Common use of Forward-Looking Statements Clause in Contracts

Forward-Looking Statements. When used in this prospectus, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

Forward-Looking Statements. When used This prospectus, including the documents that we incorporate by reference, contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this prospectus, including the words “expects,” “believes,” “anticipates,” “estimates,” documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. We intend for these forward- looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “couldexpect,” “intendsbelieve,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. These We caution you that these statements are not guarantees of future performance or events and are subject to known a number of uncertainties, risks and unknown other influences, many of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by discussed in the forward-looking statements. These forward-looking statements speak only as of the date “Risk Factors” section on page 3 of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-KK for the fiscal year ended December 31, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed 2019 or in other reports we file with the SECSecurities and Exchange Commission. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. You should rely only on the information in this prospectus. 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.

Forward-Looking Statements. When used in this prospectus, This prospectus supplement and the words documents we have filed with the SEC that are incorporated by reference contain “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are subject relate to future events or to our future operating or financial performance and involve known and unknown risks risks, uncertainties and uncertainties other factors that could may cause our actual results results, performance or achievements to differ be materially different from those projected any future results, performances or otherwise achievements expressed or implied by the forward-looking statements. These forward-looking All statements speak only as other than statements of the date of historical facts contained in this prospectus. Given these risks , including statements regarding our future results of operations and uncertaintiesfinancial condition, you should not place undue reliance on these business strategy and plans and objectives of management for future operations, are forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in In some cases, forward-looking statements may also be contained in identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will” or the documents negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we incorporate by reference into this prospectusbelieve may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements speak only as are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the date of section titled “Risk Factors” and elsewhere in this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change prospectus and in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering. These factors include, among other things: • We may never earn a profit; • We are subject to the uncertainties associated with the clinical development and regulatory approval of its product candidates including potential delays in the commencement, enrollment and completion of clinical trials and that the results of prior clinical trials may not be predictive of future results; • We may experience delays or unexpected challenges in manufacturing and other operational activities related to the development, approval, and commercialization of our lead product candidates. • We will be required to raise additional funds to finance its operations and remain a going concern and may be required to do so sooner than it expects; • We may not be able to raise additional funds when necessary, and/or on acceptable terms; • We may not be able to protect our respective intellectual property rights; • There may be changes in expected or existing competition for our product candidates; • if we were to be delisted from Nasdaq, it could reduce the visibility, liquidity and price of its common stock; • a significant portion of the our total outstanding shares of common stock may be sold into the public market at any point, which could cause the market price of our common stock to drop significantly, even if we are doing well; • provisions in our certificate of incorporation, our bylaws or Delaware law might discourage, delay or prevent a change in control of the company or changes in its management, which may depress the price of its common stock; • the coronavirus (COVID-19) pandemic may have an adverse effect on our business and timelines, the medical community and the global economy; and • securities analysts’ published reports could cause a decline in the price of the our stock. These risks are not exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties nor can we assess the impact of all such factors on our business or the extent to which any such factor, or combination of such factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Forward-Looking Statements. When used The discussion in this prospectusrelease may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, the or representing management’s beliefs about our future strategies, operations and financial results, as well as other statements including, but not limited to, words such as “expectsanticipate,” “believesbelieve,” “anticipatesplan,” “estimatesestimate,” “expect,” “intend,” “may,” “could,” “intends,should” and other similar expressions are intended to identify forwardexpressions. Forward-looking statements. These statements are subject to known made based upon management’s current expectations and unknown risks beliefs concerning trends and uncertainties that could cause actual future developments and their potential effects on us. They are not guarantees of future performance. Actual results to may differ materially from those projected or otherwise implied suggested by the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions a result of risks and uncertainties which include, among others: (i) changes in general market and business conditions, interest rates and the debt and equity markets; (ii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iii) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (iv) our dependence on non-affiliated distributors for our product sales, (v) downgrades in our debt or financial strength ratings; (vi) our dependence on third parties to maintain critical business and administrative functions; (vii) the ability of independent trustees of our mutual funds and closed-end funds, intermediary program sponsors, managed account clients and institutional asset management clients to terminate their relationships with us; (viii) our ability to attract and retain key personnel in a competitive environment; (ix) the poor relative investment performance of some of our asset management strategies and the resulting outflows in our assets under management; (x) the possibility that the goodwill or intangible assets associated with our asset management business could become impaired, requiring a charge to earnings; (xi) the strong competition we face in our business from mutual fund companies, banks, asset management firms and other insurance companies; (xii) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries’ ability to pay dividends is subject to regulatory restrictions; (xiii) the potential need to fund deficiencies in our Closed Block; (xiv) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our results products or services; (xv) other legislative or regulatory developments; (xvi) legal or regulatory actions; (xvii) changes in accounting standards; (xviii) the achievement potential effects of the expectations spin-off of our asset management subsidiary on our expense levels, liquidity and third-party relationships; and (xix) other risks and uncertainties described herein or in forward-looking statements may also be contained in any of our filings with the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectusSEC. We expressly disclaim any undertake no obligation to update or undertaking to release revise publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto statement, whether as a result of new information, future events or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECotherwise.

Forward-Looking Statements. When used Certain statements contained in this prospectuspress release, other than statements of fact that are independently verifiable at the words date hereof, may constitute “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. .” These forward-looking statements speak only reflect Senseonics’ current views about its plans, intentions, expectations, strategies and prospects, including statements concerning the marketing and commercialization of Eversense in Germany, Italy and the Netherlands, which are based on the information currently available to Senseonics and on assumptions Senseonics has made. Although Senseonics believes that its plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, Senseonics can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of the date of this prospectus. Given these risks and uncertaintiesfactors that are beyond Senseonics’ control. Other risks and uncertainties are more fully described in the section entitled “Risk Factors” in Senseonics’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 19, you should 2016, its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2016 and its other SEC filings. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements , which speak only as of the date hereof. The statements made in this press release speak only as of this prospectusthe date stated herein, and subsequent events and developments may cause Senseonics’ expectations and beliefs to change. We expressly disclaim Unless otherwise required by applicable securities laws, Senseonics does not intend, nor do it undertake any obligation obligation, to update or undertaking to release publicly any updates or revisions to revise any forward-looking statements contained herein in this news release to reflect any change in our expectations with regard thereto or any change in subsequent information, events, conditions results or circumstances on which or otherwise. While Senseonics may elect to update these forward-looking statements publicly at some point in the future, Senseonics specifically disclaims any such statement is basedobligation to do so, whether as a result of new information, future events or otherwise, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEClaw.

Forward-Looking Statements. Investor acknowledges and understands the following: The Disclosure Documents contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based on the beliefs of the Company’s management as well as on assumptions made by and information currently available to the Company as of the date of the Disclosure Documents. When used in this prospectusthe Disclosure Documents, the words “expectsplan,” “believes,” “anticipates,” “estimateswill,” “may,” “couldanticipate,” “intendsbelieve,” “estimate,” “expect,” “intend,” “project” and similar expressions expressions, as they relate to the Company, are intended to identify such forward-looking statements. These Although the Company believes these statements are subject to known reasonable, prospective Investors should be aware that actual actions, operations and unknown risks and uncertainties that results could cause actual results to differ materially from those projected indicated by such forward-looking statements as a result of the risk factors included in the Disclosure Documents or otherwise implied by other factors. Prospective Investors should consider carefully these factors, as well as the other information and data included in the Disclosure Documents. The Company cautions each prospective Investor, however, that this list of factors may not be exhaustive and that these or other factors, many of which are outside of the Company’s control, could have a material adverse effect on the Company and its ability to achieve its objectives. Furthermore, the Company may not update or revise the forward-looking statementsstatements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. These Prospective Investors are cautioned not to place undue reliance on any of the forward-looking statements speak only as of included in the date of this prospectusDisclosure Documents. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in All forward-looking statements may also be contained attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the documents we incorporate by reference into this prospectuscautionary statements set forth above. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in eventsPRINT OR TYPE NAME OF INVESTOR SIGNATURE PRINT NAME, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.TITLE DATE

Forward-Looking Statements. When used This prospectus, including the information incorporated by reference in this prospectus, the contains, and any prospectus supplement or document incorporated by reference therein may contain, statements that are forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies, plans and prospects. Forward-looking statements can be identified based on our use of forward-looking words such as “expectsbelieve,” “believesexpect,” “anticipatesintend,” “estimatesplan,” “may,” “should,” “anticipate,” “could,” “intendsmight,” and similar expressions “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are intended to identify made. Because forward-looking statements. These statements relate to matters that have not yet occurred, these statements are inherently subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those projected any future results expressed or otherwise implied by the forward-looking statements. These Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. We believe that our forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors (including those identified above) that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We describe and/or refer to many of these risks in greater detail under the heading “Risk Factors” in this prospectus and in our 2019 annual report and may further describe or refer to these risks in any prospectus supplement or document incorporated by reference herein or therein. All forward-looking statements contained in any of the foregoing documents speak only as of the date of this prospectussuch documents and are expressly qualified in their entirety by the cautionary statements contained within the “Risk Factors” section of those documents (or documents incorporated by reference therein). Given We do not undertake to update or revise forward-looking statements to reflect events or circumstances that arise after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties, you should uncertainties and not place undue reliance on these our forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

Forward-Looking Statements. When used This prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectusprospectus and any accompanying prospectus supplement about our expectations, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” beliefs, plans, objectives, assumptions or future events or performance are not historical facts and similar expressions are intended to identify forward-looking statements. These statements are subject to often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks risks, uncertainties and uncertainties assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus and any accompanying prospectus supplement. You should read this prospectus and any accompanying prospectus supplement and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to on page 5 of this prospectus and incorporated herein by reference could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these contained in any forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement qualify all of the expectations described information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements may also be contained in the documents we incorporate statements, by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECthese cautionary statements.

