Common use of EXPERTS Clause in Contracts

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.

EXPERTS. RoseThe consolidated financial statements of Calidi Biotherapeutics, ▇▇▇▇▇▇ & Inc., as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023, included in Calidi Biotherapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our as set forth in their report thereon, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, included therein, and incorporated herein by reference. Such consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is are incorporated herein by reference into in reliance upon such report given on the authority of such firm as experts in accounting and auditing. As permitted by SEC rules, this prospectus supplement and elsewhere omits certain information that is included in the registration statement of which this prospectus supplement is forms a part and its exhibits. Since this prospectus supplement may not contain all of the information that you may find important, we urge you to review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus supplement forms a part, please read the exhibit for a more complete understanding of the document or matter involved. Our financial Each statement in this prospectus supplement, including statements are incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditingits entirety by reference to the actual document. We are a subject to the information reporting company and requirements of the Exchange Act and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements statements, information statements, and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. These documents may also be accessed on our web site at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained on our web site is not incorporated by reference into this prospectus supplement and you should not consider information contained on our web site to be part of this prospectus supplement.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our annual report this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 20162020 have been audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference, which is incorporated by reference into this prospectus supplement and elsewhere in report includes an explanatory paragraph on the registration statement of which this prospectus supplement is Company’s ability to continue as a partgoing concern. Our Such consolidated financial statements are incorporated herein by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon such report given on their the authority of such firm as experts in accounting and auditing. We have filed a registration statement on Form S-3 with the SEC for the shares of common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein, do not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. We file annual, quarterly and periodic reports, proxy statements and other information with the SEC. Many of our SEC filings are a reporting company and file available to the public from the SEC’s website: ▇▇▇.▇▇▇.▇▇▇. We make available free of charge our annual, quarterly and current reports, proxy statements and other information with the SECupon request. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectusTo request such materials, the registration statement and the exhibits to the registration statement. For further information with respect to please contact us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at following address or telephone number: ADMA Biologics, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇.▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇, Executive Vice President and Chief Financial Officer, (▇▇▇) ▇▇▇-▇▇▇▇. Exhibits to the documents will not be sent, unless those exhibits have specifically been incorporated by reference in this prospectus. You may also obtain reports, statements or other information that we file with the SEC by accessing our website at ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇, under the Investors tab, SEC Filings. Information contained in, or accessible through, our website does not constitute a part of this prospectus.▇▇▇.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 20162020, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.

EXPERTS. Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K for the year ended December 31, 20162020, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partstatement. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, such as us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at ▇▇▇▇://address of that website is ▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information on our website, however, is not, and shall not be deemed to be, a part of this prospectus supplement. This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the SEC, and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus supplement or the accompanying base prospectus about these documents are summaries, and each such statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above.

