other information regarding issuers that file electronically with at the SEC’s public reference facilities at ▇▇▇ ▇ ▇▇▇▇▇▇, including our company▇.▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. The address ▇▇▇▇▇. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the public reference facilities. SEC website is filings are also available at the SEC’s web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933, as amended, and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, through which you can access our SEC filings. Information contained in or accessible through The information set forth on our website does is not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PCOUM & Co. LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2020 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCOUM & Co. LLP’s reports, given on their authority as experts in accounting and auditing. This prospectus is part of a the registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown‌ Ernst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2017, as set forth in their reportsreport, which are is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reportsreport, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our companyTocagen. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+BrownThe consolidated financial statements as of March 31, PC2021 and 2020, our and for the years then ended incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, has audited our incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements included in our Annual Report on Form 10-K for contains an explanatory paragraph regarding the year ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCCompany’s reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits ability to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed continue as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different informationgoing concern. We are not making an offer of these securities in any state where subject to the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless reporting requirements of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains You may read and copy these reports, proxy and information statements and other information regarding issuers that file electronically with at the SEC’s public reference facilities at ▇▇▇ ▇ ▇▇▇▇▇▇, including our company▇.▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. The address ▇▇▇▇▇. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the public reference facilities. SEC website is filings are also available at the SEC’s web site at ▇▇▇.▇▇▇.▇▇▇. This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, through which you can access our SEC filings. Information The website addresses referenced herein are not intended to function as hyperlinks, and the information contained in our website, the SEC’s website or accessible through our any other website does not constitute a part of this prospectus and referenced herein is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included in our Annual Report on Form 10-K for the year ended as of December 31, 2023 as set forth in their reports2019 and 2018, which are and for the years then ended, incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are statement have been so incorporated by reference in reliance on WithumSmith+▇▇▇▇▇the report of BDO USA, PC’s reportsLLP, an independent registered public accounting firm, incorporated herein by reference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. The report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a website Additional information about Heat Biologics, Inc. is contained at our website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through on our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus. We make available on our website our SEC filings as soon as reasonably practicable after those reports are filed with the SEC. The following Corporate Governance documents are also posted on our website: Code of Ethics and the Charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board of Directors.

EXPERTS. WithumSmith+BrownThe consolidated financial statements, PCand the related financial statement schedule, our incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of the Company’s internal control over financial reporting have been audited by KPMG LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth stated in their reports, which are incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Those consolidated financial statements are and financial statement schedule have been so incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the reports of such firm given on upon their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public over the Internet at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a You may also access the information we file electronically with the SEC through our website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through Please note that our website does not constitute a part of and the SEC’s website are included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on our website and the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus, except as described in the following paragraph. We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022; • our Quarterly Reports on Form 10-Q for the quarters ended May 28, 2022, August 27, 2022 and November 26, 2022, filed with the SEC on June 29, 2022, September 30, 2022 and January 26, 2023, respectively; • portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 1, 2022 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC on February 17, 2022, March 25, 2022, May 27, 2022, June 29, 2022, July 15, 2022, August 31, 2022 (SEC Accession No. 0001193125-22-235268), August 31, 2022 (SEC Accession No. 0001193125-22-234603), September 1, 2022, September 6, 2022, October 18, 2022, October 26, 2022, October 28, 2022, November 2, 2022, November 9, 2022, November 14, 2022, November 16, 2022, November 17, 2022, November 21, 2022, December 6, 2022, December 20, 2022, December 23, 2022, January 5, 2023, January 19, 2023 and January 26, 2023 (in each case, other than information furnished under Items 2.02 and 7.01); and • the description of our common stock contained in our Registration Statement on Form 8-A (p) filed with the SEC on May 11, 1992, including any amendment or report filed with the SEC for the purpose of updating such description. You may request a copy of these filings at no cost, by writing or calling us at the following address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Investor Relations.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2022, as set forth in their reportsreport, which are is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PCErnst & Young LLP’s reportsreport, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference in this prospectus. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is at ▇▇▇.▇▇▇.▇▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. We maintain a Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇.▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into in this prospectus. We have included our website address as an inactive textual reference only.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual ourAnnual Report on Form 10-K for the year ended December 31, 2023 2017, and the effectiveness of our internal control over financial reporting as of December 31, 2017, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by referencereference into this prospectus. Neither we nor We have not authorized any agent, underwriter or dealer has authorized anyone else person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy You may read and information statements and other information regarding issuers that copy any document we file electronically with the SEC at the SEC's public reference room at ▇▇▇ ▇ ▇▇▇▇▇▇, including our company▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇. The address of Please call the SEC website is at ▇.▇▇▇.▇▇▇.▇▇▇▇ for further information on the operation of the public reference room. We maintain a Our SEC filings are also available to the public at the SEC's website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has The audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are statement have been so incorporated by reference in reliance on WithumSmith+the report of ▇▇▇▇▇▇ LLP, PC’s reportsindependent registered public accountants, given on their upon the authority of said firm as experts in accounting and auditing. This prospectus is part of We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities ActAct relating to securities offered by this prospectus. This prospectus prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and or the exhibits to the registration statementthereto. For further more information with respect to regarding us and the securities we are offering under offered by this prospectus, we refer you to the full registration statement and statement, including the exhibits filed therewith. This prospectus summarizes certain provisions of certain contracts and schedules other documents filed as a part exhibits to which we refer you. Because the summaries may not contain all of the information that you may find important, you should review the full text of those documents. You may access our SEC filings, including this registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with at the SEC. The SEC maintains a ’s website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is at ▇▇▇.▇▇▇.▇▇▇. We are subject to the information reporting requirements of the Exchange Act and file reports, proxy statements, and other information with the SEC. These reports, proxy statements and other information will be available for review at the SEC’s website referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained in on, or accessible through that can be accessed through, our website does not constitute a part of this prospectus, and the inclusion of our website address in this prospectus and is not incorporated by an inactive textual reference into this prospectusonly.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of Bird Global, Inc., appearing in our Bird Global, Inc.'s Annual Report on (Form 10-K K) for the year ended December 31, 2023 2022 have been audited by ▇▇▇▇▇ & ▇▇▇▇▇ LLP, predecessor independent registered public accounting firm, as set forth in their reportsreport thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 2 to the consolidated financial statements), which are included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus prospectus, or incorporated by referencereference in this prospectus. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇. Information The information contained in on, or accessible through through, our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus, and you should not consider any information contained in, or that can be accessed through, our website as part of this prospectus, or in deciding whether to purchase our securities.