Forward-Looking Statements. When used Statements in this prospectusOffer to Purchase and in the documents incorporated by reference herein which are not purely historical facts or which depend upon future events may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the words Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Words such as “expectsanticipate,” “believesbelieve,” “anticipatesestimate,” “estimatesexpect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “couldshould,” “intendswill,” and “would” or similar expressions are intended to may also identify such forward-looking statements. These Readers are cautioned not to place undue reliance on forward-looking statements are subject to known as such statements speak only as of the date they were made and unknown involve risks and uncertainties that could cause actual events or results to differ materially from those projected the events or otherwise implied by results described in the forward-looking statements. These The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date of this prospectusthey are made, and we do not undertake any obligation to update any forward-looking statement. Given these risks and uncertaintiesThe events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, you should not place undue reliance on our actual results may differ materially from the results contemplated by these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forwardFORWARD-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as LOOKING STATEMENTS vii INCORPORATION OF DOCUMENTS BY REFERENCE 5 ABOUT ▇▇▇▇▇ BEAUTY 6 TERMS OF THE OFFERS 7 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 22 DEALER MANAGER; TENDER AGENT; INFORMATION AGENT 27 MISCELLANEOUS 28 As of the date of this prospectus. We expressly disclaim any obligation or undertaking Offer to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECPurchase.

Forward-Looking Statements. When used in this prospectus, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” (a) Tempus and similar expressions are intended to identify forward-looking statements. These statements are subject to known each Shareholder acknowledge and unknown risks and uncertainties agree that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These each has not relied on forward-looking statements speak only (which shall have the same meaning as is set forth in Section 21E of the date Exchange Act) for the purposes of executing this prospectus. Given these risks Agreement and uncertainties, you should not place undue reliance on these approving the Merger and that neither QuadraMed nor the Company nor any Representative thereof shall have any liability to Tempus or any Shareholder with respect to any such forward-looking statementsinformation. We will discuss many of these risks Tempus and uncertainties in greater detail in each Shareholder further acknowledge and agree that, notwithstanding any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date other provision of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to Agreement, any forward-looking statements relating to QuadraMed, contained herein in this Agreement or in any materials or information furnished by or on behalf of QuadraMed to reflect Tempus, the Shareholders, or their Representatives or in any change filings made by QuadraMed with the SEC or otherwise, are based upon the current expectations of QuadraMed, and are subject to a number of risks, uncertainties, and assumptions relating to the operations, results of operations, competitive factors, shifts in our market demand, and other risks and uncertainties of QuadraMed. While QuadraMed believes that the assumptions underlying any such forward-looking statements are reasonable, these forward-looking statements are only predictions, and neither QuadraMed nor the Company can provide any assurance that such assumptions are accurate or that their expectations will prove to be correct. In light of the uncertainties inherent in any forward-looking statements, no party hereto nor any other Person should consider the inclusion of such statements as a representation by QuadraMed or the Company that either will achieve the results contemplated by such forward-looking statements. (b) QuadraMed and the Company acknowledge and agree that each has not relied on forward-looking statements (which shall have the same meaning as is set forth in Section 21E of the Exchange Act) for the purposes of executing this Agreement and approving the Merger and that neither Tempus nor any Shareholder nor any Representative thereof shall have any liability to QuadraMed or the Company with regard thereto respect to any such forward-looking information. QuadraMed and the Company further acknowledge and agree that, notwithstanding any other provision of this Agreement, any forward-looking statements relating to Tempus, contained in this Agreement or in any materials or information furnished by or on behalf of Tempus or any change Shareholder to QuadraMed, the Company, or their Representatives or in eventsany filings made by Tempus, conditions or circumstances on which are based upon the current expectations of Tempus, and are subject to a number of risks, uncertainties, and assumptions relating to the operations, results of operations, competitive factors, shifts in market demand, and other risks and uncertainties of Tempus. While Tempus believes that the assumptions underlying any such statement is basedforward-looking statements are reasonable, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10these forward-K, Quarterly Reports on Form 10-Qlooking statements are only predictions, and Current Reports on Form 8neither Tempus nor any Shareholder can provide any assurance that such assumptions are accurate or that their expectations will prove to be correct. In light of the uncertainties inherent in any forward-K filed with looking statements, no party hereto nor any other Person should consider the SECinclusion of such statements as a representation by Tempus or any Shareholder that either will achieve the results contemplated by such forward-looking statements.

Forward-Looking Statements. When used in this prospectusThis prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “expectsanticipate,” “believesbelieve,” “anticipatescontemplate,” “estimatescontinue,” “could,” “estimate,” “expect,” “intend,” “may,” “couldplan,” “intendspotential,” and similar expressions are intended to identify “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. We have based these forward-looking statementsstatements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward- looking statements are subject to known a number of risks, uncertainties and unknown assumptions. Moreover, we operate in a very competitive and rapidly changing environment, and new risks and uncertainties that could emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or otherwise implied by in the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many Forward-looking statements include, but are not limited to, statements about: ● our ability to obtain funding for our future clinical trials, preclinical activities and our operations; ● our ability to obtain and maintain regulatory approval of these risks our product candidates; ● our ability to contract with third-party suppliers, manufacturers and uncertainties other service providers and their ability to perform adequately; ● our ability to meet obligations under our license agreements; ● the potential market size, opportunity and growth potential for our product candidates, if approved; ● our ability to build our own sales and marketing capabilities, or seek collaborative partners, to commercialize our product candidates, if approved; ● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; ● our ability to advance product candidates into, and successfully complete, clinical trials; ● our ability to recruit and enroll suitable patients in greater detail in any prospectus supplement under our clinical trials; ● the heading “Risk Factors.” Additional cautionary statements initiation, timing, progress and results of clinical trials and pre-clinical studies for our drug candidates; ● the timing or discussions of risks and uncertainties that could affect our results or the achievement likelihood of the accomplishment of various scientific, clinical, regulatory filings and approvals and other product development objectives; ● the pricing and reimbursement of our product candidates, if approved; ● the rate and degree of market acceptance of our product candidates by physicians, patients, third-party payors and others in the medical community, if approved; ● the implementation of our business model, strategic plans for our business, product candidates and technology; ● the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; ● developments relating to our competitors and our industry; ● the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing; and ● our financial performance. Forward-looking statements reflect our management’s expectations described or predictions of future conditions, events or results based on various assumptions and management’s estimates of trends and economic factors in the markets in which we are active, as well as our business plans. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial condition may also be contained differ, possibly materially, from the anticipated results and financial condition indicated in the documents we incorporate by reference into this prospectus. These these forward-looking statements speak only as statements. There are a number of factors that could cause actual conditions, events or results to differ materially from those described in the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. See an additional discussion under “Risk Factors” in any change applicable prospectus supplement and any related free writing prospectus, and in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our most recent Annual Report on Form 10-K, Quarterly Reports K and any subsequently filed quarterly reports on Form 10-QQ. These forward-looking statements are representative only as of the date they are made, and Current Reports on Form 8we undertake no obligation to update any forward-K filed with the SEClooking statement as a result of new information, future events or otherwise.

