Common use of EXPERTS Clause in Contracts

EXPERTS. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 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 1 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. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements as of June 30Sonoma Pharmaceuticals, 2023 and for the year ended June 30Inc. appearing in Sonoma Pharmaceuticals, 2023 incorporated in this Prospectus by reference to the Annual Report Inc.’s annual report on Form 10-K for the year ended March 31, 2023, filed on June 3021, 2023 2023, 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 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLC, 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 the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings You may read and copy the registration statement and any document we file with the SEC. The SEC are available to also maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the public on SEC. The address of the SEC’s website at ▇▇▇▇://is ▇▇▇.▇▇▇.▇▇▇. 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 access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished 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. Those filings are also available In addition to the public onforegoing, or accessible through, our we maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Our website content is 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 ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information ▇ copies of our Annual Reports on our web siteForm 10-K, however, is not, Quarterly Reports on Form 10-Q and should not be deemed Current Reports on Form 8-K and any amendments to be, a part of this prospectus supplement and accompanying prospectussuch document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. The consolidated financial statements as of June 30, 2022 and for the year 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 (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 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 1 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. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain all of the information included set forth in the registration statementstatement and the exhibits and schedules thereto. For further information pertaining with respect to us the Company and our common stock we are offering under this prospectus supplement and the accompanying prospectusits Common Stock, you should refer reference is made to the registration statement and its exhibitsthe exhibits and any schedules filed therewith. Statements contained in this prospectus supplement and as to the accompanying prospectus concerning contents of any of our contracts, agreements contract or other documents document referred to are not necessarily complete. If a complete and in each instance, if such contract or document has been is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is being qualified in all respects by the filed exhibitsuch reference. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s maintains a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may , from which interested persons can electronically access these materials free of charge as soon as reasonably practicable after they are the registration statement, including the exhibits and any schedules thereto and which contains the periodic reports, proxy and information statements and other information that we file electronically filed with or furnished to the SEC. Those filings are We also available to the public on, or accessible through, our maintain an Internet website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, the following documents of 5E Advanced Materials, Inc. as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: Annual Reports on Form 10-K; proxy statements for our annual and special shareholder meetings; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; Forms 3, 4 and 5; Schedules 13G and Schedules 13D; and amendments to those documents. The information on contained on, or that may be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectusor the registration statement of which it forms a part.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated included in this Prospectus by reference to the our Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so incorporated 2022, as set forth in reliance on the report (their report, which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 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. The consolidated financial statements as of June 30, 2022 and for the year then ended is incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus have been so registration statement. Our financial statements are incorporated by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referenceErnst & Young LLP’s report, given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 S-3, including exhibits and schedules, under the Securities Act Act, with respect to, among other securities, to the shares of common stock offered by this prospectus supplement and accompanying prospectushereby. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibits. For further information with respect to us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus supplement and prospectus, including documents that we have incorporated by reference, regarding the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document that is filed or incorporated by reference as an exhibit to the registration statement are not necessarily complete. If a , and each such statement is qualified in all respects by reference to the full text of such contract or other document has been filed or incorporated by reference as an exhibit to the registration statement, we refer you . You should review the complete document to the copy evaluate these statements. You may obtain copies of the contract or document that has been filed. Each registration statement in this prospectus supplement and its exhibits via the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitSEC’s ▇▇▇▇▇ database. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including our company, that file electronically with the SEC. Our filings You may obtain documents that we file with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access We also make 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 documents available to the public on, or accessible through, on our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇.▇▇▇. Our website and the information contained or connected to our website is not incorporated by reference into this prospectus. The information contained in, or that can be accessed through, our website is not part of this prospectus. The prospectus included in this filing is part of a registration statement filed by us with the SEC. You may also request a copy of these filings, at no cost, by writing us at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements of Flux Power Holdings, Inc. as of June 30, 2023 2020 and 2019 and for each of the years in the two-year period ended June 30, 2023 2020 incorporated in this Prospectus prospectus by reference to from the Annual Report Flux Power Holdings, Inc. annual report on Form 10-K for the year ended June 30, 2023 2020 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇ ▇▇▇▇▇ US, LLP, (Squar ▇▇▇▇▇▇ LLP merged with ▇▇▇▇▇ ▇▇▇▇▇ US, LLP on November 1, 2020) an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the their report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firmthereon, incorporated herein by reference, given on and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority of said such firm as experts in auditing accounting and accounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectusauditing. This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 we filed with the Securities and Exchange Commission, or SEC, under the Securities Act, and do not contain all of the information included set forth in the registration statement. For further information pertaining to us and 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 Whenever a reference is made in this prospectus supplement and or the accompanying prospectus concerning to any of our contracts, agreements or other documents are documents, the reference may not necessarily be complete. If a contract or document has been filed as an exhibit , and you should refer to the exhibits that are a part of the registration statement, we refer you statement or the exhibits to the copy of the contract reports or document that has been filed. Each statement in other documents incorporated by reference into this prospectus supplement and the accompanying prospectus relating to for a contract copy of such contract, agreement or document filed as an exhibit is qualified in all respects other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference room mentioned below, or obtain a copy from the SEC upon payment of the fees prescribed by the filed exhibitSEC. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings with You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, DC. at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 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 on at no cost from the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The consolidated financial statements as of June 30Sonoma Pharmaceuticals, 2023 and for the year ended June 30Inc. appearing in Sonoma Pharmaceuticals, 2023 incorporated in this Prospectus by reference to the Annual Report Inc.’s annual report on Form 10-K for the year ended March 31, 2024, filed on June 3017, 2023 2024, 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 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLC, 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 the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC are available to the public on SEC. The address of the SEC’s website at is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. 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 access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished 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. Those filings are also available In addition to the public onforegoing, or accessible through, our we maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Our website content is 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 ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information ▇ copies of our Annual Reports on our web siteForm 10-K, however, is not, Quarterly Reports on Form 10-Q and should not be deemed Current Reports on Form 8-K and any amendments to be, a part of this prospectus supplement and accompanying prospectussuch document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.