EXPERTS. RoseThe consolidated financial statements as of March 31, 2023 and for the year then ended incorporated by reference in this prospectus supplement and in the Registration Statement have been so incorporated in reliance on the report of ▇▇▇▇▇▇ ▇▇▇▇ & ▇’▇▇▇▇▇▇▇ LLP, an independent registered public accounting firmfirm and our current auditor, has audited our incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements included in contains an explanatory paragraph regarding our annual report on Form 10-K ability to continue as a going concern. The consolidated financial statements as of March 31, 2022 and for the year then ended December 31, 2016, which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are Registration Statement have been so incorporated by reference in reliance on Rosethe report of BDO USA P.A., ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportan independent registered public accounting firm and our former auditor, incorporated herein by reference, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. The report on the consolidated financial statements contains an explanatory paragraph regarding our ability to continue as a going concern. We are a subject to the reporting company requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our these reports, proxy statements and other information, information at the SEC’s Public Reference Room public reference facilities 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 more information about the operation of the Public Reference Roompublic reference facilities. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with filings are also available at the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet web site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. This prospectus supplement is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus supplement, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, through which you can access our SEC filings. The website addresses referenced herein are not intended to function as hyperlinks, and the information contained in our website, the SEC’s website or any other website referenced herein is not incorporated by reference into this prospectus supplement and should not be considered to be part of this prospectus supplement.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The financial statements included incorporated in our annual report this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2016, which is 2018 have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rosethe report of RSM US LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have 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. The address of that website is ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/. Our website address is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does and do not contain all of the information set forth in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Statements about documents in this prospectus supplement, the accompanying prospectus or any documents incorporated by reference are summaries and each statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompanying prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement or the accompanying prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Actâ€# in this prospectus supplement, between the date of this prospectus supplement and the termination of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019; • our Current Reports on Form 8-K filed with the SEC on February 19, 2019, February 28, 2019 and March 1, 2019; and • the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the description All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the exhibits to effectiveness of the 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. For further You may request a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement. We may offer and sell up to $150,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to us that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectusâ€# and “Plan of Distributionâ€# for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORSâ€# ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on The NASDAQ Global Market under the symbol “SPNE.â€# On August 10, 2016, the last reported sale price of our common stock on The NASDAQ Global Market was $10.22 per share. This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelfâ€# registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered under and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.â€# You should rely only on the information contained in or incorporated by reference in this prospectus or any related prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. When we refer you to “SeaSpine,â€# “we,â€# “our,â€# “usâ€# and the “Companyâ€# in this prospectus, we mean SeaSpine Holdings Corporation and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,â€# we mean the holders of the applicable series of securities. Our material registered and unregistered trademarks include: Accell®, Evo3®, Accell Evo3®, Accell Evo3®C, DynaGraft® II , IsoTis®, IsoTis OrthoBiologics®, OrthoBlast® II , AtollTM, CapistranoTM, Coral®, Daytona®, HollywoodTM, MalibuTM, NanoMetalene®, NewPortTM, Vu aPODTM/Vu aPODTM Prime, OsteoSurge® 100 (or 300), SeaSpine®, SierraTM and SonomaTM. All other trademarks, trade names and service marks appearing in this prospectus or the documents incorporated by reference herein are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and TM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the accompanying prospectusfullest extent under applicable law, our rights or that the registration statement applicable owner will not assert its rights, to these trademarks and the exhibits and schedules filed as a part of the registration statementtradenames. You may read and copy the registration statement, as well as our We file reports, proxy statements and other information, information with the SEC. Information filed with the SEC by us can be inspected and copied at the SEC’s Public Reference Room maintained by the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room▇. The SEC also maintains an Internet a web site that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, such as us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our web site address is ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by referenceâ€# information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Actâ€# in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filedâ€# with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: †¢ our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 16, 2016; †our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 16, 2016, and for the quarter ¢ ended June 30, 2016, filed with the SEC on August 10, 2016; †¢ our Current Reports on Form 8-K filed with the SEC on February 2, 2016, March 1, 2016, June 9, 2016; and †the description of our Common Stock contained in our registration statement on Form 10-12B (File No. 001-36905) initially filed ¢ with the SEC on April 1, 2015, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The consolidated financial statements of IGC Pharma, Inc. included in our annual report on Form 10-K for the fiscal year ended December March 31, 20162023, which is and March 31, 2022, have been audited by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, independent registered public accountants, as set forth in their reports thereon, included therein, and incorporated herein by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partstatement. Our Such consolidated financial statements are incorporated herein by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon such reports given on their the authority of said firm as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements statements, and other information documents with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, any document we file at the SEC’s Public Reference Room public reference room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please You should call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about on the operation of the Public Reference Roompublic reference room. Our SEC filings are also available to you on the SEC's Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The SEC maintains an SEC’s Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. This prospectus supplement constitutes a part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act. This prospectus supplement does not contain all of the information set forth in the registration statement, including Capricor Therapeuticscertain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information about us and our securities, Inc. we refer you to the registration statement and the accompanying exhibits and schedules. The SEC’s Internet site can registration statement may be found inspected at ▇▇▇▇://▇▇▇the Public Reference Room maintained by the SEC at the address set forth above. Statements contained in this prospectus supplement regarding the contents of any contract or any other document filed as an exhibit are not necessarily complete. In each instance, reference is made to the copy of such contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference.▇▇▇.▇▇▇.