Forward-Looking Statements. When used We have included in this prospectus, Subscription Agreement certain forward-looking statements. Such statements can be identified by the words use of forward-looking terminology such as “expectsbelieve,” “believes,” “anticipates,” “estimatesexpect,” “may,” “couldshould,” “intendsseek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook, including statements related to revenues and similar expressions profitability, pricing and competition, the continued viability of our technology, our growth and expansion plans, including retaining new employees, compliance with governmental regulations, our intellectual property protection strategies, payment of dividends, the volatility and the market, if any, of and for our common stock, dilution, trading restrictions, use of proceeds and the need for additional debt or equity funding. You are intended cautioned that our business and operations are subject to identify a variety of risks and uncertainties, many of which are beyond our control and, consequently, our actual results may differ materially from those projected by any forward-looking statements. These statements See the section titled “Risk Factors” on Schedule I and those described under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K, the Company’s Current Report on Form 8-K filed on June 19, 2017, and any other SEC Report, are subject to known and unknown risks and uncertainties incorporated herein by reference, for information regarding certain important factors that could cause our actual results to differ materially from those projected or otherwise implied by the in our forward-looking statements. These Our forward-looking statements contained herein speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statementsAgreement. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements make no commitment to revise or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to update any forward-looking statements in order to reflect events or circumstances after the date any such statements are made. This supplement to Confidential Subscription Agreement (the “Supplement”) supplements the Confidential Subscription Agreement (“Subscription Agreement”) of KULR Technology Group, Inc., formerly KT High-Tech Marketing, Inc. (the “Company”), entered into by and between the Company and the undersigned. The purpose of this Supplement is to supplement and replace certain terms of the Subscription Agreement, as more fully described below. This Supplement is incorporated by reference into, and should be read in conjunction with, the Subscription Agreement. This Supplement is not complete without, and may not be delivered or utilized except in connection with the Subscription Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement. By accepting this Supplement, you agree to hold all information contained herein in the strictest confidence and not to reflect use this information for any change purpose other than to analyze an investment in our expectations the Company. Failure to comply with regard thereto this directive can result in a violation of the Securities Act of 1933, as amended, and rules and regulations promulgated thereunder. Any further distribution or reproduction of this Supplement or the Subscription Agreement, in whole or in part, or the disclosure of any change of its contents by an offeree, is unauthorized. Except as expressly set forth in eventsthis Supplement, conditions or circumstances on which any such statement is basedthe Subscription Agreement, except as required by law or regulationincluding all disclosures therein and all exhibits thereto, shall continue unmodified. You shouldare receiving this Supplement because you have received a copy of the Subscription Agreement. By executing and returning this Supplement, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Qyou are acknowledging (i) your receipt of this Supplement, and Current Reports on Form 8-K filed with (ii) that you are aware of the SECchanges to the provisions in the Subscription Agreement as described in this Supplement.

Forward-Looking Statements. When used in this prospectus, This prospectus and the words documents we have filed with the SEC that are incorporated by reference contain “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-forward- looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are subject relate to future events or to our future operating or financial performance and involve known and unknown risks risks, uncertainties and uncertainties other factors that could may cause our actual results results, performance or achievements to differ be materially different from those projected any future results, performances or otherwise achievements expressed or implied by the forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements speak only are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this prospectus and in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering. These factors include, among other things: • We may never earn a profit; • We are subject to the uncertainties associated with the clinical development and regulatory approval of its product candidates including potential delays in the commencement, enrollment and completion of clinical trials and that the results of prior clinical trials may not be predictive of future results; • We will be required to raise additional funds to finance its operations and remain a going concern and may be required to do so sooner than it expects; • We may not be able to raise additional funds when necessary, and/or on acceptable terms; • We may not be able to protect our respective intellectual property rights; • There may be changes in expected or existing competition for our product candidates; • if we were to be delisted from Nasdaq, it could reduce the visibility, liquidity and price of its common stock; • a significant portion of the our total outstanding shares of common stock may be sold into the public market at any point, which could cause the market price of our common stock to drop significantly, even if we are doing well; • we do not anticipate paying any cash dividends on its capital stock in the foreseeable future; • provisions in our certificate of incorporation, our bylaws or Delaware law might discourage, delay or prevent a change in control of the company or changes in its management, which may depress the price of its common stock; • the coronavirus (COVID-19) pandemic may have an adverse effect on our business, the medical community and the global economy; and • securities analysts’ published reports could cause a decline in the price of the our stock. These risks are not exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties nor can we assess the impact of all such factors on our business or the extent to which any such factor, or combination of such factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus. Given these risks , and uncertaintieswhile we believe such information forms a reasonable basis for such statements, you such information may be limited or incomplete, and our statements should not place undue reliance on be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these forward-looking statements. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We will discuss many qualify all of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECthese cautionary statements.

Forward-Looking Statements. When used in this prospectus, This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “plans”, “expects,” ”, or “believes,” does not expect”, “is expected”, “budget”, “scheduled”, “anticipates,” ”, or “does not anticipate”, “continue”, “estimates,” ”, “forecasts”, “objective”, “ongoing”, “may,” ”, “could,” will”, “project”, “should”, “believe”, “intends,” or variations of such words and similar expressions phrases or statements are intended to identify forward-looking information or statements. These statements are Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to known and unknown a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected or otherwise implied by in the forward-looking statementsinformation. These More particularly and without limitation, this press release contains forward-looking statements speak only and information concerning the Acquisition and definitive agreement. The forward-looking statements and information are based on certain key expectations and assumptions made by G▇▇▇▇▇ Gold and Capital Gold. Although G▇▇▇▇▇ Gold and Capital Gold believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because neither of them can give any assurance that it will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. There are risks also inherent in the nature of the Acquisition, including whether the completion of the Acquisition will ultimately occur, whether the anticipated synergies of the acquisition will occur, incorrect assessment of the value of the respective properties of each of G▇▇▇▇▇ Gold and Capital Gold, and failure to obtain the required security holder, regulatory, third party and other approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. There may be other factors that cause actions, events or results not to be anticipated, estimated or intended. The forward-looking statements and information contained in this press release are made as of the date of this prospectushereof. Given these risks and uncertainties, you should not place undue reliance on these There can be no assurance that forward-looking statementsinformation will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim Neither G▇▇▇▇▇ Gold nor Capital Gold undertake any obligation to update publicly or undertaking to release publicly any updates or revisions to revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in eventsinformation, conditions whether as a result of new information, future events or circumstances on which any such statement is basedotherwise, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed accordance with the SECapplicable securities laws.

Forward-Looking Statements. When used in this prospectusThis prospectus supplement, the words “expects,” “believes,” “anticipates,” “estimates,” “accompanying prospectus and the information and documents incorporated by reference into this prospectus supplement contain or will contain forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may,” “could,” “intends,” ", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue" or the negative of these terms or other comparable terminology. Forward-looking statements are based on material factors and similar expressions assumptions made by our company in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are intended appropriate in the circumstances, including but not limited to, general economic conditions, product pricing levels and competitive intensity, supply constraints, the timing and success of new product introductions, our expectations regarding our business, strategy, opportunities and prospects, including our ability to identify implement meaningful changes to address business challenges, and our expectations regarding the cash flow from operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", uncertainties and other factors, that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. These We caution you not to place undue reliance on any such forward-looking statements statements, which speak only as of the date of this prospectusmade. Given these risks and uncertaintiesExcept as required by applicable law, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under including the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement securities laws of the expectations described in forward-looking statements may also be contained in the documents United States and Canada, we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking subsequently to release publicly any updates or revisions to revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions events or circumstances on which any after the date of such statement is based, except as required by law statements or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with to reflect the SECoccurrence of anticipated or unanticipated events.

Forward-Looking Statements. When used in this prospectusThis prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. In some cases you can identify these statements by forward-looking words such as “expectsanticipate,” “believesbelieve,” “anticipatescould,” “estimatesestimate,” “expect,” “intend,” “may,” “couldplan,” “intendsseek,” “should,” “will,” and “would,” or similar expressions words. Statements that contain these words and other statements that are intended forward-looking in nature should be read carefully because they discuss future expectations, contain projections of future results of operations or of financial positions or state other “forward-looking” information. These statements are based on our management’s beliefs and assumptions, which are based on currently available information. Our actual results, and the assumptions on which we relied, could prove materially different from our expectations. You are cautioned not to identify place undue reliance on forward-looking statements. These Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements are subject to known and unknown risks and uncertainties that could cause reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results to could differ materially from those projected or otherwise implied by the forward-looking statements. These anticipated in these forward-looking statements speak only as a result of various factors, including, but not limited to: • Labor and other workforce shortages and challenges; • our dependence on principal customers; • the date addition or loss of this prospectussignificant customers or material changes to our relationships with these customers; • our sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends; • our ability to timely and successfully build new hosting facilities with the appropriate contractual margins and efficiencies; • our ability to continue to grow sales in our hosting business; • volatility of cryptoasset prices • uncertainties of cryptoasset regulation policy; and • equipment failures, power or other supply disruptions. Given these You should carefully review the risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties described in greater detail in any prospectus supplement under the heading “Risk Factors” beginning on page 7 as the occurrence of any of these events could have an adverse effect, which may be material, on our business, results of operations, financial condition or cash flows.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