EXPERTS. The financial statements audited consolidated balance sheet of New Harvest Capital Corporation as of June April 30, 2023 2005 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year ended June April 30, 2023 incorporated 2005 included in this Information Statement/ Proxy Statement/ Prospectus by reference to and elsewhere in the Annual Report on Form 10-K for the year ended June 30, 2023 registration statement have been so incorporated audited by J▇▇▇ ▇▇▇▇ & Co., P.A., independent auditors as indicated in their report with respect thereto, and are included herein 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 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on upon the authority of said firm as experts in auditing and accountinggiving such reports. The audited consolidated financial statements balance sheet of New Harvest Capital Corporation as of June April 30, 2022 2004 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year then ended incorporated by reference April 30, 2004 included in this prospectus supplement Information Statement/ Proxy Statement/ Prospectus and elsewhere in the accompanying prospectus registration statement have been so incorporated audited by G▇▇▇▇▇▇▇▇, G▇▇▇▇ K▇▇▇▇▇▇ LLP, independent certified public accountants as indicated in their report with respect thereto, and are included herein in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on upon the authority of said firm as experts in auditing giving such reports. The audited balance sheet of Azur International, Inc. as of December 31, 2004, and accountingthe related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended December 31, 2004 and 2003 included in this Information Statement/ Proxy Statement/ Prospectus have been audited by J▇▇▇ ▇▇▇▇ & Co., P.A., independent auditors, as stated in their report appearing herein, and are included in reliance upon the authority of said firm as experts in accounting and auditing. We have filed Harvest files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchanges Commission. You may read and copy any reports, statements or other information that we file with the Commission at the Public Reference Room of the SEC, 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ or by calling the SEC at (800) SEC-0330. These Commission filings are also available to the public from commercial document retrieval services and at the Internet World Wide Web site. The address of the SEC Website is h▇▇▇://▇▇▇.▇▇▇.▇▇▇. 74 Harvest has filed a registration statement on Form S-3 S-4 under the Securities Act with the Securities and Exchange Commission with respect to, among other securities, the shares of to Harvest’s common stock offered by this prospectus supplement and accompanying prospectusto be issued to Azur shareholders in the Share Exchange. This Information Statement/ Proxy Statement/ Prospectus constitutes the prospectus supplement and of Harvest filed as part of the accompanying prospectus do registration statement. This Information Statement/ Proxy Statement/ Prospectus does not contain all of the information included set forth in the registration statementstatement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. For further information pertaining to us and our common stock information, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement statement, including its exhibits and its exhibitsschedules. Statements contained in this prospectus Information Statement/ Proxy Statement/ Prospectus and any accompanying supplement and about the accompanying prospectus concerning provisions or contents of any of our contractscontract, agreements agreement or other documents document referred to are not necessarily complete. If a contract For each of these contracts, agreements or document has been documents filed as an exhibit to the registration statement, we refer you to the copy actual exhibit for a more complete description of the contract or document matters involved. You should not assume that has been filed. Each statement the information in this prospectus supplement and Information Statement/ Proxy Statement/ Prospectus is accurate as of any date other than the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by date on the filed exhibitfront of those documents. We are subject do not intend to the informational requirements of the Exchange Act and file annual, quarterly and current distribute annual reports and other or audited financial statements to our shareholders. This information with the SEC. Our may be found in our filings with the SEC are available Securities and Exchange Commission. THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH OR INCORPORATED INTO THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE OF THIS INFORMATION STATEMENT/ PROXY STATEMENT/ PROSPECTUS. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Harvest pursuant to the foregoing provisions or otherwise, Harvest has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public on the SEC’s website at policy as expressed in such act, and is therefore unenforceable. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 STATEMENTS OF OPERATIONS F-4 STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY F-5 STATEMENTS OF CASH FLOWS F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM B▇▇▇ & COMPANY, P.A. Certified Public Accountants 1▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇.▇ ▇▇▇▇ Coral Springs, Florida 33071 Board of Directors and Stockholders New Harvest Capital Corporation We have audited the accompanying balance sheet of New Harvest Capital Corporation as of April 30, 2005 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year than ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The information financial statements of New Harvest Capital Corporation as of April 30, 2004, were audited by other auditors whose report dated August 6, 2004, expressed an unqualified opinion on those statements. We conducted our web siteaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, howeveron a test basis, is notevidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Harvest Capital Corporation as of April 30, 2005 and should not be deemed to bethe results of their operations and their cash flows for the year than ended, a part of this prospectus supplement and accompanying prospectus.in conformity with U.S. generally accepted accounting principles. /s/ B▇▇▇ & COMPANY, P.A. Coral Springs, Florida July 12, 2005

EXPERTS. The consolidated financial statements of Applied Digital Corporation as of June 30May 31, 2023 and May 31, 2022 and for the year years ended June 30May 31, 2023 and 2022, incorporated in this Prospectus by reference to herein and elsewhere in the Annual Report on Form 10-K for the year ended June 30registration statement, 2023 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇▇, LLP, an independent registered public accounting firm, given on the as stated in their report, and have been incorporated herein by reference upon their authority of said firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock Common Stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all prospectus, which is part of the information included registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement securities, reference is made to our SEC filings and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and as to the accompanying contents or provisions of any documents referred to in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If , and in each instance where a contract or copy of the document has been filed as an exhibit to the registration statement, we refer you reference is made to the copy exhibit for a more complete description of the contract or document that has been filedmatters involved. Each statement in this prospectus supplement In addition, registration statements and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and certain other information with the SEC. Our filings made with the SEC electronically are publicly available to the public on through the SEC’s website at ▇▇▇▇://web site athttp://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically filed with or furnished to the SEC. Those filings We are also available subject to the public oninformation and periodic reporting requirements of the Exchange Act, or accessible throughand, our in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained in, or that can be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus. We have included our website address in this prospectus supplement and accompanying prospectussolely as an inactive textual reference.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated included in this Prospectus by reference to the our Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so incorporated 2023, as set forth in reliance on the their report (which contains an explanatory paragraph relating to the Company’s describing conditions that raise substantial doubt about our ability to continue as a going concern as described in Note 1 to the consolidated financial statements) of PricewaterhouseCoopers LLP), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended which is incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus have been so registration statement. Our financial statements are incorporated by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referenceErnst & Young LLP’s report, given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect toAct, among other securities, the shares of common stock offered by which this prospectus supplement forms a part. The rules and accompanying prospectus. This regulations of the SEC allow us to omit from this prospectus supplement and the accompanying prospectus do not contain all of the certain information included in the registration statement. For further information pertaining to about us and our common stock the securities we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules filed with the registration statement. Statements With respect to the statements contained in this prospectus supplement and regarding the accompanying prospectus concerning contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of our contractsthe agreement or document, agreements or other documents are not necessarily complete. If a contract or document copy of which has been filed as an exhibit to the registration statement, . Because we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational information and reporting requirements of the Exchange Act and Act, we file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials We make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after they are we electronically filed with file such material with, or furnished to furnish such material to, the SEC. Those filings are also available to Please note, however, that we have not incorporated any other information by reference from our website, other than the public on, or accessible through, our website documents listed under the heading “InvestorsIncorporation of Certain Information by Reference” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part page S-15 of this prospectus supplement and accompanying prospectus.supplement. In addition, you may request copies of these filings at no cost by writing or telephoning us at the following address or telephone number:

