Common use of EXPERTS Clause in Contracts

EXPERTS. The consolidated balance sheets of ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority as experts in auditing and accounting. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is part of the registration statements and does not contain all of the information in the registration statements and their exhibits. The registration statements, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Website. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus supplement or the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The consolidated balance sheets of ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. the Company and Subsidiaries its subsidiaries as of December 31, 2019 and 2018 2023 and the related consolidated statements of operationsoperations and comprehensive loss, stockholders’ equity equity, and cash flows for each of the years year then ended, ended have been audited by EisnerAmper UHY LLP, an independent registered public accounting firm, as stated in their reportsreport which is incorporated herein, which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern. Such financial statements are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports report of such firm, firm given upon their authority as experts in auditing accounting and accountingauditing. The consolidated balance sheets of the Company and its subsidiaries as of December 31, 2022 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended have been audited by ▇▇▇▇▇ ▇▇▇▇▇ US, LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements are incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating are subject to the securities covered by this prospectus supplement information and the accompanying prospectuses. This prospectus is part periodic reporting requirements of the registration statements Exchange Act, and does not contain all of the information in the registration statements and their exhibits. The registration statements, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Website. We we file annual, quarterly quarterly, and current reports, proxy statements and other information with the SEC. We also filed a registration statement on Form S-3, including exhibits, under the Securities Act with respect to the shares of Common Stock offered by this prospectus supplement. This prospectus supplement and the accompanying prospectus are a part of the registration statement, but do not contain all of the information included in the registration statement or the exhibits. The SEC maintains an Internet site at ▇▇▇▇://a web site, ▇▇▇.▇▇▇.▇▇▇ ▇, that contains reports, proxy and information statements, statements and other information regarding issuers, such as us, issuers that file electronically with the SEC. AdditionallyYou may review the registration statement and any other document we file on the SEC’s web site. Our SEC filings are also available to the public on our website, you may access our filings with the SEC through our website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included /. The information on our website address as an inactive textual reference only website, however, is not, and our website and the information contained on, or that can be accessed through, our website will should not be deemed to be incorporated by reference inbe, and are not considered a part of, of this prospectus supplement or the accompanying prospectusessupplement. You may also request a copy of these filings, at no cost, by writing us at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other are “incorporating by reference” specified documents that we file with the SEC, as well as any or all which means: ● incorporated documents are considered part of the documents incorporated by reference in this prospectus supplement supplement; ● we are disclosing important information to you by referring you to those documents; and ● information that we file with the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the SEC will automatically update and supersede information contained in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in incorporate by reference into this prospectus supplement was accurate on the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of filing of the front cover registration statement of which this prospectus supplement is a part and prior to the effectiveness of such registration statement, and (ii) on or after the date of this prospectus supplement only. Our business, financial condition, results until the earlier of operations and prospects may the date on which all of the securities registered hereunder have changed since that date.been sold or the registration statement of which this prospectus supplement is a part has been withdrawn:

EXPERTS. The consolidated balance sheets financial statements of ▇▇▇▇▇▇ Pharmaceuticals HoldingsAchieve Life Sciences, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations2017, stockholders’ equity and cash flows for each of the years then endedin the three- year period ended December 31, 2018, have been audited incorporated by EisnerAmper reference herein and in the registration statement in reliance upon the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statementsreference herein, and (2) express an adverse opinion on upon the effectiveness authority of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority said firm as experts in auditing accounting and accounting. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is part of the registration statements and does not contain all of the information in the registration statements and their exhibits. The registration statements, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Websiteauditing. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site , which are available at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ ▇. In addition, we maintain a website that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website about us at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the The information contained found on, or that can be accessed otherwise accessible through, our website will is not be deemed to be incorporated by reference ininto, and are does not considered form a part of, this prospectus supplement or the accompanying prospectuses. We will provide you without charge, upon your oral any other report or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents document we file with or furnish to the SEC, as well as any or all of . We have filed with the documents incorporated SEC a registration statement on Form S-3 (File No. 333-229019) under the Securities Act with respect to the common stock offered by reference in this prospectus supplement and the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents)supplement. Requests for such copies should be directed to: You should rely only on the information When used in this prospectus supplement, the accompanying prospectuses term “registration statement” includes amendments to the registration statement as well as the exhibits, schedules, financial statements and notes filed as part of the additional registration statement or incorporated by reference therein. This prospectus supplement, which constitutes a part of the registration statement, omits some information described above contained in the registration statement in accordance with SEC rules and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedregulations. You should assume that review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the common stock we are offering by this prospectus supplement was accurate on supplement. Statements herein concerning any document we filed as an exhibit to the date 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 front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that dateregistration statement from the SEC at the address listed above or from the SEC’s website.