Forward-Looking Statements. When used This prospectus supplement and the documents incorporated by reference into this prospectus supplement contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein or in this prospectusdocuments incorporated by reference that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words such as “expectsmay,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “estimatesplans,” “may,” “couldexpects,” “intends,” and similar expressions are intended to identify forward-looking statements. These statements Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are subject to known not limited to: The foregoing risks and unknown uncertainties, as well as those risks and uncertainties that could referred to under the heading “Risk Factors” and those incorporated by reference into this prospectus supplement and the accompanying base prospectus, may cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only The information included or incorporated by reference is given as of the date respective dates of this prospectus or the documents incorporated by reference into this prospectus, and future events or circumstances could differ significantly from such information. Given We do not undertake to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. • market conditions, including trading volume and volatility, potential deterioration of equity and debt capital markets and markets for commercial real estate and related services, and our ability to access the capital markets; • pricing, commissions and fees, and market position with respect to our products and services and those of our competitors; • the effect of industry concentration and reorganization, reduction of customers, and consolidation; • liquidity, regulatory, and clearing capital requirements and the impact of credit market events; • our relationships with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. and its affiliates, which we refer to as “Cantor,” including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co., which we refer to as “CF&Co,” and Cantor Commercial Real Estate Company, L.P., which we refer to as “CCRE,” any related conflicts of interest, any impact of Cantor’s results on our credit ratings and/or the associated outlooks, any loans to or from us or Cantor, CF&Co’s acting as our sales agent or underwriter under our controlled equity or other offerings, ▇▇▇▇▇▇’▇ holdings of our debt securities, CF&Co’s acting as a market maker in our debt securities, CF&Co’s acting as our financial advisor in connection with potential business combinations, dispositions, or other transactions, our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co, and any services provided by or transactions with CCRE; • economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including uncertainty regarding a U.K. exit from the European Union following the recent referendum and related rulings, and the impact of terrorist acts, acts of war or other violence or political unrest, as well as natural disasters or weather-related or similar events, including power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services; • the effect on our businesses, our clients, the markets in which we operate, and the economy in general of possible shutdowns of the U.S. government, sequestrations, uncertainties regarding the debt ceiling and the federal budget, and other potential political impasses, as well as the economic and market response to the Republican party control of both the U.S. Presidency and Congress; • the effect on our businesses of worldwide governmental debt issuances, austerity programs, increases or decreases in deficits, and other changes to monetary policy, and potential political impasses or regulatory requirements, including increased capital requirements for banks and other institutions or changes in legislation, regulations and priorities; • extensive regulation of our businesses and customers, changes in regulations relating to financial services companies, commercial real estate and other industries, and risks relating to compliance matters, including regulatory examinations, inspections, investigations and enforcement actions, and any resulting costs, increased financial and capital requirements, enhanced oversight, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, operations, compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services; • factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, counterparty failures, and the impact of fraud and unauthorized trading; • costs and expenses of developing, maintaining, and protecting our intellectual property, as well as employment and other litigation and their related costs, including judgments or settlements paid or received and the impact thereof on our financial results and cash flows in any given period; • certain financial risks, including the possibility of future losses, reduced cash flows from operations, increased leverage and the need for short- or long-term borrowings, including from Cantor, or other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to obtain financing or refinancing of existing debt on terms acceptable to us, if at all, and risks of the resulting leverage, including potentially causing a reduction in our credit ratings and/or the associated outlooks and increased borrowing costs, as well as interest rate and foreign currency exchange rate fluctuations; • risks associated with the temporary or longer-term investment of our available cash, including defaults or impairments on our investments, stock loans or cash management vehicles and collectability of loan balances owed to us by partners, employees, or others; • our ability to enter new markets or develop new products, trading desks, marketplaces, or services for existing or new customers and to induce such customers to use these products, trading desks, marketplaces, or services and to secure and maintain • our ability to enter into marketing and strategic alliances and business combinations or other transactions in the financial services, real estate, and other industries, including acquisitions, tender offers, dispositions, reorganizations, partnering opportunities and joint ventures, and our ability to maintain or develop relationships with independently owned offices in our Real Estate Services business and our ability to grow in other geographic regions, the proposed separation, IPO and distribution of shares related to our Real Estate Services business, the anticipated benefits of any such transactions, relationships or growth and the future impact of any such transactions, relationships or growth on our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions; • our estimates or determinations of potential value with respect to various assets or portions of our businesses, including with respect to the accuracy of the assumptions or the valuation models or multiples used; • our ability to hire and retain personnel, including brokers, salespeople, managers, and other professionals; • our ability to expand the use of technology for hybrid and fully electronic trading in our product and service offerings; • our ability to effectively manage any growth that may be achieved, while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements; • our ability to identify and remediate any material weaknesses in our internal controls that could affect our ability to prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our operational, regulatory, and financial risks, and integrate our acquired businesses and brokers, salespeople, managers and other professionals; • the effectiveness of our risk management policies and procedures, and the impact of unexpected market moves and similar events; • information technology risks, including capacity constraints, failures, or disruptions in our systems or those of the clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including cybersecurity risks and incidents and regulatory focus; • the fact that the prices at which shares of our Class A common stock are sold in one or more of our controlled equity offerings or in other offerings or other transactions may vary significantly, and purchasers of shares in such offerings or transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions; • our ability to meet expectations with respect to payments of dividends and distributions and repurchases of shares of our Class A common stock and purchases or redemptions of limited partnership interests of BGC Holdings, L.P., which we refer to as “BGC Holdings,” or other equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, partners, and others, and the net proceeds to be realized by us from offerings of our shares of Class A common stock; and • the effect on the market for and trading price of our Class A common stock of various offerings and other transactions, including our controlled equity and other offerings of our Class A common stock and convertible or exchangeable securities, the proposed separation, IPO and distribution of shares related to our Real Estate Services business, our repurchases of shares of our Class A common stock and purchases of BGC Holdings limited partnership interests or other equity interests in our subsidiaries, any exchanges by Cantor of shares of our Class A common stock for shares of our Class B common stock, any exchanges or redemptions of limited partnership units and issuances of shares of Class A common stock in connection therewith, including in partnership restructurings, our payment of dividends on our Class A common stock and distributions on BGC Holdings limited partnership interests, convertible arbitrage, hedging, and other transactions engaged in by holders of our outstanding debt or other securities, share sales and stock pledge, stock loan, and other financing transactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, unit exchanges and redemptions, partnership restructurings, acquisitions, conversions of our Class B common stock and our other convertible securities, stock pledge, stock loan, or other financing transactions, and distributions from Cantor pursuant to Cantor’s distribution rights obligations and other distributions to Cantor partners, including deferred distribution rights shares. The foregoing risks and uncertainties, you should not place undue reliance on these as well as those risks and uncertainties incorporated by reference into this prospectus supplement and the accompanying base prospectus, may cause actual results to differ materially from the forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements The information included or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate incorporated by reference into this prospectus. These forward-looking statements speak only prospectus supplement, the accompanying base prospectus or the documents incorporated by reference herein or therein, is given as of the date respective dates of this prospectus supplement, the accompanying base prospectus, or the documents incorporated by reference herein or therein, and future events or circumstances could differ significantly from such information. We expressly disclaim any obligation do not undertake to publicly update or undertaking to release publicly any updates or revisions to revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto statements, whether as a result of new information, future events or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECotherwise.