EXPERTS. The financial statements consolidated balance sheets of ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of June 30December 31, 2023 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the year ended June 30years then ended, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇▇▇▇▇▇▇ LLP, an independent registered public accounting firm, given as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority of said firm as experts in auditing and accounting. This prospectus is part of a Registration Statement on Form S-3 that we have filed with the SEC relating to the securities being offered hereby. This prospectus does not contain all of the information in the Registration Statement and its exhibits. The consolidated financial statements as of June 30Registration Statement, 2022 its exhibits and for the year then ended documents incorporated by reference in this prospectus supplement and their exhibits, all contain information that is material to the accompanying prospectus have been so incorporated in reliance on the report offering of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among hereby. Whenever a reference is made in this prospectus to any of our contracts or other securitiesdocuments, the shares of common stock offered by this prospectus supplement and accompanying prospectusreference may not be complete. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you You should refer to the registration statement and its exhibits. Statements contained exhibits that are a part of the Registration Statement in this prospectus supplement and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If order to review a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been fileddocuments. Each statement in this prospectus supplement The Registration Statement and the accompanying prospectus relating to a contract exhibits are available at the SEC’s Public Reference Room or document filed as an exhibit is qualified in all respects by the filed exhibitthrough its Website. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s website maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge ▇ that contains reports, proxy and information statements, and other information regarding issuers, such as soon as reasonably practicable after they are us, that file electronically filed with or furnished to the SEC. Those Additionally, you may access our filings are also available to with the public on, or accessible through, SEC through our website under the heading “Investors” at ▇▇▇.▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The We have included our website address as an inactive textual reference only and our website and the information on contained on, or that can be accessed through, our web site, however, is not, and should website will not be deemed to bebe incorporated by reference in, a and are not considered part of, this prospectus. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and accompanying prospectusprospects may have changed since that date.

EXPERTS. The financial statements consolidated balance sheet of ▇▇▇▇▇ Energy, Inc. as of June 30March 31, 2023 2016 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30March 31, 2023 incorporated 2016, appearing in this Prospectus by reference to the ▇▇▇▇▇ Energy Inc.’s Annual Report on (Form 10-K K) for the year ended June 30March 31, 2023 2016 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by GBH CPAs, an PC, independent registered public accounting firm, given on the authority of said firm as experts set forth in auditing their report thereon, and accountingincorporated herein by reference. The consolidated financial statements balance sheet of ▇▇▇▇▇ Energy, Inc. as of June 30March 31, 2022 2015 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended incorporated by reference March 31, 2015, appearing in this prospectus supplement and ▇▇▇▇▇ Energy Inc.’s Annual Report (Form 10-K) for the accompanying prospectus year ended March 31, 2016 have been so incorporated in reliance on the report of BDO USAaudited by ▇▇▇▇ & Associates LLP, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. The financial statements of revenues and direct operating expenses of the oil and gas properties acquired from Segundo Resources, LLC (the seller representative for various Sellers) for the years ended March 31, 2016 and 2015 appearing in ▇▇▇▇▇ Energy Inc.’s Current Report on Form 8-K/A (Amendment No. 1) for an event dated August 25, 2016 have been audited by GBH CPAs, PC, independent registered public accounting firm, as set forth in their report thereon, and incorporated herein by reference. Such financial statements and consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm such firms as experts in auditing accounting and accountingauditing. Certain estimates of proved oil reserves for us that are incorporated herein by reference were based upon engineering reports prepared by ▇▇▇▇▇ ▇. ▇▇▇▇▇ Associates, LLC, independent oil and gas consultants. These estimates are included and incorporated herein in reliance on the authority of such firm as an expert in such matters. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free ▇ and on the investor relations page of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information on our web site is not part of this prospectus. You may also read and copy any document we file with the SEC at its public reference facilities at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The You can also obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on our web site, however, is not, and should not be deemed to be, a part the operation of this prospectus supplement and accompanying prospectusthe public reference facilities.

EXPERTS. The consolidated financial statements of Codexis, Inc. (the Company) as of June 30December 31, 2023 and 2022 and for each of the year three years in the period ended June 30December 31, 2023 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 incorporated by reference in this Prospectus by reference to and in the Annual Report on Form 10-K for the year ended June 30, 2023 Registration Statement 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 1 to the financial statements) reports of PricewaterhouseCoopers LLPBDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial We file reports, proxy statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings The SEC maintains a website that contains reports, proxy and information statements, and other information about issuers, such as us, who file electronically with the SEC are available to the public on the SEC’s . The address of that website at ▇▇▇▇://is ▇▇▇.▇▇▇.▇▇▇. You may access these materials We make available, 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 oncharge, or accessible through, on our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, our proxy statements on Schedule 14A, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The information Information on or accessible through our web site, however, website is not, not incorporated by reference herein and should does not be deemed to be, form a part of this prospectus. We have included our website in this prospectus supplement solely as an inactive textual reference. This prospectus is part of a registration statement that we have filed with the SEC and accompanying prospectusdoes not contain all of the information in the registration statement. The full registration statement may be obtained through the SEC’s website, as provided above, or from us, as provided below under “Incorporation by Reference.” Certain documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus about these documents are summaries and each statement is subject, and qualified in all respects by reference, to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters.

EXPERTS. The financial statements consolidated balance sheets of Applied Digital Corporation and its subsidiaries as of June 30May 31, 2023 and 2022, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the year years then ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 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 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇ ▇▇▇, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended their report which is incorporated by reference in this prospectus supplement and the accompanying prospectus herein. Such financial statements have been so incorporated herein by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all supplement, which is part of the information included registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement securities, reference is made to our SEC filings and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and as to the accompanying contents or provisions of any documents referred to in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If , and in each instance where a contract or copy of the document has been filed as an exhibit to the registration statement, we refer you reference is made to the copy exhibit for a more complete description of the contract or document that has been filedmatters involved. Each statement in this prospectus supplement In addition, registration statements and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and certain other information with the SEC. Our filings made with the SEC electronically are publicly available to the public on through the SEC’s website web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically filed with or furnished to the SEC. Those filings We are also available subject to the public oninformation and periodic reporting requirements of the Exchange Act, or accessible throughand, our in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained in, or that can be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus. We have included our website address in this prospectus supplement and accompanying prospectussolely as an inactive textual reference.