EXPERTS. The consolidated balance sheets financial statements of Galectin Therapeutics, Inc. and subsidiaries as of December 31, 2012 and 2011 and for the years then ended, and the cumulative period ended December 31, 2012, have been incorporated by reference herein in reliance upon the report of ▇▇▇▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on and upon the financial statements, and (2) express an adverse opinion on the effectiveness authority of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority said firm as experts in auditing accounting and accountingauditing. We have filed file reports with the SEC two Registration Statements on an annual basis using Form 10–K, quarterly reports on Form S-3 (File No. 333-237588 10–Q and File No. 333-222447) relating to the securities covered by this prospectus supplement current reports on Form 8–K. You may read and the accompanying prospectuses. This prospectus is part of the registration statements copy any such reports and does not contain all of the information in the registration statements and their exhibits. The registration statements, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available amendments thereto at the SEC’s SECs Public Reference Room or through its Websiteat 10▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. We file ▇▇▇▇▇ ▇n official business days during the hours of 10:00 a.m. to 3:00 p.m. Please call the SEC at 1–800–SEC–0330 for information on the Public Reference Room. Additionally, the SEC maintains a website that contains annual, quarterly quarterly, and current reports, proxy statements statements, and other information that issuers (including us) file electronically with the SEC. The SEC maintains an Internet site at SECs website address is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that ▇. You can also obtain copies of materials we file electronically with the SEC. Additionally, you may access our filings with the SEC through from our Internet website found at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and Our stock is quoted on the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus supplement or NASDAQ Capital Market under the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this symbol “GALT.” This prospectus supplement and the accompanying prospectuses (other than related prospectus are 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 to such documents unless such exhibits and schedules with the registration statement that are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in excluded from this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer refer to sell these securities in the applicable exhibit or schedule for a complete description of any jurisdiction where such offer statement referring to any contract or sale is not permittedother document. You should assume that the information in this prospectus supplement was accurate on the date may inspect a copy of the front cover registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that datethe fees prescribed by the SEC.

EXPERTS. The consolidated balance sheets financial statements of ▇ImmunityBio, Inc. appearing in ImmunityBio, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2021, and the effectiveness of ImmunityBio, Inc.’s internal control over financial reporting as of December 31, 2021 have been audited by ▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by EisnerAmper & Young LLP, an independent registered public accounting firm, as stated set forth in their reportsreports thereon, which are included therein, and incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been are incorporated herein by reference in reliance upon such reports given on the reports authority of such firm, given upon their authority firm as experts in auditing accounting and accountingauditing. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating Because we are subject to the securities covered by this prospectus supplement information and the accompanying prospectuses. This prospectus is part reporting requirements of the registration statements and does not contain all of the information in the registration statements and their exhibits. The registration statementsExchange Act, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Website. We we file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at the SEC’s website at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains ▇. In addition, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, proxy and information statements, and other information regarding issuers, such as us, that we file electronically with the SEC. Additionally, you may access our filings with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge through our website located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address as an and the SEC website address in this prospectus are inactive textual reference only and references only. Information contained on our website is not part of this prospectus. This prospectus and any accompanying prospectus supplement are part of a registration statement on Form S-3 that we have filed with the SEC and do not contain all the information we have included in the registration statement and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, accompanying exhibits and are not considered part of, this prospectus supplement or schedules we have filed with the accompanying prospectusesSEC. We will provide you without charge, upon your oral or written request, with an electronic or paper copy Forms of any or all reports, proxy statements the indenture and other documents we file with establishing the SEC, as well as any or all terms of the documents incorporated by reference 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 the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated each statement is qualified in all respects by reference into such documents). Requests for such copies should be directed to: You should rely only on to the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person document to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedwhich it refers. You should assume that refer to the information in this prospectus supplement was accurate on registration statement, exhibits and schedules for a more complete description about us and the date of securities. The registration statement, exhibits and schedules are available through the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that dateSEC’s Internet site.