Forward-Looking Statements. When used This prospectus and the documents incorporated by reference herein contain, and any prospectus supplement and the documents incorporated therein may contain, forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus, any prospectus supplement or the documents incorporated herein and therein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “expectsanticipate,” “believesbelieve,” “anticipatesestimate,” “estimatesexpect,” “intend,” “may,” “couldplan,” “intendspredict,” “project,” “will,” “would” or the negative of such terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These Such statements are based on assumptions and expectations that may not be realized and are inherently subject to known risks, uncertainties and unknown other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Any forward-looking statements should be considered in light of the risks and uncertainties referred to in this prospectus and in the section entitled “Risk Factors” in the Information Statement and subsequent filings with the SEC that could cause actual results are incorporated by reference in this prospectus. Any forward-looking statements represent our estimates only as of the date this prospectus is filed with the SEC and should not be relied upon as representing estimates as of any subsequent date. We do not assume any obligation to differ materially from those projected or otherwise implied by the update any forward-looking statements. These We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements speak only in this prospectus and the documents incorporated herein by reference include, among other things, statements about: • whether the U.S. Food and Drug Administration, or FDA, will approve our amended new drug application, or NDA, for intravenous, or IV, meloxicam and, if approved, the labeling under any such approval that we may obtain; • our ability to operate as a standalone company and execute our strategic priorities; • our relationships with Recro Pharma, Inc., or Recro, third parties, licensors, collaborators and our employees after the separation of Recro’s acute care business and transfer of such assets to us, or the Separation; • potential indemnification liabilities we may owe to Recro after the Separation; • the tax treatment of the distribution to each Recro shareholder of one share of our common stock for every two andone-half shares of Recro common stock held of record at the close of business on the record date for the distribution, or the Distribution, and any limitations imposed upon us under the tax matters agreement that we entered into with Recro; • the effects of this prospectuschanges in our effective tax rate due to changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, tax impacts and net operating loss utilization related to the acute care segment separation and changes in the tax laws. Given these risks • our ability to successfully commercialize IV meloxicam, if approved; • our ability to generate sales and uncertaintiesother revenues from IV meloxicam or any of our other product candidates, once approved, including setting an acceptable price for and obtaining adequate coverage and reimbursement of such products; • the results, timing and outcome of any future clinical studies of IV meloxicam or future clinical trials or preclinical studies of our other product candidates; • our ability to comply with the regulatory schemes applicable to our business and other regulatory developments in the United States and foreign countries; • the performance of third-parties upon which we depend, including third-party contract research organizations, and third-party suppliers, manufacturers, distributers and logistics providers; • our ability to obtain and maintain patent protection and defend our intellectual property rights against third-parties; • our ability to maintain our relationships and contracts with our key commercial partners; • our ability to defend the securities class action lawsuit filed against Recro, or any future material litigation filed against us; and • our ability to recruit or retain key scientific, technical, commercial, and management personnel or to retain our executive officers. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on these our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward- looking statements we make. We will discuss many of these risks and uncertainties have included important factors in greater detail the cautionary statements included in any prospectus supplement this prospectus, particularly under the heading “Risk Factors.,” Additional cautionary statements or discussions of risks and uncertainties that we believe could affect our cause actual results or events to differ materially from the achievement of the expectations described in forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may also be contained in make. You should read this prospectus, any prospectus supplement and the documents that we incorporate by reference into this prospectusherein and therein completely and with the understanding that our actual future results may be materially different from what we expect. These forwardWe are a pharmaceutical company primarily focused on developing and commercializing innovative products for acute care settings. We believe that we can bring valuable therapeutic options for patients, prescribers and payers, such as our lead product candidate, IV meloxicam, to the hospital and related acute care markets. We believe we can create value for our shareholders through the development, registration and commercialization of injectable meloxicam and our other pipeline product candidates. In addition to our pipeline, we continue to evaluate acquisition, out-looking statements speak only licensing and in-licensing opportunities. In November 2019, Recro announced its plans to separate its acute care business from its contract manufacturing and development business through a pro rata distribution of our common stock to shareholders of Recro. In preparation for the Separation, Recro transferred the assets, liabilities and operations of its acute care business to us. On November 21, 2019, each Recro shareholder received one share of our common stock for every two and one-half shares of Recro common stock held of record at the close of business on November 15, 2019, the record date for the Distribution. Following the Distribution, we have operated as a separate, independent public company. Our lead product candidate is a proprietary injectable form of meloxicam, a long-acting preferential ▇▇▇-2 inhibitor. IV meloxicam has successfully completed three Phase III clinical trials, including two pivotal efficacy trials, a large double-blind Phase III safety trial and other safety studies for the management of moderate to severe pain. We believe that IV meloxicam compares favorably to competitive therapies in onset of pain relief, duration of pain relief, extent of pain relief and time to peak analgesic effect as well as that it has been well tolerated. We believe injectable meloxicam, as a non-opioid product, will overcome many of the date issues associated with commonly prescribed opioid therapeutics, including respiratory depression, excessive nausea and vomiting, constipation, as well having no addiction potential, while maintaining analgesic, or pain relieving, effects. We are pursuing a Section 505(b)(2) regulatory strategy for IV meloxicam. In October 2019 we received written notification from the FDA that our appeal relating to the New Drug Application, or NDA, seeking regulatory approval for IV meloxicam has been granted and we expect to resubmit the NDA with the FDA, including labeling and updated safety data, in the fourth quarter of 2019. Our pipeline also includes other early-stage product candidates, including two novel neuromuscular blocking agents, and a related proprietary chemical reversal agent and Dex-IN, a proprietary intranasal formulation of dexmedetomidine, an alpha-2 adrenergic agonist that we are evaluating for possible partnering. Our principal executive offices are located at ▇▇▇ ▇▇▇▇ ▇▇▇▇, Malvern, PA 19355, and our telephone number is (▇▇▇)▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained in, or accessible through, our website is not incorporated by reference and does not constitute part of this prospectus. We expressly disclaim any obligation make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or undertaking furnish such material to, the SEC. Information contained on our website is not incorporated by reference into this prospectus or the accompanying prospectus supplement or free writing prospectus, and you should not consider information contained on our website as part of this prospectus or the accompanying prospectus supplement or free writing prospectus. We qualify as an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other obligations that are otherwise applicable generally to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change public companies. These may include the following: • reduced disclosure obligations regarding executive compensation in our expectations with regard thereto periodic reports, proxy statements and registration statements; • exemption from the requirements for holding a non-binding advisory vote on executive compensation or any change golden parachute arrangements; and • exemption from the auditor attestation requirement in events, conditions the assessment of our internal control over financial reporting. We may take advantage of these provisions for up to five years or circumstances such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total gross annual revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the Distribution; (iii) the date on which any such statement is based, except as required by law we have issued more than $1 billion in nonconvertible debt during the previous three years; or regulation. You should, however, review additional disclosures (iv) the date on which we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with are deemed to be a large accelerated filer under the rules of the SEC. In addition, Section 102(b)(1) of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, or the Securities Act, for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we are subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

Forward-Looking Statements. When used Statements contained in, or incorporated by reference into, this prospectus that are not historical facts constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to our capital resources, portfolio performance, results of operations and pending acquisitions or dispositions contain forward- looking statements. We do not guarantee that the transactions or events described in or incorporated by reference into this prospectusprospectus will happen as described (or that they will happen at all). In some cases, you can identify forward-looking statements by the words use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “assumes,” “believes,” “anticipates,” “estimates,” “may,predicts” or “could,potential” “intends,” or the negative of these words and phrases or similar expressions words or phrases which are intended predictions of or indicate future events or trends and which do not relate solely to historical matters. You also can identify forward-looking statementsstatements by discussions of strategy, plans or intentions. These The forward-looking statements contained in, or incorporated by reference into, this prospectus reflect our views about future events and are subject to numerous known and unknown risks risks, uncertainties, assumptions and uncertainties changes in circumstances that could may cause our actual results to differ materially significantly from those projected expressed in or otherwise implied contemplated by the any forward-looking statementsstatement. We believe these factors include, but are not limited to, those described under “Risk Factors” in this prospectus and under the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q (in each case, including any amendments thereto), as such factors may be updated from time to time in our periodic filings with the SEC, which documents are incorporated by reference herein, as well as the other information contained or incorporated by reference in this prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by reference in this prospectus or in any documents incorporated by reference herein. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statementswhich they are made. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation to publicly update or undertaking to release publicly any updates or revisions to revise any forward-looking statements contained herein statement to reflect any change changes in our expectations with regard thereto underlying assumptions or any change in eventsfactors, conditions new information, data or circumstances on which any such statement is basedmethods, except as required by law future events or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECother changes.

Forward-Looking Statements. When used This announcement (including information incorporated by reference in this prospectusannouncement), oral statements made regarding the words Acquisition, and other information published by Sirius, Anglo American or any member of the Anglo American Group contain statements which are, or may be deemed to be, “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-forward- looking statements”. These Such forward- looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Anglo American, any member of the Anglo American Group or the Enlarged Group shall operate in the future and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected expressed or otherwise implied by the forward-looking those statements. These The forward- looking statements contained in this announcement relate to Anglo American, any member of the Anglo American Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements speak only as can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Anglo American’s, any member of the date Anglo American Group’s or Sirius’ operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Anglo American’s, any member of the Anglo American Group’s or Sirius’ business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Sirius nor any of Anglo American nor any member of the Anglo American Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward- looking statements in this prospectusannouncement shall actually occur. Given these risks and uncertainties, you potential investors should not place undue any reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These The forward-looking statements speak only as of at the date of this prospectusannouncement. We All subsequent oral or written forward-looking statements attributable to any member of the Anglo American Group or Sirius Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. ▇▇▇▇▇▇ and Anglo American expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking update such statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except other than as required by law or regulationby the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise. You shouldNo statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Anglo American or Sirius, howeveras appropriate, review additional disclosures we make in our Annual Report on Form 10-Kfor the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Anglo American or Sirius, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECas appropriate.