EXPERTS. RoseOur financial statements as of, ▇▇▇▇▇▇ and for each of the years ended, December 31, 2017 and 2016 have been so included in reliance on the report of Hoberman & ▇▇▇▇▇▇ Lesser, LLP, an independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their the authority of such firm as experts in accounting auditing and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SECaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being shares offered under this prospectus supplementhereby. This prospectus supplement supplement, which constitutes a part of the registration statement, does not contain all of the information set forth in the accompanying prospectus, the registration statement and or the exhibits to the registration statementand schedules filed therewith. For further information with respect to about us and the securities being our shares offered under this prospectus supplementhereby, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus supplement regarding the contents of any contract or any other document that is filed as a part an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We are a reporting company and file annual, quarterly and current reports, proxy statements and other material with the SEC. You may read and copy the registration statement, as well as our reports, proxy statements and other information, including the registration statement of which this prospectus supplement is a part at the SEC’s Public Reference Room at of the SEC, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.. ▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇.. ▇. ▇▇▇▇▇. Please call You may obtain information on the operation of the public reference rooms by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room▇. The SEC also maintains an Internet site website that contains reports, proxy and information statements, statements and other information regarding issuers about issuers, like us, that file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet address of that site can be found at ▇▇▇▇://is ▇▇▇.▇▇▇.▇▇▇.. The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, except for any information superseded by information in this prospectus supplement or any document that we file in the future with the SEC. This prospectus supplement incorporates by reference the documents set forth below that we have previously filed with the SEC and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portion of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) after the date of this prospectus supplement from their respective filing dates. These documents contain important information about us, our business and our finances. Annual Report on Form 10-K for the year ended December 31, 2017 April 2, 2018 Quarterly Report on Form 10-Q for the period ended March 31, 2018 May 15, 2018 Quarterly Report on Form 10-Q for the period ended June 30, 2018 August 14, 2018 Current Reports on Form 8-K January 18, 2018, May 24, 2018 and October 19, 2018 Schedule 14A Information Statement September 14, 2018 Description of Common Shares contained in our Registration Statement on Form 8-A January 25, 2017 At your request, either orally or in writing, we will provide you with a copy of any or all documents which are incorporated by reference. Such documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are specifically incorporated by reference into those documents. Requests should be addressed to Sachem Capital Corp., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention: Chief Financial Officer, telephone number ( ▇▇▇) ▇▇▇-▇▇▇▇. Sachem Capital Corp. may from time to time offer, in one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities: • common shares, par value $0.001 per share; • preferred shares, par value $0.001 per share; • warrants to purchase common shares or preferred shares; • debt securities; or

EXPERTS. RoseThe consolidated balance sheets of ProPhase Labs, Inc. and Subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations and other comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, have been audited by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included as stated in our annual their report on Form 10-K for the year ended December 31, 2016, which is incorporated herein by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partreference. Our Such financial statements are have been incorporated herein by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, the report of such firm given on upon their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered we are offering under this prospectus supplementprospectus. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplementprospectus, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Roompublic reference room. The SEC also maintains an Internet site that contains reports, proxy and information statements, statements and other information regarding issuers that file electronically with the SEC, including Capricor TherapeuticsProPhase Labs, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information found on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of this prospectus.

EXPERTS. RoseThe consolidated financial statements of Airgain, ▇Inc. as of December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023 incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for accountants upon the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that about issuers, including us, who file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address of that website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC and does not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Contracts, agreements or other documents are or may be filed as exhibits to the registration statement, or documents incorporated by reference in the registration statement. Statements in this prospectus supplement and the accompanying prospectus about these documents are summaries and each statement is 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. You may inspect a copy of the registration statement through the SEC’s website, as provided above. The SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompany prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus supplement, the accompanying prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC: • our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March March 6, 2024; and • the description of our common stock contained in the registration statement on Form 8-A, filed with the SEC on August 3, 2016, as updated by Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2019, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and the accompanying prospectus and deemed to be part of this prospectus supplement and the accompanying prospectus from the date of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address: Airgain, Inc.