EXPERTS. The consolidated balance sheets financial statements of Data Storage Corporation 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 in the registration statement of which this prospectus forms a part have been so incorporated in reliance on the report of ▇▇▇▇▇▇▇▇▇ Pharmaceuticals Holdings▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by EisnerAmper LLPP.A., an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion given on the financial statements, and (2) express an adverse opinion on the effectiveness authority of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority said firm as experts in auditing and accounting. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is part of a registration statement we filed with the registration statements and SEC. This prospectus does not contain all of the information set forth in the registration statements statement and their exhibitsthe exhibits to the registration statement. The For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statements, their statement and the exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are schedules filed as a part of the registration statements statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these securities in order to review a copy any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the contract time of delivery of this prospectus or documents. The registration statements and any sale of the exhibits are available at the SEC’s Public Reference Room or through its Websitesecurities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an Internet site filings are available to the public at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC▇. Additionally, you may access Our SEC filings are also available on our filings with the SEC through our website at ▇▇▇▇://website,▇▇▇.▇▇▇▇.▇▇▇/▇▇▇-▇▇▇▇▇▇▇▇▇ under the heading “SEC Filings.▇▇▇. We have included ” The reference to our website address as is an inactive textual reference only and our website and only, the information contained onin, or and that can be accessed throughthrough our website, is not incorporated into and is not a part of this prospectus. We make available on our website will not be deemed to be incorporated by reference in, and our SEC filings as soon as reasonably practicable after those reports are not considered part of, this prospectus supplement or the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file filed with the SEC, as well as any or all of the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The consolidated balance sheets financial statements of ▇▇▇▇▇▇ Pharmaceuticals HoldingsAvenue Therapeutics, Inc. and Subsidiaries as of December 31, 2019 2023 and 2018 December 31, 2022 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited incorporated by EisnerAmper reference herein and in the registration statement in reliance on the report of KPMG LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statementsreference herein, and (2) express an adverse opinion on upon the effectiveness authority of internal control over financial reportingsaid firm as experts in accounting and auditing. Such The audit report covering the December 31, 2023 consolidated financial statements have been incorporated herein by reference in reliance on contains an explanatory paragraph that states the reports of such firm, given upon their authority Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future that raise substantial doubt about the Company’s ability to continue as experts in auditing and accounting. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is part of the registration statements and does not contain all of the information in the registration statements and their exhibitsa going concern. The registration statements, their exhibits and consolidated financial statements do not include any adjustments that might result from the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information outcome of that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Websiteuncertainty. We file annual, quarterly reports and current reports, proxy statements and other information with the SEC. The SEC maintains an These filings include our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements on Schedule 14A, as well as any amendments to those reports and proxy statements, which are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Our Internet site at ▇▇▇▇://website address is ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our Our website and the information contained on, or that can be accessed through, our the website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus supplement or the accompanying prospectusesprospectus. We will provide you without charge, upon You should not rely on any such information in making your oral or written request, with an electronic or paper copy of any or all decision whether to purchase our securities. The SEC also maintains a website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements and other documents we information regarding us and other issuers that file electronically with the SEC, as well as any or all . This prospectus supplement is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omitted from this prospectus supplement in accordance with the rules of the documents incorporated SEC. For more detail about us and any securities that may be offered by reference this prospectus supplement, you may examine the registration statement of which this prospectus supplement forms a part, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying prospectuses (base prospectus as to the contents of any contract or other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We document are not making an offer necessarily complete, and in each instance we refer you to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus supplement was accurate on the date copy of the front cover of this prospectus supplement only. Our businesscontract or document filed as an exhibit to the registration statement, financial condition, results of operations and prospects may have changed since that dateeach such statement being qualified in all respects by such reference.