EXPERTS. The combined and consolidated financial statements as of June 30Immunovant, 2023 and Inc. appearing in Immunovant, Inc.’s Annual Report (Form 10-K) for the year ended June 30March 31, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 302020, 2023 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇ & Young LLP, an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of ▇▇▇▇▇ & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accountingauditing. The consolidated financial statements as This prospectus is part of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC a registration statement on Form S-3 we filed with the SEC under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain all of the information included set forth or incorporated by reference in the registration statement. For further information pertaining to us and 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 Whenever a reference is made in this prospectus supplement and the accompanying prospectus concerning to any of our contracts, agreements or other documents are documents, the reference may not necessarily complete. If a contract or document has been filed as an exhibit be complete and you should refer to the exhibits that are a part of the registration statement, we refer you statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of the contract such contract, agreement or document that has been filedother document. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We Because we are subject to the informational information and reporting requirements of the Exchange Act and Act, we file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials 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 Exchange Act can also be accessed free of charge on the Media & Investor section of our website. These filings will be available as soon as reasonably practicable after they are we electronically filed with file such material with, or furnished to furnish it to, the SEC. Those filings are also available to the public on, or accessible through, our Our website under the heading “Investors” at address is ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information Information contained on or accessible through our web site, however, website is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectusis not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. The financial statements as and management’s assessment of June 30, 2023 and for the year ended June 30, 2023 effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this Prospectus prospectus by reference to the Annual Report on Form 10-K for the year ended June 30December 31, 2023 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 1 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. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act a public company and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are also available to the public on at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials We also make available free of charge as soon as reasonably practicable after they are electronically through our website 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 with or furnished pursuant to Section 13(a) or 15(d) of the SECExchange Act as well as our definitive proxy statement and Section 16 reports on Forms 3, 4 and 5. Those filings are also available to the public on, or accessible through, our Our website under the heading “Investors” at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The However, the information on located on, or accessible from, our web site, however, website is not, and should shall not 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 accompanying 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. The consolidated financial statements as of June 30Augmedix, 2023 and for the year ended June 30Inc. appearing in Augmedix, 2023 incorporated in this Prospectus by reference to the Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30December 31, 2023 2021 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ + Co. LLP, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect toAct, among other securities, the shares of common stock offered by which this prospectus supplement forms a part. The rules and accompanying prospectus. This regulations of the SEC allow us to omit from this prospectus supplement and the accompanying prospectus do not contain all of the certain information included in the registration statement. For further information pertaining to about us and our common stock the securities we are offering under this prospectus supplement and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules filed with the registration statement. Statements With respect to the statements contained in this prospectus supplement and the accompanying prospectus concerning regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of our contractsthe agreement or document, agreements or other documents are not necessarily complete. If a contract or document copy of which has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annualreports, quarterly and current reports proxy statements and other information with the SEC under the Exchange Act. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. Our filings with the SEC are available to the public on the SEC’s The address of that website at ▇▇▇▇://is ▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements as of June 30Millendo Therapeutics, 2023 and for the year ended June 30, 2023 incorporated Inc. included in this Prospectus by reference to the its Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so 2020, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. These financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements of Tempestx, Inc. (formerly Tempest Therapeutics, Inc.) as of and for the report (which contains an explanatory paragraph relating to the Companyyears end December 31, 2020 and December 31, 2019, incorporated by reference in this Prospectus from Tempest Therapeutics, Inc.’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers Current Report on Form 8-K filed on July 16, 2021, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended their report which is incorporated by reference in this prospectus supplement (which report expresses an unqualified opinion on the financial statements and the accompanying prospectus includes an explanatory paragraph referring to substantial doubt regarding Tempestx, Inc.’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock securities offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included set forth in the registration statement, of which they are a part, and the exhibits to such registration statement. For further information pertaining with respect to us and our common stock securities, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement and its exhibitsto the exhibits to such registration statement. Statements contained in this prospectus supplement and the accompanying prospectus concerning as to the contents of any of our contracts, agreements contract or other documents document referred to in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus are not necessarily complete. If a complete and, where that contract or document has been filed as is an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitexhibit to which the reference relates. We are subject to the informational information and periodic reporting requirements of the Exchange Act Act, and we file annual, quarterly and current reports reports, proxy statements, and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free Copies of charge as soon as reasonably practicable after they are electronically certain information filed by us with or furnished to the SEC. Those filings SEC are also available to the public on, or accessible through, on our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on Information contained in or accessible through our web sitewebsite is not incorporated by reference in this prospectus supplement, however, is notthe accompanying prospectus or the registration statement of which they form a part, and you should not be deemed to be, consider it a part of this prospectus supplement and supplement, the accompanying prospectusprospectus or the registration statement.

EXPERTS. The consolidated financial statements of Organovo Holdings, Inc. (“Company”) as of June 30and for the years ended March 31, 2023 and for 2022, appearing in the year ended June 30, 2023 incorporated in this Prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended June 30March 31, 2023 2023, have been so incorporated audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., independent registered public accounting firm, as set forth in reliance on the their report (which contains report includes an explanatory paragraph relating to regarding the existence of substantial doubt about the Company’s ability to continue as a going concern as described concern), and have been incorporated herein by reference in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, reliance upon such report given on the authority of said such firm as experts in auditing accounting and accountingauditing, in giving said reports. The consolidated financial We are a reporting company and file annual, quarterly and current reports, proxy statements as of June 30, 2022 and for other information with the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingSEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock securities being offered by under this prospectus supplement and accompanying prospectus. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included set forth in the registration statement and the exhibits to the registration statement. For further information pertaining with respect to us and our common stock we are offering the securities being offered under this prospectus supplement and the accompanying prospectus, we refer you should refer to the registration statement of which this prospectus is a part and its exhibitsthe exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus supplement and as to the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statementstatement or an exhibit to the reports or other documents incorporated by reference into this prospectus, we refer you to please see the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act The SEC maintains an Internet site that contains reports, proxy and file annualinformation statements, quarterly and current reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public on the , including Organovo Holdings, Inc. The SEC’s website Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request a copy of these filings, at no cost, by writing us at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇. We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available at the website of the SEC referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with with, or furnished to to, the SEC. Those filings are also available Information contained on or connected to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is notnot a part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectusthe inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. The consolidated financial statements of Chuy’s Holdings, Inc. and subsidiaries as of June December 29, 2019 and December 30, 2023 2018 and for each of the years in the three-year period ended June 30December 29, 2023 2019 and the effectiveness of internal control over financial reporting as of December 31, 2019 incorporated in this Prospectus Supplement by reference to from the Chuy’s Holdings, Inc. and subsidiaries Annual Report on Form 10-K for the year ended June 30December 29, 2023 2019 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 1 to the financial statements) of PricewaterhouseCoopers audited by RSM US LLP, an independent registered public accounting firm, given on as stated in their reports thereon which report expresses an unqualified opinion and includes an explanatory paragraph relating to the authority adoption of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30Accounting Standards Codification Topic 842, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firmLeases, incorporated herein by reference, given on and have been incorporated in this Prospectus Supplement in reliance upon such reports and upon the authority of said such firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect toChuy’s Holdings, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file Inc. files annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s website at maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including ▇▇▇▇://’s, that file electronically with the SEC. The public can obtain any document that ▇▇▇▇’s files electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our Our website under the heading “Investors” address is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The We make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. Except for the documents incorporated by reference as described under "Documents Incorporated by Reference," the information contained on or that can be accessed through our web site, however, is not, and should website does not be deemed to be, a constitute part of this prospectus supplement and supplement, the accompanying prospectusprospectus or the documents incorporated by reference herein or therein.