EXPERTS. Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K for the year ended December 31, 20162024, as set forth in their report, which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partstatement. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP’s 's report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇▇▇://▇▇▇▇-▇▇.▇▇▇/. Information accessible on or through our website is not a part of this prospectus supplement. This prospectus supplement is part of a registration statement that we filed with the SEC and does not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus supplement forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus supplement by reference. Statements in this prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has The audited our consolidated financial statements included in our annual report on Form 10-K for and management’s assessment of the year ended December 31effectiveness of internal control over financial reporting of Sun Communities, 2016, which is Inc. incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are part have been so incorporated by reference in reliance on Rose, ▇upon the reports of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP’s report, given on their independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. We are a reporting company and subject to the informational requirements of the Exchange Act, and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet address of that site can be found at is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Additionally, we make these filings available, free of charge, through the “Investors & Media” section of our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇ as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on the website listed above, except as described in the section titled “Incorporation of Certain Documents by Reference” below, is not, and should not be, considered part of this prospectus supplement and the accompanying prospectus and is not incorporated by reference into this document. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered in connection with this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, which are part of the registration statement, do not contain all of the information set forth in the registration statement, or the exhibits and schedules to the registration statement. For further information regarding us, please refer to the registration statement and the documents filed or incorporated by reference as exhibits to the registration statement. Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, you should refer to the copy of such contract or document filed as an exhibit to or incorporated by reference in the registration statement. Each statement as to the contents of such contract or document is qualified in all respects by such reference. You may obtain copies of the registration statement and its exhibits from the SEC as indicated above or from us.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The financial statements included incorporated in our annual report this prospectus by reference to theAnnual Report on Form 10-K for the year ended December 31December31, 2016, which is 2022 have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, the report of WithumSmith+▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, an independent registered public accounting firm, which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s reportability to continue as a going concern, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information accessible on or through our website is not incorporated by reference into this prospectus and you shall not consider it to be a part of this prospectus. This prospectus and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The consolidated financial statements included of NuZee, Inc. as of September 30, 2021 and 2020 and for each of the two years in our annual report the period ended September 30, 2021, incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31September 30, 2016, which is 2021 have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rosethe report of MaloneBailey, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, an independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SECaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being common stock offered under by this prospectus supplementsupplement and the accompanying prospectus. This prospectus supplement does and the accompanying prospectus are part of that registration statement, but do not contain all of the information set forth included in the accompanying prospectus, the registration statement and or the exhibits to the registration statementexhibits. For further information with respect to us and the securities being offered under this prospectus supplementabout us, we refer you to the accompanying prospectus, the registration statement and the to its exhibits and schedules filed as a part of the registration statementschedules. You may read obtain the full registration statement and copy exhibits from the registration statementSEC or from us, as well as our provided below. We file annual, quarterly and current reports, proxy statements and other information, information with the SEC. Our SEC filings are available over the Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇.▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site a website that contains reports, proxy and information statements, statements and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement or the accompanying prospectus or incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider information on our website to be part of this prospectus supplement or the accompanying prospectus. We have included our website address as an inactive textual reference only.

EXPERTS. RoseThe financial statements as of December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2016 and 2015 and for each of the two years in the period ended December 31, 2016 incorporated by reference in this prospectus supplement, constituting a part of the registration statement on Form S-3 have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated herein by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportreference, given on their the authority of said firm as experts in accounting auditing and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SECaccounting. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under by this prospectus supplement. This prospectus supplement does not contain all and the accompanying prospectus, which are part of the information registration statement, omits certain information, exhibits, schedules and undertakings set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement, as permitted by the SEC. For further information with respect pertaining to us and the securities being offered under in this prospectus supplement, we refer you reference is made to the accompanying prospectus, the that registration statement and the exhibits and schedules filed as a part of to the registration statement. You may read Statements contained in this prospectus supplement and the accompanying prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, as well as our reference is made to the exhibit for a more complete description of the matters involved. We file annual, quarterly and current reports, proxy statements and other information, information with the SEC. Our SEC filings can be read and copied at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call The public may obtain information on the operation of the public reference room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about ▇. Also, the operation of the Public Reference Room. The SEC maintains an Internet site a website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, statements and other information regarding issuers that file electronically with the SEC, including Capricor Therapeuticsus. Our common stock is listed on the NASDAQ Capital Market under the symbol “ALDX.” General information about our company, Inc. The SEC’s Internet site can be found including our Annual Report 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 on, or than can be accessed through, our website is not incorporated into this prospectus supplement or other securities filings and is not a part of these filings.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The consolidated financial statements included in our annual report on Form 10-K of Microbot Medical Inc. as of December 31, 2020, and for the year ended December 31then ended, 2016, which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is forms a part. Our financial statements are incorporated part have been audited by reference in reliance on Rose, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP’s report▇▇▇▇▇ & Co., a firm in the Deloitte Global Network, independent registered public accounting firm, as set forth in its report thereon incorporated by reference herein, and are included in reliance upon such reports given on their the authority of such firms as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC Securities and Exchange Commission 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 the securities being offered under this prospectus supplement. This prospectus supplement supplement, which constitutes a part of the registration statement, does not contain all of the information set forth contained in the accompanying prospectus, the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus supplement 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 with respect to us and the securities being offered under this prospectus supplement, we refer you reference is made to the accompanying prospectus, the registration statement and the its exhibits and schedules filed as a part of the registration statementschedules. You may read and copy the registration statement, as well as our We file reports, proxy statements including annual reports on Form 10-K, quarterly reports on Form 10-Q and other information, at current reports on Form 8-K with the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference RoomSecurities and Exchange Commission. The SEC Securities and Exchange Commission maintains an Internet web site that contains reports, proxy and information statements, statements and other information regarding issuers issuers, including Microbot, that file electronically with the SEC, including Capricor Therapeutics, Inc. Securities and Exchange Commission. The SECSecurities and Exchange Commission’s Internet site can be found at website address is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, through which you can access our SEC filings. The information set forth on our website is not part of this prospectus supplement or the accompanying prospectus.