EXPERTS. The consolidated balance sheets financial statements of Amprius Technologies, Inc. as of and for the year ended December 31, 2022 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP (n/k/a BDO USA, P.C.), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The financial statements of Amprius Technologies, Inc. as of December 31, 2021 and for the year ended December 31, 2021 have been audited by ▇▇▇▇▇▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their reports, which are report thereon and incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference into this prospectus in reliance on upon such report and upon the reports authority of such firm, given upon their authority firm as experts in auditing accounting and accounting. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is part of the registration statements and does not contain all of the information in the registration statements and their exhibits. The registration statements, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Websiteauditing. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information accessible on or through our website address as an inactive textual reference only is not a part of this prospectus. This prospectus and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this any prospectus supplement or the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy is part of any or all reports, proxy statements and other documents a registration statement that we file filed with the SEC, as well as any or 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 by reference in this prospectus supplement and the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents)reference. Requests for such copies should be directed to: You should rely only on the information 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 accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person document to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedwhich it refers. You should assume that read the information in this prospectus supplement was accurate on the date actual documents for a more complete description of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that daterelevant matters.

EXPERTS. The consolidated balance sheets financial statements of ▇▇▇▇▇▇ Pharmaceuticals HoldingsVincerx Pharma, Inc. and Subsidiaries as of and for the periods ended December 31, 2019 2023 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended2022 incorporated by reference herein, have been audited by EisnerAmper LLPWithumSmith+Brown, PC, an independent registered public accounting firm, as stated set forth in their reportsreport incorporated by reference herein, which and are incorporated herein by reference, which reports (1) express an unqualified opinion included in reliance upon such report given on the financial statements, and (2) express an adverse opinion on the effectiveness authority of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority said firm as experts in auditing accounting and accountingauditing. We have filed a registration statement on Form S-3 with the SEC two Registration Statements on Form S-3 (File Nounder the Securities Act. 333-237588 and File No. 333-222447) relating to the securities covered by this This prospectus supplement and the accompanying prospectuses. This prospectus is are part of the registration statements and does not contain all of the information in statement, but the registration statements statement includes and their exhibits. The registration statements, their exhibits and the documents incorporated incorporates by reference in this prospectus supplement additional information and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Websiteexhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet a web site at ▇▇▇▇://that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that site on the worldwide web is ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. The information statements, and other information regarding issuers, such as us, that file electronically with on the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will ’s web site is not be deemed to be incorporated by reference in, and are not considered part of, of this prospectus supplement or the accompanying prospectusesprospectus, and any references to this web site or any other web site are inactive textual references only. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus supplement and the accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you should read it with the same care that you read this prospectus supplement and the accompanying prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus supplement and the accompanying prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2023; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024; • our Current Reports on Form 8-K filed with the SEC on January 16, 2024, March 29, 2024 (filed pursuant to Items 1.01 and 9.01), April 8, 2024, April 25, 2024 (solely with respect to Item 8.01), April 26, 2024, May 28, 2024, August 16, 2024, October 7, 2024, November 25, 2024, December 6, 2024, December 27, 2024, and January 16, 2025; and • the description of our common stock contained in our Registration Statement on Form 8-A filed on March 5, 2020, as well as updated by the description set forth in Exhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, together with any amendment or report filed with the SEC for the purpose of updating such description. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and the termination of any offering of securities offered by this prospectus supplement and the accompanying prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference in but not delivered with this prospectus supplement and the accompanying prospectuses prospectus, at no cost, by writing or telephoning us at the following address and number: Vincerx Pharma, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇ Street, San Mateo, California 94402, telephone (other than ▇▇▇) ▇▇▇-▇▇▇▇. We will not, however, send exhibits to such documents those documents, unless such the exhibits are specifically incorporated by reference into such in those documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The consolidated balance sheets of ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated financial statements of operationsBlackSky Technology Inc., stockholders’ equity and cash flows for each of the years then endedincorporated by reference in this prospectus supplement, have been audited by EisnerAmper Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which report. Such financial statements are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on upon the reports report of such firm, given upon their authority as experts in auditing accounting and accounting. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating to the securities covered by this prospectus supplement and the accompanying prospectuses. This prospectus is part of the registration statements and does not contain all of the information in the registration statements and their exhibits. The registration statements, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Websiteauditing. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at website ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, and other information regarding about issuers, such as like us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our We also maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included make available, free of charge, on our investor relations website at ▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. Information contained on our website address as is not a part of or incorporated by reference into this prospectus and the inclusion of our website and investor relations website addresses in this prospectus is an inactive textual reference only only. This prospectus supplement and the accompanying 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. You should review the information and exhibits in the registration statement for further information on us and our website consolidated subsidiaries and the information contained oncommon stock that we are offering. Additional documents relating to the offered securities, such as the Sales Agreement, are filed as exhibits to the registration statement of which this prospectus forms a part or that can be accessed through, our website will not be deemed to be under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference in, and are not considered part of, reference. Statements in this prospectus supplement or the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or prospectus about these documents are summaries and each statement is qualified in all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated respects by reference in this prospectus supplement and to the accompanying prospectuses (other than exhibits document to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedwhich it refers. You should assume that read the information in this prospectus supplement was accurate on the date actual documents for a more complete description of the front cover relevant matters. You may inspect a copy of this prospectus supplement only. Our businessthe registration statement through the SEC’s website, financial condition, results of operations and prospects may have changed since that dateas provided above.

EXPERTS. The consolidated balance sheets financial statements of ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries Iterum Therapeutics plc as of December 31, 2019 2023 and 2018 2022, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then endedin the three-year period ended December 31, 2023, have been audited incorporated by EisnerAmper LLPreference herein in reliance upon the report of KPMG, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statementsreference herein, and (2) express an adverse opinion on upon the effectiveness authority of internal control over financial reportingsaid firm as experts in accounting and auditing. Such The audit report covering the December 31, 2023 consolidated financial statements have been incorporated herein by reference in reliance on contains an explanatory paragraph that states that the reports Company’s recurring losses from operations and net capital deficiency raise substantial doubt about the entity’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of such firm, given upon their authority as experts in auditing and accountingthat uncertainty. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating are subject to the securities covered by this prospectus supplement information and the accompanying prospectuses. This prospectus is part periodic reporting requirements of the registration statements and does not contain all of the information Exchange Act and, in the registration statements and their exhibits. The registration statementsaccordance therewith, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Website. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at the SEC’s website at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that ▇, which contains reports, proxy and information statements, and other information regarding issuers, such as us, issuers that file electronically with the SEC. Additionally, you may access our filings Copies of certain information filed by us with the SEC through are also available on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our Our website address as an inactive textual reference only is not a part of this prospectus supplement and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, in this prospectus supplement. This prospectus supplement or and the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy prospectus are part of any or all reports, proxy statements and other documents a registration statement we file filed with the SEC, as well as any or all of . This prospectus supplement and the documents incorporated by reference accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectuses (other than exhibits prospectus concerning any document we filed as an exhibit to such documents unless such exhibits the registration statement or that we otherwise filed with the SEC are specifically incorporated not intended to be comprehensive and are qualified by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.