Forward-Looking Statements. When used in this prospectusThis prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “expectsanticipate,” “believesbelieve,” “anticipatescontinue,” “estimatescould,” “estimate,” “expect,” “intends,” “may,” “couldmight,” “intendsplan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions are intended to may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to risk associated with: • our limited operating history and risks involved in biopharmaceutical product development; • our limited experience as a commercial-stage company and ability to successfully commercialize VTAMA® (tapinarof); • our ability to raise additional capital to fund our business on acceptable terms or at all; • the fact that we will likely incur significant operating losses for the foreseeable future; • the impact of public health outbreaks, epidemics or pandemics (such as the COVID-19 pandemic) on our business (including our clinical trials and preclinical studies), operations and financial condition and results; • our ability to acquire, in-license or discover new product candidates; • our Vant structure and the potential that we may fail to capitalize on certain development opportunities; • clinical trials and preclinical studies, which are very expensive, time-consuming, difficult to design and implement and involve uncertain outcomes; • the unproven nature of our approach to the discovery and development of product candidates from our small molecule discovery engine; • the novelty, complexity and difficulty of manufacturing certain of our products and product candidates, including any manufacturing problems that result in delays in development or commercialization of our products and product candidates; • difficulties we may face in enrolling and retaining patients in clinical trials and/or clinical development activities; • the results of our clinical trials not supporting our proposed claims for a product candidate; • changes in interim, top-line and/or preliminary data from our clinical trials changing as more data becoming available or being delayed due to audit and verification process; • changes in product manufacturing or formulation that could lead to the incurrence of costs or delays; • the failure of any third-party we contract with to conduct, supervise and monitor our clinical trials to perform in a satisfactory manner or to comply with applicable requirements; • the fact that obtaining approvals for new drugs is a lengthy, extensive, expensive and unpredictable process that may end with our inability to obtain regulatory approval by the FDA or other regulatory agencies in other jurisdictions; • the failure of our clinical trials to demonstrate substantial evidence of the safety and efficacy of our products and product candidates, including, but not limited to, scenarios in which our products and product candidates may cause adverse effects that could delay regulatory approval, discontinue clinical trials, limit the scope of approval or generally result in negative media coverage of us; • our inability to obtain regulatory approval for a product or product candidate in certain jurisdictions, even if we are able to obtain approval in certain other jurisdictions; • our ability to effectively manage growth and to attract and retain key personnel; • any business, legal, regulatory, political, operational, financial and economic risks associated with conducting business globally; • our ability to obtain and maintain patent and other intellectual property protection for our technology, products and product candidates; • the inadequacy of patent terms and their scope to protect our competitive position; • the failure to issue (or the threatening of their breadth or strength of protection) or provide meaningful exclusivity for our current and future products and product candidates of our patent applications that we hold or have in-licensed; • the fact that we do not currently and may not in the future own or license any issued composition of matter patents covering certain of our products and product candidates and our inability to be certain that any of our other issued patents will provide adequate protection for such products and product candidates; • the fact that our largest shareholders (and certain members of our management team) own a significant percentage of our shares and will be able to exert significant control over matters subject to known shareholder approval; • the outcome of any pending or potential litigation, including but not limited to our expectations regarding the outcome of any such litigation and unknown costs and expenses associated with such litigation; • changes in applicable laws or regulations; • the possibility that we may be adversely affected by other economic, business and/or competitive factors; and • other risks and uncertainties that could indicated from time to time in filings made with the SEC. These risks are not exhaustive. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected or otherwise implied by the contained in any forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These forward-looking statements speak only are based upon information available to us as of the date of this prospectus. Given these risks , and uncertaintieswhile we believe such information forms a reasonable basis for such statements, you such information may be limited or incomplete, and our statements should not place undue reliance on be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents Except as required by law, we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any undertake no obligation or undertaking to release publicly any updates or revisions to update any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions events or circumstances on which any after the date of such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECstatements.

Forward-Looking Statements. When used This Current Report on Form 8-K/A dated August 3, 2018 (and exhibits thereto) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent only management’s current beliefs regarding future events. By their nature, forward-looking statements involve inherent risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from those expressed in or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements that speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectusCurrent Report on Form 8-K/A dated August 3, 2018 (and exhibits thereto) or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events or performance, and underlying assumptions and other statements related thereto. Statements preceded by, followed by or that otherwise include the words “expectsanticipates,” “appears,” “are likely,” “believes,” “anticipates,” “estimates,” “mayexpects,” “foresees,” “intends,” “plans,” “projects” and similar expressions or future or conditional verbs such as “would,” “should,” “could,” “intendsmay,” and similar expressions or “will,” are intended to identify forward-looking statements. These Important factors that could cause actual results, performance or achievements to differ materially from those expressed in or implied by forward-looking statements are subject include, without limitation, the following: • the inability to known obtain, or delays in obtaining, cost savings and unknown synergies from the OneMain Acquisition and risks and other uncertainties associated with the integration of the companies; • any litigation, fines or penalties that could arise relating to the OneMain Acquisition or Apollo-Värde Transaction; • the impact of the Apollo-Värde Transaction on our relationships with employees and third parties; • various risks relating to continued compliance with the Settlement Agreement; • changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we can access capital and also invest cash flows from our Consumer and Insurance segment; • levels of unemployment and personal bankruptcies; • natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or branches or other operating facilities; • war, acts of terrorism, riots, civil disruption, pandemics, disruptions in the operation of our information systems, cyber-attacks or other security breaches, or other events disrupting business or commerce; • changes in the rate at which we can collect or potentially sell our finance receivables portfolio; • the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or lack of capacity to repay; • changes in our ability to attract and retain employees or key executives to support our businesses; • changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels, our ability to make technological improvements, and the strength and ability of our competitors to operate independently or to enter into business combinations that result in a more attractive range of customer products or provide greater financial resources; • risks related to the acquisition or sale of assets or businesses or the formation, termination or operation of joint ventures or other strategic alliances or arrangements, including loan delinquencies or net charge-offs, integration or migration issues, increased costs of servicing, incomplete records, and retention of customers; • risks associated with our insurance operations, including insurance claims that exceed our expectations or insurance losses that exceed our reserves; • the inability to successfully implement our growth strategy for our consumer lending business as well as various risks associated with successfully acquiring portfolios of consumer loans, pursuing acquisitions, and/or establishing joint ventures; • declines in collateral values or increases in actual or projected delinquencies or net charge-offs; • changes in federal, state or local laws, regulations, or regulatory policies and practices, including the Dodd-▇▇▇▇▇ ▇▇▇ (which, among other things, established the CFPB, which has broad authority to regulate and examine financial institutions, including us), that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry, our use of third-party vendors and real estate loan servicing, or changes in corporate or individual income tax laws or regulations, including effects of the enactment of Public Law 115-97 amending the Internal Revenue Code of 1986; • potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a representation or warranty made in connection with such transactions; • the costs and effects of any actual or alleged violations of any federal, state or local laws, rules or regulations, including any litigation associated therewith, any impact to our business operations, reputation, financial position, results of operations or cash flows arising therefrom, any impact to our relationships with lenders, investors or other third parties attributable thereto, and the costs and effects of any breach of any representation, warranty or covenant under any of our contractual arrangements, including indentures or other financing arrangements or contracts, as a result of any such violation; • the costs and effects of any fines, penalties, judgments, decrees, orders, inquiries, investigations, subpoenas, or enforcement or other proceedings of any governmental or quasi-governmental agency or authority and any litigation associated therewith; • our continued ability to access the capital markets or the sufficiency of our current sources of funds to satisfy our cash flow requirements; • our ability to comply with our debt covenants; • our ability to generate sufficient cash to service all of our indebtedness; • any material impairment or write-down of the value of our assets; • the effects of any downgrade of our debt ratings by credit rating agencies, which could have a negative impact on our cost of and/or access to capital; • our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry, or our ability to incur additional borrowings; • the impacts of our securitizations and borrowings; • our ability to maintain sufficient capital levels in our regulated and unregulated subsidiaries; • changes in accounting standards or tax policies and practices and the application of such new standards, policies and practices; • changes in accounting principles and policies or changes in accounting estimates; • effects of the acquisition of Fortress by an affiliate of SoftBank Group Corp.; • effects, if any, of the contemplated acquisition by an investor group of shares of our common stock beneficially owned by Fortress and its affiliates; • any failure or inability to achieve the SpringCastle Portfolio performance requirements set forth in the SpringCastle Interests Sale purchase agreement; and • the effect of future sales of our remaining portfolio of real estate loans and the transfer of servicing of these loans, including the environmental liability and costs for damage caused by hazardous waste if a real estate loan goes into default. We also direct readers to the other risks and uncertainties discussed in “Risk Factors” in Part I - Item 1A of the 2017 Form 10-K and in other documents filed with the SEC (including the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in the 2017 Form 10-K and subsequent Company filings with the SEC that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statementsbefore making an investment decision to purchase our common stock. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertaintiesFurthermore, you should not place undue reliance on these forward-looking statements. We will discuss many of these new risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking arise from time to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Qtime, and Current Reports on Form 8-K filed with the SECit is impossible for us to predict those events or how they may affect us.