EXPERTS. Rose, ▇▇▇▇▇▇ & The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance on the report of ▇▇▇▇▇▇ LLP, independent registered public accounting firmaccountants, has audited our financial statements included in our annual report on Form 10-K for upon the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect relating to the securities being offered under by this prospectus supplement. This prospectus supplement supplement, which constitutes a part of the registration statement, does not contain all of the information set forth in the accompanying prospectus, the registration statement and or the exhibits to the registration statementthereto. For further more information with respect to regarding us and the securities being offered under by this prospectus supplement, we refer you to the accompanying prospectusfull registration statement, the registration statement and including the exhibits filed therewith. This prospectus summarizes certain provisions of certain contracts and schedules other documents filed as a part exhibits to which we refer you. Because the summaries may not contain all of the registration statementinformation that you may find important, you should review the full text of those documents. You may read and copy the access our SEC filings, including this registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We are subject to the information reporting requirements of the Exchange Act and file reports, proxy statements, and other information with the SEC. These reports, proxy statements and other information will be available for review at the SEC’s website referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇.▇▇▇, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

EXPERTS. RoseThe consolidated balance sheets of Ekso Bionics Holdings, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPInc. as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2022, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, has audited our financial statements included as stated in our annual their report on Form 10-K for the year ended December 31, 2016, which is incorporated herein by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partreference. Our Such financial statements are have been incorporated herein by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, the report of such firm given on upon their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information accessible on or through our website is not incorporated by reference into this prospectus supplement and you shall not consider it to be a part of this prospectus supplement. This prospectus supplement and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Statements in this prospectus supplement or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