EXPERTS. The consolidated balance sheets financial statements of ▇▇▇▇▇▇ Pharmaceuticals HoldingsVincerx Pharma, Inc. and Subsidiaries as of and for the periods ended December 31, 2019 2023 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended2022 incorporated by reference herein, have been audited by EisnerAmper LLPWithumSmith+Brown, PC, an independent registered public accounting firm, as stated set forth in their reportsreport incorporated by reference herein, which and are incorporated herein by reference, which reports (1) express an unqualified opinion included in reliance upon such report given on the financial statements, and (2) express an adverse opinion on the effectiveness authority of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority said firm as experts in auditing accounting and accountingauditing. We have filed a registration statement on Form S-3 with the SEC two Registration Statements on Form S-3 (File Nounder the Securities Act. 333-237588 and File No. 333-222447) relating to the securities covered by this This prospectus supplement and the accompanying prospectuses. This prospectus is are part of the registration statements and does not contain all of the information in statement, but the registration statements statement includes and their exhibits. The registration statements, their exhibits and the documents incorporated incorporates by reference in this prospectus supplement additional information and the accompanying prospectuses, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Websiteexhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet a web site at ▇▇▇▇://that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The address of that site on the worldwide web is ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. The information statements, and other information regarding issuers, such as us, that file electronically with on the SEC. Additionally, you may access our filings with the SEC through our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, our website will ’s web site is not be deemed to be incorporated by reference in, and are not considered part of, of this prospectus supplement or the accompanying prospectusesprospectus, and any references to this web site or any other web site are inactive textual references only. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, as well as which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus supplement and the accompanying prospectus. Information that is incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and you should read it with the same care that you read this prospectus supplement and the accompanying prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus, and will be considered to be a part of this prospectus supplement and the accompanying prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus supplement and the accompanying prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2023; • our Current Report on Form 8-K filed with the SEC on January 16, 2024; and • the description of our securities set forth in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2021, together with any amendment or report filed for the purposes of updating this description. We also incorporate by reference all additional documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and the termination of any offering of securities offered by this prospectus supplement and the accompanying prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules. You may request a copy of any or all of the documents incorporated by reference in but not delivered with this prospectus supplement and the accompanying prospectuses prospectus, at no cost, by writing or telephoning us at the following address and number: Vincerx Pharma, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone (other than ▇▇▇) ▇▇▇-▇▇▇▇. We will not, however, send exhibits to such documents those documents, unless such the exhibits are specifically incorporated by reference into such in those documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.

EXPERTS. The consolidated balance sheets financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K for the years ended December 31, 2020 and 2019, and for each of the years in the period ended December 31, 2020, have been so incorporated in reliance on the report of ▇▇▇▇▇▇ Pharmaceuticals Holdings▇, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion given on the financial statements, authority of said firm as experts in auditing and (2) express an adverse opinion on the effectiveness of internal control over financial reportingaccounting. Such The consolidated financial statements of Enertec Systems 2001 LTD., as of December 31, 2020 and December 31, 2019, and for the year ended December 31, 2020 incorporated by reference in this prospectus have been so incorporated herein by reference in reliance on the reports report of such BDO ▇▇▇ ▇▇▇▇, an independent registered public accounting firm, incorporated herein by reference, given upon their on the authority of said firm as experts in auditing and accounting. We have filed with the SEC two Registration Statements Commission a registration statement on Form S-3 (File No. 333-237588 and File No. 333-222447) relating under the Securities Act, with respect to the securities covered by this prospectus supplement and the accompanying prospectusesprospectus. This prospectus is and any prospectus supplement which form a part of the registration statements and statement, does not contain all of the information set forth in the registration statements and their exhibits. The registration statements, their statement or the exhibits and the documents incorporated by reference in this prospectus supplement schedules filed therewith. For further information with respect to us and the accompanying prospectusessecurities covered by this prospectus, all contain information that is material to please see the offering of registration statement and the securities herebyexhibits filed with the registration statement. Whenever a reference is Any statements made in this prospectus or any prospectus supplement or concerning legal documents are not necessarily complete and you should read the accompanying prospectuses to any of our contracts or other documents, the reference may not be complete. You should refer documents that are filed as exhibits to the exhibits that are