EXPERTS. WithumSmith+BrownErnst & Young LLP, PC, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 2018, as set forth in their reportsreport, which are is incorporated by reference in this prospectus supplement and elsewhere in the registration statementstatement of which this prospectus forms a part. Our consolidated financial statements are are, and audited financial statements to be included in subsequently filed documents will be, incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reportsErnst & Young LLP's reports pertaining to such financial statements as of their respective dates, given on their authority as experts in accounting and auditing. This prospectus is supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the SEC under the Securities ActSEC. This prospectus does supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statementstatement or the documents incorporated by reference herein and therein. For further information with respect to us and the securities that we are offering under this prospectusprospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statementstatement and the documents incorporated by reference herein and therein. You should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by referencereference herein or therein. Neither we nor any agent, underwriter or dealer has We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectusprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectushereby. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is ▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our website does not constitute a part of this prospectus Securities and is not incorporated by reference into this prospectus.Exchange

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our The consolidated financial statements included of Sonoma Pharmaceuticals, Inc. appearing in our Annual Report Sonoma Pharmaceuticals, Inc.’s annual report on Form 10-K for the year ended December March 31, 2023 2021, filed on July 14, 2021, have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their reportsreport included therein, which are and incorporated herein by reference in this prospectus and elsewhere in the registration statementreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon such report given on their the authority of such firm as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers companies, such as ours, that file documents electronically with the SEC, including our company. The address of the SEC SEC’s website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities to be offered hereby. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website listed above. In addition to the foregoing, we maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through our Our website does not constitute a part of this prospectus and content is not made available for informational purposes only. It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. WithumSmith+Brown, PC, our independent registered public accounting firm, has audited our consolidated The financial statements included of Luminar Technologies, Inc. as of and for the years ended December 31, 2020 and 2019 incorporated by reference in our this prospectus by reference to Luminar Technologies, Inc.’s Annual Report on Form 10-–K for the year ended December 31, 2023 2020 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as set forth stated in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statementreport. Our consolidated Such financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reports, upon the report of such firm given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities ActSEC. This prospectus prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits to the registration statementand schedules thereto. For further information with respect to us the Company and the securities we are offering under this prospectusits securities, we refer you reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as a part to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. You should rely only on the information contained Each of these statements is qualified in all respects by this prospectus or incorporated by reference. Neither we nor any agentYou can read our SEC filings, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where including the offer is not permitted. You should not assume that registration statement, over the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with Internet at the SEC. The SEC maintains a ’s website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our company. The address of the SEC website is at ▇▇▇.▇▇▇.▇▇▇. We are subject to the information reporting requirements of the Exchange Act and we are required to file reports, proxy statements and other information with the SEC. These reports, proxy statements, and other information are available for inspection and copying at the SEC’s website referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained in on or accessible through our website does is not constitute a part of this prospectus, and the inclusion of our website address in this prospectus and is not incorporated by an inactive textual reference into this prospectusonly.

EXPERTS. WithumSmith+BrownThe financial statements of Luminar Technologies, PCInc. incorporated by reference in this prospectus, our and the effectiveness of Luminar Technologies, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as set forth stated in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated Such financial statements are incorporated by reference in reliance on WithumSmith+▇▇▇▇▇, PC’s reportsupon the reports of such firm, given on their authority as experts in accounting and auditing. This prospectus is part of a registration statement on Form S-3 we filed Certain attorneys with ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and certain funds affiliated with the SEC under the Securities Act. This prospectus does not contain all firm own and/or have an indirect interest in shares of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectusClass A common stock, we refer you to the registration statement and the exhibits and schedules filed as a part which represent less than 1% of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor any agent, underwriter or dealer has authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectusour Class A common stock. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with filings are available to the public free of charge at the SEC, including our company. The address of the SEC ’s website is at ▇▇▇.▇▇▇.▇▇▇. We maintain a Copies of certain information filed by us with the SEC are also available on the “Investors” page of our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained in or accessible through on our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement. We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You may review a copy of the registration statement through the SEC’s website, as provided above.