EXPERTS. The financial statements as and management’s assessment of June 30, 2023 and for the year ended June 30, 2023 effectiveness of internal control over financial reporting (which is included in 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 June 30December 31, 2023 2021 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 1 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. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act a public company and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are also available to the public on at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials We also make available free of charge as soon as reasonably practicable after they are electronically through our website 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 with or furnished pursuant to Section 13(a) or 15(d) of the SECExchange Act as well as our definitive proxy statement and Section 16 reports on Forms 3, 4 and 5. Those filings are also available to the public on, or accessible through, our Our website under the heading “Investors” at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The However, the information on located on, or accessible from, our web site, however, website is not, and should shall not 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 accompanying 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. The consolidated financial statements of Digital Realty Trust, Inc. and its subsidiaries as of June 30December 31, 2023 and 2022 and for each of the years in the three-year period ended June 30December 31, 2023 incorporated in this Prospectus by reference to and management’s assessment of the Annual Report on Form 10-K for the year ended June 30effectiveness of internal control over financial reporting as of December 31, 2023 have all been so incorporated by reference in this prospectus supplement in reliance on upon the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) reports of PricewaterhouseCoopers KPMG LLP, an independent registered public accounting firm, given on incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The consolidated financial statements of Digital Realty Trust, L.P. and its subsidiaries as of June 30December 31, 2023 and 2022 and for each of the years in the three-year then period ended December 31, 2023 have all been incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on upon the report of BDO USAKPMG LLP, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referencereference herein, given on and upon the authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports special reports, proxy statements and other information with the SEC. Our filings The SEC maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free can inspect reports and other information we file at the offices 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 onNYSE, or accessible through, our website under the heading “Investors” at ▇▇ ▇▇▇.▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. In addition, we maintain a web site that contains information about us at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on found on, or otherwise accessible through, our web site, however, website is notnot incorporated into, and should does not be deemed to be, form a part of, this prospectus supplement, the accompanying prospectus or any other report or document we file with or furnish to the SEC. We have filed with the SEC a registration statement on Form S-3 (File Nos. 333-270596 and 333-270596-01), of which this prospectus supplement and the accompanying prospectusprospectus are a part, including exhibits, schedules and amendments filed with, or incorporated by reference in, such registration statement, under the Securities Act. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document referred to, or incorporated by reference, in this prospectus supplement and the accompanying prospectus are not necessarily complete and, where that contract or document is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. The registration statement, including the exhibits and schedules to the registration statement, is available to you on the SEC’s web site at ▇▇▇.▇▇▇.▇▇▇.

EXPERTS. The consolidated financial statements as of June 30, 2023 and Roivant Sciences Ltd. appearing in Roivant Sciences Ltd.'s Annual Report (Form 10-K) for the year ended June 30March 31, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 302022, 2023 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇ & ▇▇▇▇▇ LLP, an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of ▇▇▇▇▇ & ▇▇▇▇▇ LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 S-3, including exhibits, under the Securities Act of 1933, as amended, with respect to, among other securities, to the shares of common stock securities offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain all of the information included or incorporated by reference in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectussecurities, you should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement statement, our exhibits and the accompanying prospectus concerning any of our contracts, agreements or other documents are not necessarily completeincorporated by reference herein. If a contract or document has been filed as an exhibit to the registration statementIn addition, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on a website maintained by the SEC’s website SEC located at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are We also available to the public on, or accessible through, our maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, annual, quarterly and current reports, proxy statements and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained on, or that may be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The financial statements as of June 30Augmedix, 2023 and for the year ended June 30Inc. appearing in Augmedix, 2023 incorporated in this Prospectus by reference to the Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30December 31, 2023 2021 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ + Co. LLP, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitauditing. We are subject to the informational requirements of the Exchange Act and and, in accordance therewith, we file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC are available to the public on the SEC’s , including Augmedix. The address of that website at is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. 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 Our website under the heading “Investors” at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at ▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information contained on our web sitewebsite as part of this prospectus. We have filed with the SEC a “shelf” registration statement on Form S-3, howeverincluding exhibits, schedules and amendments filed with the registration statement, of which this prospectus is nota part, and should not under the Securities Act with respect to the securities that may be deemed to be, offered by this prospectus. This prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to our company and the securities that may be offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and accompanying prospectusas to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. You should refer to the actual documents for a more complete description of the relevant matters. You may access a copy of the registration statement through the SEC’s website as provided above.

EXPERTS. The consolidated financial statements of Virax Biolabs Group Limited as of June 30March 31, 2023 and for the year ended June 30then ended, 2023 have been incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 have been so incorporated herein in reliance on upon the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLPReliant CPA PC, an independent registered public accounting firm, given on incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accountingauditing. The registered business address of Reliant CPA PC is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. The consolidated financial statements of Virax Biolabs Group Limited as of June 30March 31, 2022 and for the year then ended ended, have been incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated herein in reliance on upon the report of BDO USA▇▇ ▇▇▇▇▇▇▇ CPA PC, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by referencereference herein, given on and upon the authority of said firm as experts in auditing accounting and accountingauditing. We have The registered business address of ▇▇ ▇▇▇▇▇▇▇ CPA PC is ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. This prospectus is part of a registration statement we filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectusSEC. This prospectus supplement and prospectus, which constitutes part of the accompanying prospectus do registration statement, does not contain all of the information included set forth in the registration statementstatement and the exhibits and schedules thereto. For further information pertaining with respect to us the Company and our common stock we are offering under this prospectus supplement and the accompanying prospectusits securities, you should refer reference is made to the registration statement and its exhibitsthe exhibits and any schedules filed therewith. Statements contained in this prospectus supplement and as to the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document referred to are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, and in each instance, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You can read our SEC filings, including the filed exhibit. We are subject to registration statement, over the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the public on Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You 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 with, or furnished to to, the SEC. Those filings are also available to the public on, Information contained on or accessible through, through our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus, and the inclusion of our website address in this prospectus supplement and accompanying prospectusis an inactive textual reference only.

EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated included in this Prospectus by reference to the our Annual Report on Form 10-K for the year ended June 30December 31, 2023 have been so incorporated in reliance on 2019, and the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the effectiveness of our internal control over financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements reporting as of June 30December 31, 2022 and for the year then ended 2019, as set forth in their reports, which are incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included elsewhere in the registration statement. For further information pertaining to us Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitauditing. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials 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, proxy and information statements and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed 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, on our website under the heading “Investors” 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 on Form S-3 (File No. 333-248738) under the Securities Act, of which this prospectus supplement forms a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement certain information included in the registration statement. For further information about us and the securities we are offering under this prospectus supplement, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement or an item incorporated by reference 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, ▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇. The We have not incorporated by reference into this prospectus supplement or the accompanying prospectus the information on on, or that can be accessed through, our web site, however, is notwebsite, and you should not consider it to be deemed to be, a part of this prospectus supplement and or the accompanying prospectus.

EXPERTS. The financial statements as and management’s assessment of June 30, 2023 and for the year ended June 30, 2023 effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus prospectus supplement by reference to the American States Water Company’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 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 1 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. American States Water Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The consolidated financial SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including AWR, that file electronically with the SEC. The public can obtain any document that AWR files electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. Our website address is located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. We make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The information contained on or that can be accessed through our website does not constitute part of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingprospectus. We have filed with the SEC a shelf registration statement on Form S-3 under the Securities Act with respect to, among other securities, the SEC to register the common shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of that registration statement and, as permitted by SEC rules, do not contain all of the information included set forth in that registration statement or the exhibits and schedules that are part of that registration statement. For further information pertaining with respect to us and our common stock we are offering under this prospectus supplement and the accompanying prospectusshares, you should please refer to the registration statement and its exhibits. Statements contained in this prospectus supplement the exhibits 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically schedules filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇it.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement and accompanying prospectus.

EXPERTS. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 into this prospectus have been so incorporated included in reliance on the report (which contains an explanatory paragraph relating of ▇▇▇▇▇▇ LLP, related to the Company’s ability to continue as a going concern as described in Note 1 to consolidated financial statements for the financial statements) of PricewaterhouseCoopers LLPyears ended June 30, 2019 and 2018, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC Commission a registration statement on Form S-3 under the Securities Act with respect to, among other securities, for the shares of common stock offered by in this prospectus supplement and accompanying prospectusoffering. This prospectus supplement and the accompanying prospectus do does not contain all of the information included in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information pertaining with respect to us and our common stock stock, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement and its exhibitsthe exhibits that were filed with the registration statement. Statements contained in this prospectus supplement and about the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document that is filed as an exhibit to the registration statement are not necessarily complete. If a , and we refer you to the full text of the contract or other document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports and other information with the SECCommission. Our filings with the SEC Commission are available to the public on the SECCommission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, on our corporate website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information on we file with the Commission or contained on, or linked to through, our web site, however, corporate website or any other website that we may maintain is not, and should not be deemed to be, a part of this prospectus supplement or the registration statement of which this prospectus is a part. You may also read and accompanying prospectuscopy, at the Commission’s prescribed rates, any document we file with the Commission, including the registration statement (and its exhibits) of which this prospectus is a part, at the Commission’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can call the Commission at 1-800- SEC-0330 to obtain information on the operation of the Public Reference Room.

EXPERTS. The financial statements audited consolidated balance sheets as of June September 30, 2023 2014, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended June September 30, 2023 2014 incorporated in this Prospectus herein by reference to from the Company’s Annual Report Reports on Form 10-K for the year ended June 30has been audited by ▇▇▇▇▇ & Chia, 2023 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 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30its report, 2022 and for the year then ended which is incorporated by reference in this prospectus supplement and the accompanying prospectus have has been so incorporated in reliance on upon the report of BDO USAsuch firm given upon its authority as experts in accounting and auditing. The audited consolidated balance sheets as of September 30, LLP (n/k/a BDO USA2013, P.C.)and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended September 30, 2013 incorporated herein by reference from the Company’s Annual Reports on Form 10-K has been audited by ▇▇▇▇▇▇ and Company, Inc. an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference, reference and has been so incorporated in reliance upon the report of such firm given on the upon its authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under with the Securities Act with respect to, among other securities, SEC for the shares of common stock offered securities we are offering by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain include all of the information included contained in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you You should refer to the registration statement and its exhibitsexhibits for additional information. Statements contained in this We will provide to each person, including any beneficial owner, to whom a prospectus supplement and the accompanying prospectus concerning any of our contractsis delivered, 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 copy of any or all of the contract or document information that has been filedincorporated by reference in the prospectus but not delivered with the prospectus. Each statement in We will provide this prospectus supplement and information upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter to the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by Secretary of the filed exhibitCompany, c/o LiveDeal, Inc., at the Company’s office. We are subject required to the informational requirements of the Exchange Act file annual and file annualquarterly reports, quarterly and current reports reports, proxy statements, and other information with the SEC. Our filings We make these documents publicly available, free of charge, on our website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC are available to filings, including the public registration statement, on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You also may access these materials free of charge as soon as reasonably practicable after they are electronically filed read and copy any document we file with or furnished to the SEC. Those filings are also available to SEC at its public reference facility at: Please call the public on, or accessible through, our website under the heading “Investors” SEC at ▇-▇▇▇.-▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The ▇ for further information on our web site, however, is not, and should not be deemed to be, a part the operation of this prospectus supplement and accompanying prospectusthe public reference facilities.