Forward-Looking Statements. When used in this prospectusThis prospectus supplement contains or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “expectsoutlook,” “believes,” “anticipatesexpects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “may,anticipates” “could,” “intends,” and similar expressions are intended to identify or the negative version of these words or other comparable words. Such forward-looking statements. These statements are subject to known and unknown various risks and uncertainties uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given indicated in these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of believe these risks and uncertainties in greater detail in any prospectus supplement factors include but are not limited to those described under the heading “Risk Factors.” Additional cautionary statements or discussions in this prospectus supplement and in Item 1A of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-KK for the year ended December 31, Quarterly Reports on Form 10-Q2023, and Current Reports on Form 8-K as filed with the SEC, as well as the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by reference in this prospectus supplement and the accompanying prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to “the Company,” “we,” “us,” “our” and similar references mean Public Storage and, where the context requires, its direct and indirect subsidiaries, including Public Storage Operating Company. All references to “PSOC” refer to Public Storage Operating Company.

Forward-Looking Statements. When used This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectuspress release other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements, including statements regarding clinical trials, clinical studies and other clinical work (including the funding therefor, anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related timelines, including the filing of an NDA for LIQ861, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. The words “expectsanticipate,” “believesbelieve,” “anticipatescontinue,” “estimatesestimate,” “expect,” “intend,” “may,” “could,” “intends,will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to known a number of risks discussed in our filings with the Securities and unknown Exchange Commission, as well as a number of uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment and our industry has inherent risks. New risks and uncertainties that could emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or otherwise implied by in the forward-looking statements. These forward-looking statements speak only Nothing in this press release should be regarded as of the date of this prospectus. Given a representation by any person that these risks goals will be achieved, and uncertainties, you should not place undue reliance on these we undertake no duty to update our goals or to update or alter any forward-looking statements. We will discuss many , whether as a result of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factorsnew information, future events or otherwise.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

Forward-Looking Statements. When used in this prospectusThis press release and oral statements made from time to time by our representatives contain forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, the all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information without limitation concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words “expects,” “believes,” “anticipates,” “estimates,” such as “may,” “couldwill,” “intendsshould,” and “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions are intended to identify forward-looking statementsexpressions. These statements are subject to known based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and unknown risks other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by in the forward-looking statements. These forward-looking statements speak only as factors include, but are not limited to, competition from existing and future competitors in the highly competitive market in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the date of this prospectusInternet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. Given these risks These factors and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties others are discussed in greater more detail in any prospectus supplement under the heading “Risk FactorsCompany’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at ▇▇▇.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, including the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Company’s Annual Report on Form 10-KK for the fiscal year ended December 31, Quarterly Reports 2015, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on Form 10-Qwhich it is made. New risks and uncertainties come up from time to time, and Current Reports on Form 8it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-K filed with looking statements after the SEC.date hereof, except as required by applicable law. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Director, Corporate Communications DHI Group, Inc. ▇▇▇-▇▇▇-▇▇▇▇

Forward-Looking Statements. When used This prospectus, each prospectus supplement and the information incorporated by reference in this prospectusprospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. The words “expects,” “believes,” “anticipates,” “estimatesbelieve,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “intendswould,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-forward- looking statements, but are not the exclusive means of identifying such statements. These Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward- looking statements are not guarantees of future performance and involve risks and uncertainties uncertainties, and that could cause actual results to may differ materially from those projected in the forward-looking statements as a result of various factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or otherwise implied by quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. These Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements speak only contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus. Given these risks , and uncertaintiesalthough we believe such information forms a reasonable basis for such statements, you such information may be limited or incomplete, and our statements should not place undue reliance on be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these forward-looking statements. We will discuss many of these risks This prospectus and uncertainties the documents incorporated by reference in greater detail in any this prospectus supplement under may contain market data that we obtain from industry sources. These sources do not guarantee the heading “Risk Factors.” Additional cautionary statements accuracy or discussions of risks and uncertainties that could affect our results or the achievement completeness of the expectations described in forward-looking statements information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may also include projections that are based on a number of other projections. While we believe these assumptions to be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only reasonable as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with actual results may differ from the SECprojections.

Forward-Looking Statements. When used in We consider portions of this prospectus supplement and accompanying prospectus, together with certain information incorporated by reference into this prospectus supplement and the words accompanying prospectus, including information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends” in our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q, to contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to our expectations for future periods. In addition, any free writing prospectus we prepare in connection with the offering of our common stock described herein may also contain forward-looking statements. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “anticipatesseeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “intendsshould,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. These Such forward-looking statements are subject to involve known and unknown risks risks, uncertainties and uncertainties that could other factors, as described below, which may cause our actual results, performance or achievements to be materially different from the results to differ materially from those projected of operations, financial conditions or otherwise plans expressed or implied by the such forward-looking statements. These forward-looking statements speak only as of Although we believe that the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under assumptions underlying the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any documents incorporated by reference herein and therein may not prove to reflect be accurate. In light of the significant uncertainties inherent in the forward-looking statements included in this prospectus supplement the accompanying prospectus, any free writing prospectus and any documents incorporated by reference herein and therein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements: • inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors; • exposure to risks inherent in investments in a single industry and sector; • adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns; • failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results; • unexpected capital needs; • material changes in operating costs, including real estate taxes, utilities and insurance costs due to inflation and other factors; • inability to obtain appropriate insurance coverage at reasonable rates, or at all, losses due to uninsured risks, deductibles and self-insured retentions, or losses from catastrophes in excess of coverage limits; • ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures; • level and volatility of interest or capitalization rates or capital market conditions; • the effect of any rating agency actions on the cost and availability of new debt financing; • the impact of adverse developments affecting the U.S. or global banking industry, including bank failures and liquidity concerns, which could cause continued or worsening economic and market volatility, and regulatory responses thereto; • significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product; • ability to continue to satisfy complex rules in order to maintain our expectations status as a REIT for federal income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules; • inability to attract and retain qualified personnel; • cyber liability or potential liability for breaches of our or our service providers’ information technology systems, or business operations disruptions; • potential liability for environmental contamination; • changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations; • extreme weather and natural disasters; • disease outbreaks and other public health events and measures that are taken by federal, state and local governmental authorities in response to such outbreaks and events; • impact of climate change on our properties or operations; • legal proceedings or class action lawsuits; • impact of reputational harm caused by negative press of our actions or policies, whether or not warranted; • compliance costs associated with regard thereto numerous federal, state and local laws and regulations; and • other risks identified in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference, or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulationother documents that we publicly disseminate. You should, however, review additional disclosures we make are advised to carefully read the sections of this prospectus supplement and the accompanying prospectus entitled “Risk factors” and the information under the captions “Risk Factors” in our most recent Annual Report on Form 10-K, K and subsequent Quarterly Reports on Form 10-Q, as well as the description of other risks and Current Reports uncertainties affecting our business that appear in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus, for a more in depth discussion of some of the risks to our business. New factors may also emerge from time to time that could have a material adverse effect on Form 8our business. We undertake no obligation to publicly update or revise any such forward-K filed with the SEClooking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Forward-Looking Statements. When used Forward-Looking Statements in this prospectuspress release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about our plans, strategy, number of properties that will be sold in the transaction, anticipated cash proceeds from the transaction, contemplated use of proceeds, the anticipated timing of the closings, the expected monthly distributions, and FFO guidance for 2013. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words “expects,” “believes,” “anticipates,” “estimates,” such as “may,” “could,” “intendsexpect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions are intended to identify expressions, or the negative of these terms or similar expressions. Such forward-looking statements. These statements are subject to known necessarily based upon estimates and unknown risks assumptions that, while considered reasonable by us and uncertainties our management, are inherently uncertain. Factors that could may cause actual results to differ materially from those projected or otherwise implied current expectations include, among other things, our ability to obtain lender consents and other third party consents and tenant waivers and the timing of such consents and waivers, the number of properties excluded by the forward-looking statements. These forward-looking statements speak only as buyer from the transaction in accordance with the terms of the date of this prospectus. Given these risks and uncertaintiesEPA based on its diligence findings, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties purchase price adjustments in greater detail in any prospectus supplement under accordance with the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement terms of the expectations described in forward-looking statements may also be contained EPA; indemnification obligations; timing and execution of potential liquidity alternatives; our ability to continue paying monthly cash distributions and at the expected annualized rate of such distributions and the risks discussed in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of Company’s filings with the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in eventsU.S. Securities and Exchange Commission, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with which filings are available from the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Forward-Looking Statements. When used in this prospectus, This announcement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words such as “will,” “plans,” “expects,” “believeslong-term,” “anticipatespriorities,” “estimates,” “maypipeline,” “could,” “intendsaccelerate,” and “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar expressions are intended to identify forwardterms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only as Med of our acceleration of the date savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of this prospectusthe amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. Given these risks and uncertainties, you You should not place undue reliance on these statements. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. We There can be no guarantee that any of our drug candidates will discuss be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forwardother risks, see Chi-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations Med’s filings with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.the