EXPERTS. RoseThe consolidated financial statements, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements included in our annual report incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20162015, have been audited by Whitley Penn LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partreference. Our Such financial statements are have been so incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon the report of such firm given on upon their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy information filed by us with the registration statement, as well as our reports, proxy statements and other information, SEC at the SEC’s Public Reference Room at public reference section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call Information regarding the SEC at operation of the public reference section can be obtained by calling ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room▇. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, statements and other information about issuers, such as us, who file electronically with the SEC. We maintain an Internet site at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. However, the information on our Internet sites is not incorporated by reference in this prospectus supplement and the accompanying prospectus and you should not consider it a part of this prospectus supplement 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 in this prospectus supplement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus supplement; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules: • Our Annual Report on Form 10-K for the year ended December 31, 2015 (filed on March 30, 2016); • Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 (filed on May 16, 2016) and June 30, 2016 (filed on August 15, 2016); • Our Current Reports on Form 8-K filed on May 17, 2016, August 9, 2016, August 16, 2016 and August 26, 2016; • Definitive Proxy Statement on Schedule 14A relating to the Company’s 2016 Annual Meeting of Shareholders (filed on April 6, 2016); 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, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of 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., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Suite 600, Dallas, Texas 75219, telephone (▇▇▇) ▇▇▇-▇▇▇▇. We may offer or sell to the public from time to time in one or more series or issuances: • shares of our common stock; • shares of preferred stock; • warrants to purchase shares of our common stock, preferred stock and/or debt securities; • debt securities consisting of debentures, notes or other evidences of indebtedness; or • any combination of these securities. This prospectus provides a general description of the securities that we may offer. Each time that securities are sold under this prospectus, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read both this prospectus and the applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information” before you make your investment decision. Securities sold under this prospectus shall be sold directly to purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. Our common stock is listed on The NASDAQ Capital Market under the symbol “PTBI.” Beginning on June 22, 2015, our common stock will be listed on The NASDAQ Capital Market under the symbol “ABEO”, reflecting the change in our name from PlasmaTech Biopharmaceuticals, Inc. to Abeona Therapeutics Inc., as discussed elsewhere in this prospectus. On June 18, 2015, the closing price of our common stock was $6.53. As of June 18, 2015, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $96,389,000, based on 29,859,015 shares of outstanding common stock, of which approximately 14,760,908 shares are held by non- affiliates, and a per share price of $6.53 based on the closing sale price of our common stock on June 18, 2015. As of the date hereof, we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. In addition to the securities covered under this prospectus, our securities are currently also subject to ongoing public distribution pursuant to a prospectus covering the resale of an aggregate of 1,925,000 shares of our common stock issued to certain selling stockholders (pursuant to the registration statement on Form S-3, Registration No.333-204179). The mailing address of our principal executive offices is ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Suite 600, Dallas, Texas 75219. Our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement. About This Prospectus 5 Risk Factors 11 The Company 5 Use of Proceeds 34 Cautionary Note Regarding Forward-Looking Statements 34 Plan of Distribution 34 Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends Description of Our Common Stock 37 General Description of Securities That We May Sell 37 Description of Our Warrants 40 Description of Our Preferred Stock 39 Where You Can Find More Information; Incorporation by Reference 46 Description of Our Debt Securities 42 Experts 47 Legal Matters 47 This prospectus is part of a “shelf” registration statement. Under this 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.” 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.” Abeona Therapeutics Inc. (“Abeona” or the “Company”) is focused on developing and delivering gene therapy and plasma-based products for severe and life-threatening rare diseases. Abeo▇▇’▇ lead program is a gene therapy for ▇▇▇▇▇▇▇▇▇▇ syndrome (MPS IIIA and IIIB) in collaboration with patient advocate groups, researchers and clinicians. Clinical trials for ▇▇▇▇▇▇▇▇▇▇ types A and B are anticipated to begin in 2015. The Company recently licensed a third gene therapy program in juvenile ▇▇▇▇▇▇ disease from University of Nebraska Medical Center. In addition, the Company is pursuing two additional proprietary platforms, Salt Diafiltration (SDF™) Process and Polymer Hydrogel Technology (PHT™), and is active in the development and commercialization of human plasma-derived therapeutics, including its proprietary alpha-1 protease inhibitor, SDF Alpha™. Our principal executive office is located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Suite 600, Dallas, Texas 75129. Our website addresses are ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We do not incorporate by reference into this prospectus the information on our website, and you should not consider it as part of this prospectus.

EXPERTS. RoseThe financial statements of Lumos Pharma, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc. as of December 31, 2021 and 2020, and for the years then ended, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, has audited our financial statements included in our annual report on Form 10-K for and upon the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and elsewhere in the registration statement authority of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority said firm as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇.▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇We make available, free of charge, through our website under “Investors & Media” section, our Annual Reports on Form 10-▇▇▇K, Quarterly Reports on Form 10-▇▇▇Q, Current Reports on Form 8-▇▇▇▇ for more information about the operation K, statements of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy changes in beneficial ownership of securities and information statements, amendments to those reports and other information regarding issuers that file electronically statements as soon as reasonably practicable after they are filed with the SEC, including Capricor Therapeutics, Inc. . The SEC’s Internet site can be found at address for our website is ▇▇▇▇://▇▇▇.▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇. The contents on our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC. This prospectus supplement and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC’s website.