EXPERTS. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus prospectus by reference to the Annual Report on Form 10-K for the year ended June 30December 31, 2023 2022 have been so incorporated in reliance on the report (which contains an explanatory emphasis of matter paragraph relating to the Company’s ability need to raise additional financing to continue as a going concern its products’ development for the foreseeable future as described in Note 1 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. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, to the shares of common stock securities to be offered by under this prospectus supplement and accompanying prospectus. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included set forth or incorporated by reference in the registration statement of which this prospectus is a part and the exhibits to such registration statement. For further information pertaining with respect to us and our common stock we are offering under the securities offered by this prospectus supplement and the accompanying prospectus, we refer you should refer to the registration statement of which this prospectus is a part and its exhibitsthe exhibits to such registration statement. Statements contained in this prospectus supplement and as to the accompanying prospectus concerning contents of any of our contracts, agreements contract or any other documents document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statementstatement or an exhibit to the reports or other documents incorporated by reference into this prospectus, we refer you to please see the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC 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 website is ▇▇▇.▇▇▇.▇▇▇. You may also request a copy of these filings, at no cost, by writing us at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇. We are subject to the informational information and reporting requirements of the Exchange Act and and, in accordance with this law, file annualperiodic reports, quarterly and current reports proxy statements and other information with the SEC. Our filings with These periodic reports, proxy statements and other information are available at the website of the SEC are available referred to the public on the SEC’s above. We also maintain a website at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with with, or furnished to to, the SEC. Those filings are also available Information contained on or connected to the public on, or accessible through, our website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is notnot a part of, and should is not be deemed to beincorporated into, a part of this prospectus supplement and accompanying prospectusthe inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. The consolidated financial statements as of June 30statements, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30December 31, 2023 2020, 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 1 to the financial statements) of PricewaterhouseCoopers audited by Whitley Penn LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accountingtheir report, which is incorporated herein by reference. The consolidated Such financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement. For further information pertaining to us and 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports reports, proxy statements and other information with the SEC. Our filings with the The SEC are available to the public on the SEC’s maintains a website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge ▇ that contains reports, statements, and other information about issuers, such as soon as reasonably practicable after they are us, who file electronically filed with or furnished to the SEC. Those filings are also available to the public on, or accessible through, our We maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The However, the information on our web site, however, website is not, not incorporated by reference into this prospectus supplement and the accompanying prospectus and you should not be deemed to be, consider it a part of this prospectus supplement and or the accompanying prospectus. 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 incorporate by reference into this prospectus supplement the documents listed below; 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, 2020 (filed on March 24, 2021) (including the information in Part III incorporated by reference from the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 9, 2021); ● Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 (filed on May 17, 2021), June 30, 2021 (filed on July 28, 2021) and September 30, 2021 (filed on November 15, 2021); ● Our Current Reports on Form 8-K filed on February 1, 2021, March 23, 2021, March 30, 2021, April 19, 2021 (as amended on May 28, 2021), May 28, 2021, July 16, 2021, August 13, 2021, September 21, 2021 and November 15, 2021; and ● The description of our common stock, par value $0.01 per share contained in our Registration Statement on Form 8-A, dated and filed with the SEC on November 4, 2014, as updated by Exhibit 4.4 to our Form 10-K for the fiscal year ended December 31, 2019, and including any amendments or reports filed with the SEC for the purpose of updating such description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement, 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 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, except for exhibits to those documents (unless the exhibits are specifically incorporated by reference into those documents) at no cost to you by writing or telephoning us at the following address: Investor Relations, Abeona Therapeutics Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone +▇ (▇▇▇) ▇▇▇-▇▇▇▇. This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $250,000,000 of any combination of the securities described in this prospectus. We may also offer common stock or preferred stock upon conversion of or exchange for the debt securities or common stock, preferred stock or debt securities upon the exercise of warrants. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplements and any related free writing prospectus will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus, any prospectus supplement, and any related free writing prospectus, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest. Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”), under the symbol “ABEO.” On June 4, 2021, the last reported sale price of our common stock on Nasdaq was $1.69 per share. ABOUT THIS PROSPECTUS 1 THE COMPANY 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 USE OF PROCEEDS 5 RISK FACTORS 4 GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL 8 PLAN OF DISTRIBUTION 6 DESCRIPTION OF OUR PREFERRED STOCK 11 DESCRIPTION OF OUR COMMON STOCK 9 DESCRIPTION OF OUR DEBT SECURITIES 14 DESCRIPTION OF OUR WARRANTS 12 LEGAL MATTERS 20 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 19 EXPERTS 20 This prospectus is part of a “shelf” registration statement. Under this shelf registration process, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our Registration Statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The Registration Statement and the exhibits can be obtained from the Securities and Exchange Commission (“SEC”) as indicated under the heading “Where You Can Find More Information; Incorporation By Reference.” This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities and the terms of that offering. The prospectus supplement may also add, update, or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information; Incorporation By Reference.” We have not authorized any dealer, agent, or other person to give any information or to make any representation other than those contained or incorporated by reference into this prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference into this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date. References in this prospectus to the terms “the Company,” “Abeona,” “we,” “our” and “us” or other similar terms mean Abeona Therapeutics Inc., unless we state otherwise or the context indicates otherwise.

EXPERTS. The financial statements consolidated balance sheets of Applied Digital Corporation and its subsidiaries as of June 30May 31, 2023 and 2022, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the year years then ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 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 1 to the financial statements) of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇ ▇▇▇, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended their report which is incorporated by reference in this prospectus supplement and the accompanying prospectus herein. Such financial statements have been so incorporated herein by reference in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to, among other securities, to the shares of common stock Common Stock offered by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all prospectus, which is part of the information included registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement securities, reference is made to our SEC filings and the accompanying prospectus, you should refer to the registration statement and its exhibitsthe exhibits and schedules to the registration statement. Statements contained in this prospectus supplement and as to the accompanying contents or provisions of any documents referred to in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If , and in each instance where a contract or copy of the document has been filed as an exhibit to the registration statement, we refer you reference is made to the copy exhibit for a more complete description of the contract or document that has been filedmatters involved. Each statement in this prospectus supplement In addition, registration statements and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and certain other information with the SEC. Our filings made with the SEC electronically are publicly available to the public on through the SEC’s website at ▇▇▇▇://web site athttp://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically filed with or furnished to the SEC. Those filings We are also available subject to the public oninformation and periodic reporting requirements of the Exchange Act, or accessible throughand, our in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained in, or that can be accessed through, our web site, however, website is notnot part of, and should is not be deemed to beincorporated into, a part of this prospectus. We have included our website address in this prospectus supplement and accompanying prospectussolely as an inactive textual reference.