registration statement or otherwise filed with the Commission for a part more complete understanding of the document or matter. A copy of the registration statements in order to review a copy of the contract or documents. The registration statements statement and the exhibits are available filed with the registration statement may be inspected without charge at the SEC’s Public Reference Room or through its Websitemaintained by the Commission, located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Please call the Commission at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The Commission also maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the website is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read, without charge, and copy the documents we file at the Commission’s public reference room in Washington, D.C. at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can request copies of these documents by writing to the Commission and paying a fee for the copying cost. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. Our filings with the Commission are available to the public at no cost from the SEC. The SEC maintains an Internet site ’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and information statements, ▇. The reports and other information regarding issuers, such as us, that file electronically filed by us with the SEC. AdditionallyCommission are also available at our website, you may access our filings with the SEC through our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included Information contained on our website address as an inactive textual reference only and our website and the information contained on, or that can be accessed through, through our website will is not be deemed to be incorporated by reference in, and are not considered part of, this prospectus supplement or the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus supplement and the accompanying prospectuses (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses or any prospectus supplement and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer be considered to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus supplement was accurate on the date of the front cover be part of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that dateor any prospectus supplement.

EXPERTS. The consolidated balance sheets financial statements of ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries Nabriva Therapeutics plc as of December 31, 2019 and 2018 2020 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then endedin the three-year period ended December 31, 2020, have been audited incorporated by EisnerAmper reference herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statementsreference herein, and (2) express an adverse opinion on upon the effectiveness authority of internal control over financial reportingsaid firm as experts in accounting and auditing. Such The audit report covering the December 31, 2020 consolidated financial statements have been incorporated herein by reference in reliance on contains an explanatory paragraph that states that ▇▇▇▇▇▇▇ Therapeutics plc has incurred recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the reports outcome of such firm, given upon their authority as experts in auditing and accountingthat uncertainty. We have filed with the SEC two Registration Statements on Form S-3 (File No. 333-237588 and File No. 333-222447) relating are subject to the securities covered by this prospectus supplement information and the accompanying prospectuses. This prospectus is part periodic reporting requirements of the registration statements and does not contain all Securities Exchange Act of the information in the registration statements and their exhibits. The registration statements1934, their exhibits and the documents incorporated by reference in this prospectus supplement and the accompanying prospectusesas amended, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus supplement or the accompanying prospectuses to any of our contracts or other documentsExchange Act, the reference may not be complete. You should refer to the exhibits that are a part of the registration statements and, in order to review a copy of the contract or documents. The registration statements and the exhibits are available at the SEC’s Public Reference Room or through its Website. We accordance therewith, file annual, quarterly and current reports, proxy statements and other information with the SEC. The Our SEC maintains an filings are available to the public over the Internet site at ▇▇▇▇://the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy and ▇. Copies of certain information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings filed by us with the SEC through are also available on our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our Our website address as an inactive textual reference only is not a part of this prospectus supplement and our website and the information contained on, or that can be accessed through, our website will is not be deemed to be incorporated by reference in, and are not considered part of, in this prospectus supplement. This prospectus supplement or and the accompanying prospectuses. We will provide you without charge, upon your oral or written request, with an electronic or paper copy prospectus are part of any or all reports, proxy statements and other documents a registration statement we file filed with the SEC, as well as any or all of . This prospectus supplement and the documents incorporated by reference accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus supplement and the accompanying prospectuses (other than exhibits prospectus concerning any document we filed as an exhibit to such documents unless such exhibits the registration statement or that we otherwise filed with the SEC are specifically incorporated not intended to be comprehensive and are qualified by reference into such documents). Requests for such copies should be directed to: You should rely only on the information in this prospectus supplement, the accompanying prospectuses and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permittedfilings. You should assume that review the information in this prospectus supplement was accurate on the date of the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that datecomplete document to evaluate these statements.