EXPERTS. Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K for the year ended December 31, 20162024, as set forth in their report, which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partstatement. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP’s 's report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect filings are available to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of public over the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, Internet at the SEC’s Public Reference Room website at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇▇▇://▇▇▇▇-▇▇.▇▇▇/. Information accessible on or through our website is not a part of this prospectus. This prospectus and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The consolidated financial statements included incorporated in our annual report this prospectus supplement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 20162019 and the effectiveness of our internal control over financial reporting as of December 31, which is 2019 have been audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partreference. Our Such consolidated financial statements are incorporated herein by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, upon such reports given on their the authority of such firm as experts in accounting and auditing. We have filed a registration statement on Form S-3 with the SEC for the shares of common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein, do not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. We file annual, quarterly and periodic reports, proxy statements and other information with the SEC. Many of our SEC filings are a reporting company and file available to the public from the SEC’s website: ▇▇▇.▇▇▇.▇▇▇. We make available free of charge our annual, quarterly and current reports, proxy statements and other information with the SECupon request. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectusTo request such materials, the registration statement and the exhibits to the registration statement. For further information with respect to please contact us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at following address or telephone number: ADMA Biologics, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇.▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇, Executive Vice President and Chief Financial Officer, (▇▇▇) ▇▇▇-▇▇▇▇ .. Exhibits to the documents will not be sent, unless those exhibits have specifically been incorporated by reference in this prospectus. You may also obtain reports, statements or other information that we file with the SEC by accessing our website at ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇, under the Investors tab, SEC Filings. Information contained in, or accessible through, our website does not constitute a part of this prospectus or any accompanying prospectus supplement.▇▇▇.

EXPERTS. Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual report Annual Report on Form 10-K 10‑K for the year ended December 31, 20162016 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements), which is incorporated by reference into in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a partsupplement. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ Ernst & ▇▇▇▇▇▇ Young LLP’s report, given on their authority as experts in accounting and auditing. The financial statements for the year ended December 31, 2014 incorporated in this prospectus supplement by reference to the Annual Report on Form 10‑K for the year ended December 31, 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 2 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Copies of certain information filed by us with the SEC are also available on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Our website is not a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under part of this prospectus supplement and is not incorporated by reference in this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may also read and copy any document we file with the registration statement, as well as our reports, proxy statements and other information, SEC at the SEC’s Public Reference Room at Room, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ 1‑800‑SEC‑0330 for more further information about on the operation of the Public Reference Room. The SEC maintains an Internet site This prospectus supplement is part of a registration statement that contains reports, proxy and information statements, and other information regarding issuers that file electronically we filed with the SEC. The registration statement contains more information than this prospectus supplement and the accompanying prospectus regarding us and the securities, including Capricor Therapeutics, Inc. The certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the address listed above or from the SEC’s Internet site can be found at ▇▇▇▇://▇▇▇internet site.▇▇▇.▇▇▇.

EXPERTS. Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in our annual report Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 20162023, which is have been so incorporated by reference into this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement is a part. Our financial statements are incorporated by reference in reliance on Rosethe reports of KPMG LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s reportan independent registered public accounting firm, given on their the authority of said firm as experts in accounting auditing and auditingaccounting. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect Exchange Act. The SEC filings are available to the securities being offered under this prospectus supplementpublic from commercial document retrieval services. This prospectus supplement does not contain all of the information set forth in the accompanying prospectus, the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, These filings are also available at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call website maintained by the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained on our website is not incorporated by reference in, and should not be interpreted to be, part of this prospectus. We make available, free of charge, on our website our SEC filings. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by this prospectus supplement. This prospectus supplement 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 more detail about us and any securities that may be offered by this prospectus supplement, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph.

EXPERTS. RoseThe consolidated financial statements as of December 31, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2014 and 2013, and for each of the two years in the period ended December 31, 2014, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated by reference in this prospectus supplement have been so incorporated in reliance on the reports of BDO USA, LLP, an independent registered public accounting firm, has audited our (the report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SEC under the Securities Act. This prospectus supplement and the accompanying prospectus do not contain all of the information included in our annual report on Form 10-K for the year ended December 31registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the SEC. For further information, 2016we refer you to the registration statement, which is incorporated by reference into including its exhibits and schedules. Statements contained in this prospectus supplement and elsewhere in the registration statement accompanying prospectus about the provisions or contents of which this prospectus supplement is any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditingmore complete description of the matters involved. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the Our SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement does not contain all of the information set forth in the accompanying prospectusfilings, including the registration statement and the exhibits exhibits, are available to the registration statement. For further information with respect to us and public at the securities being offered under this prospectus supplement, we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statementSEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may read also read, without charge, and copy the registration statement, as well as our reports, proxy statements and other informationdocuments we file, at the SEC’s Public Reference Room public reference rooms 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 more further information about on the operation of the Public Reference Roompublic reference rooms. The SEC maintains We maintain an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have not incorporated by reference into this prospectus supplement or the accompanying prospectus the information on our website, and you should not consider any of the information posted on or hyper-linked to our website to be a part of this prospectus supplement or the accompanying prospectus.