EXPERTS. The consolidated financial statements of Pacific Ethanol as of June 30, 2023 and for the year years ended June 30December 31, 2023 incorporated 2019 and 2018 appearing in this Prospectus by reference to the Pacific Ethanol’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 2019 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 1 to the financial statements) of PricewaterhouseCoopers audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accounting. The consolidated financial statements as of June 30, 2022 and for the year then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act Act, and the rules and regulations promulgated under the Securities Act, with respect to, among other securities, to the shares of common stock securities offered by under this prospectus supplement and accompanying prospectus. This prospectus supplement and prospectus, which constitutes a part of the accompanying prospectus do registration statement, does not contain all of the information included contained in the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits. For further information pertaining with respect to us and our common stock we are offering the securities offered under this prospectus supplement and the accompanying prospectus, you should refer reference is made to the registration statement and its exhibits. Statements contained in this prospectus supplement exhibits 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 copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibitschedules. We are subject to the informational requirements of the Exchange Act and file annualreports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports and other information on Form 8-K with the SEC. Our filings The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers, including Pacific Ethanol, that file electronically with the SEC are available to the public on the SEC. The SEC’s Internet website at address is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. 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 Our Internet website under the heading “Investors” at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on We do not anticipate that we will send an annual report to our web site, however, is not, stockholders until and should not be deemed unless we are required to be, a part do so by the rules of the SEC. All trademarks or trade names referred to in this prospectus supplement and accompanying prospectusare the property of their respective owners.

EXPERTS. The financial statements audited consolidated balance sheets as of June September 30, 2023 2013 and 2012, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended June September 30, 2023 2013 incorporated in this Prospectus herein by reference to from the Company’s Annual Report Reports on Form 10-K for the year ended June 30, 2023 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the audited by ▇▇▇▇▇▇ and Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, Inc. an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accounting. The consolidated financial statements as of June 30its report, 2022 and for the year then ended which is incorporated by reference in this prospectus supplement and the accompanying prospectus have has been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the upon its authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under with the Securities Act with respect to, among other securities, SEC for the shares of common stock offered securities we are offering by this prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus do does not contain include all of the information included contained in the registration statement. For further information pertaining to us and our common stock we are offering under this prospectus supplement and the accompanying prospectus, you You should refer to the registration statement and its exhibitsexhibits for additional information. Statements contained in this We will provide to each person, including any beneficial owner, to whom a prospectus supplement and the accompanying prospectus concerning any of our contractsis delivered, 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 copy of any or all of the contract or document information that has been filedincorporated by reference in the prospectus but not delivered with the prospectus. Each statement in We will provide this prospectus supplement and information upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter to the accompanying prospectus relating to a contract or document filed as an exhibit Secretary of the Company, c/o LiveDeal, Inc., at the Company’s office located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The Company’s telephone number is qualified in all respects by the filed exhibit▇▇▇-▇▇▇-▇▇▇▇. We are subject required to the informational requirements of the Exchange Act file annual and file annualquarterly reports, quarterly and current reports reports, proxy statements, and other information with the SEC. Our filings We make these documents publicly available, free of charge, on our website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC are available to filings, including the public registration statement, on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You also may access these materials free of charge as soon as reasonably practicable after they are electronically filed read and copy any document we file with or furnished to the SEC. Those filings are also available to SEC at its public reference facility at: Please call the public on, or accessible through, our website under the heading “Investors” SEC at ▇-▇▇▇.-▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The ▇ for further information on our web site, however, is not, and should not be deemed to be, a part the operation of this prospectus supplement and accompanying prospectusthe public reference facilities.

EXPERTS. The financial statements as of June 30, 2023 and for the year ended June 30, 2023 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2023 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 1 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. The consolidated financial statements as of June 30December 31, 2022 2019 and 2018 and for the year years then ended incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.)LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said 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, among other securities, to the shares of common stock securities being offered by this prospectus supplement and accompanying prospectushereby. This prospectus supplement and the accompanying prospectus prospectus, which constitute a part of the registration statement, do not contain all of the information included set forth in the registration statementstatement or the exhibits and schedules filed therewith. For further information pertaining to about us and our common stock the securities offered hereby, we are offering under this prospectus supplement and the accompanying prospectus, refer you should refer to the registration statement and its exhibitsthe exhibits filed thereto. Statements contained in this prospectus supplement and the accompanying prospectus concerning regarding the contents of any of our contracts, agreements contract or any other documents document that is filed as an exhibit to the registration statement are not necessarily complete. If a , and each such statement is qualified in all respects by reference to the full text of such contract or other document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports reports, proxy statements and other information with the SEC. Our filings The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available to the public on the SEC, including us. The SEC’s website Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access In addition, we make available on or through our Internet site copies of these materials free of charge reports as soon as reasonably practicable after they are we electronically filed with file or furnished them to the SEC. Those filings are also available to the public on, or accessible through, our website under the heading “Investors” Our Internet site can be found at ▇▇▇.▇://▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information on contained in, or that can be accessed through, our web site, however, website is notnot incorporated by reference in, and should is not be deemed to bepart of, a part of this prospectus supplement and or the accompanying prospectus.

EXPERTS. The consolidated financial statements as of June 30Sonim Technologies, 2023 and for the year ended June 30, 2023 Inc. incorporated in this Prospectus Registration Statement on Form S-3 by reference to the from Sonim Technologies, Inc.’s Annual Report on Form 10-K for the year ended June 30December 31, 2023 2023, 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 1 to the financial statements) of PricewaterhouseCoopers audited by ▇▇▇▇ ▇▇▇▇▇ LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accountingtheir report, which is incorporated herein by reference. The Such consolidated financial statements as of June 30, 2022 and for the year then ended are incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on upon the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, incorporated herein by reference, such firm given on the their authority of said firm as experts in auditing accounting and accountingauditing. We have filed with the SEC This prospectus forms part of a registration statement on Form S-3 filed with the SEC under the Securities Act with respect to, among other securities, the shares of common stock offered by this prospectus supplement and accompanying prospectusAct. This prospectus supplement and the accompanying prospectus do does not contain all of the information included set forth in the registration statementstatement and the exhibits to the registration statement or the documents incorporated by reference herein and therein. For further information pertaining with respect to us and our common stock we are offering the securities offered 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 copy registration statement and the exhibits and schedules filed as a part of the contract or document that has been filed. Each registration statement in this prospectus supplement and the accompanying prospectus relating to documents incorporated by reference herein and therein. You should read the actual documents for a contract or document filed as an exhibit is qualified in all respects by more complete description of the filed exhibitrelevant matters. We are subject to the informational requirements of the Exchange Act and file annual, quarterly quarterly, and current reports reports, proxy statements, and other information with the SEC. Our SEC filings with the SEC are available to the public on over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Those filings are We also available to the public on, or accessible through, our maintain a website under the heading “Investors” at ▇▇▇.▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. Through our website, we make available, free of charge, annual, quarterly, and current reports, proxy statements, and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on contained on, or that may be accessed through, our web site, however, website is notnot part of, and should is not be deemed to be, a part of incorporated into this prospectus supplement and accompanying prospectus.