Forward-Looking Statements. When used in This proxy statement/prospectus and the documents incorporated by reference into this prospectusproxy statement/prospectus (if any) contain forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”)) concerning Second Sight, NPM, the proposed merger, and other matters. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Second Sight, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words “expects,” “believes,” “anticipates,” “estimates,” such as “may,” “couldwill,” “intendsshould,” “would,” “expect,” “plan,” “believe,” “intend,” “look forward,” and other similar expressions among others. Statements that are intended to identify not historical facts are forward-looking statements. These Forward-looking statements are based on current beliefs and assumptions that are subject to known and unknown risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to the closing of the merger are not satisfied, including the failure to timely or at all obtain shareholder approval for the merger; uncertainties as to the timing of the consummation of the merger and the ability of each of Second Sight and NPM to consummate the merger; risks related to Second Sight’s ability to correctly estimate its operating expenses and its expenses associated with the merger; risks related to the changes in market price of Second Sight’s common stock and the ability of the combined company to satisfy the requirements of the Nasdaq Listing Rules; the ability of Second Sight or NPM to protect their respective intellectual property rights; competitive responses to the merger, if any; unexpected costs, charges, or expenses resulting from the merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; the impact of the conflicts of interests disclosed in this proxy statement/prospectus and the ability of Second Sight to adequately address it, and legislative, regulatory, political, and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere. Second Sight can give no assurance that the conditions to the merger will be satisfied. Except as required by applicable law, Second Sight undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events, or otherwise. For a discussion of the factors that may cause Second Sight, NPM, or the combined company’s actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied in such forward-looking statements, or for a discussion of risk associated with the ability of Second Sight and NPM to complete the merger and the effect of the merger on the business of Second Sight, NPM, and the combined company, see the section entitled “Risk Factors.” Additional factors that could cause actual results to differ materially from those projected or otherwise implied by expressed in the forward-looking statements. These forward-looking statements speak only as of are discussed in reports filed with the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties SEC by Second Sight including the risk factors included in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Second Sight’s most recent Annual Report on Form 10-K, and Second Sight’s recent Quarterly Reports Report on Form 10-Q, Q and Current Reports on Form 8-K filed with the SEC. See the section entitled “Where You Can Find More Information.” The Second Sight annual meeting will be held on July 27, 2022, commencing at 10:00 a.m., Pacific time and will be “virtual,” meaning that you can participate in the meeting online at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇ at the appointed time and date. Second Sight shareholders are encouraged to access the annual meeting before the start time of 10:00 a.m., Pacific time, on July 27, 2022. Please allow ample time for online check-in. Second Sight shareholders will not be able to attend the annual meeting in person. Second Sight is sending this proxy statement/prospectus to its shareholders in connection with the solicitation of proxies by the Second Sight Board for use at the Second Sight annual meeting and any adjournments or postponements of the Second Sight annual meeting. This proxy statement/prospectus is first being furnished to Second Sight’s shareholders on or about June 24, 2022. The purpose of the Second Sight annual meeting is:

Forward-Looking Statements. When used This prospectus and the information incorporated by reference in this prospectusprospectus contain forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of historical fact, contained in this prospectus or incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “expectsanticipate,” “believesbelieve,” “anticipatescontemplate,” “estimatescontinue,” “could,” “estimate,” “expect,” “intend,” “may,” “couldmight,” “intendsplan,” and “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these words or other similar expressions are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These , although not all forward-looking statements speak only contain these identifying words. The forward-looking statements in this prospectus and incorporated by reference herein include, among other things, statements about: • the initiation, timing, progress, and results of our current and future nonclinical studies and clinical trials and our research and development programs, including our timing of when we will submit an investigational new drug application for our product candidates AK-OTOF, for otoferlin gene (OTOF)-mediated hearing loss, and AK-antiVEGF, for vestibular schwannoma, to the U.S. Food and Drug Administration; • our estimates regarding expenses, future revenue, capital requirements, need for additional financing, and the period over which we believe that our existing cash, cash equivalents and investments will be sufficient to fund our operating expenses and capital expenditure requirements; • our plans to develop and, if approved, subsequently commercialize our product candidates; • the timing of and our ability to submit applications for, and obtain and maintain regulatory approvals for, our product candidates; • our expectations regarding our regulatory strategy; • our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents and marketable securities; • the potential advantages of our product candidates; • the rate and degree of market acceptance and clinical utility of our product candidates; • our estimates regarding the potential addressable patient population for our product candidates; • our commercialization, marketing and manufacturing capabilities and strategy; • our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates; • our intellectual property position; • our ability to identify additional products, product candidates, or technologies with significant commercial potential that are consistent with our commercial objectives; • the impact of government laws and regulations; • our competitive position and expectations regarding developments and projections relating to our competitors and any competing therapies that are or become available; • developments and expectations regarding developments and projections relating to our competitors and our industry; • the impact of the COVID-19 pandemic on our business, results of operations, and financial condition; • our ability to maintain and establish collaborations or obtain additional funding; and • our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012. You should read this prospectus, the documents incorporated by reference in this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus is part completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus are made as of the date of this prospectus. Given these risks , and uncertainties, you should we do not place undue reliance on these assume any obligation to update any forward-looking statements. We will discuss many , whether as a result of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements new information, future events or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is basedotherwise, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECapplicable law.

Forward-Looking Statements. When used This prospectus, each prospectus supplement and the information incorporated by reference in this prospectusprospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “expects,” “believes,” “anticipates,” “estimatesbelieve,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “intendswould,” “project,” “plan,” “potentially,” “likely,” “target” or the negative of these terms and other similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties uncertainties, and that could cause actual results to may differ materially from those projected in the forward-looking statements as a result of various factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or otherwise implied by quantified, you should not rely upon forward- looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. These Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements speak only contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus. Given these risks , and uncertaintiesalthough we believe such information forms a reasonable basis for such statements, you such information may be limited or incomplete, and our statements should not place undue reliance on be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these forward-looking statements. We will discuss many of these risks This prospectus and uncertainties the documents incorporated by reference in greater detail in any this prospectus supplement under may contain market data that we obtain from industry sources. These sources do not guarantee the heading “Risk Factors.” Additional cautionary statements accuracy or discussions of risks and uncertainties that could affect our results or the achievement completeness of the expectations described in forward-looking statements information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may also include projections that are based on a number of other projections. While we believe these assumptions to be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only reasonable and sound as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with actual results may differ from the SECprojections.

Forward-Looking Statements. When used This prospectus and the information incorporated by reference in this prospectusprospectus include “forward- looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements contained or incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, other than statements of historical facts, are forward-looking statements. The words “expectsanticipate,” “believesbelieve,” “anticipatesestimate,” “estimatesexpect,” “intend,” “may,” “plan,” “predict,” “project,” “potential,” “will,” “would,” “could,” “intendsshould,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected We may not actually achieve the plans, intentions or otherwise implied by the expectations disclosed in our forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks , and uncertainties, you should not place undue reliance on these our forward-looking statements. We will discuss many Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. You are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are referenced in the section of these risks and uncertainties in greater detail in any accompanying prospectus supplement under the heading entitled “Risk Factors.” Additional You should also carefully review the risk factors and cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the other documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of file from time to time with the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in SEC, specifically our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, Q and our Current Reports on Form 8-K filed with K. We undertake no obligation to revise or update any forward-looking statements, except to the SECextent required by law.

Forward-Looking Statements. When used This prospectus and documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in this prospectusthe forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements regarding expectations and intentions, costs and expenses, outcome of contingencies, financial condition, results of operations, liquidity, objectives of management, debt financing, our future results of operations and financial position, business strategies, market size, potential growth opportunities, current and future nonclinical and clinical development activities, anticipated impacts of the COVID-19 pandemic, efficacy and safety profile of our product candidates, expected timing and results of clinical trials, expected timing of the execution of, and expected results from, our exploration of strategic options, collaborations with third parties, the receipt and timing of potential regulatory designations, approvals and commercialization of product candidates, and our objectives for future operations and other statements that are not historical facts. You can find many of these statements by looking for words like “expectsbelieves,” “believesexpects,” “anticipates,” “estimates,” “may,” “might,” “should,” “will,” “could,” “intendsplan,” and “intend,” “project,” “seek” or similar expressions are intended to identify in this prospectus, in documents incorporated by reference into this prospectus or any free writing prospectus. We intend that such forward-looking statements. These statements are be subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statementssafe harbors created thereby. These forward-looking statements speak only as are based on the current beliefs and expectations of the date of this prospectus. Given these our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, you should actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Part II, Item 1A, “Risk Factors,” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as well as those discussed in this prospectus, the documents incorporated by reference into this prospectus and any free writing prospectus. You are cautioned not to place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements , which speak only as of the date of this prospectusprospectus or, in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We expressly disclaim do not undertake any obligation or undertaking to release publicly any updates or revisions to any these forward- looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do update one or more forward-looking statements contained herein statements, no inference should be drawn that we will make additional updates with respect to reflect any change in our expectations with regard thereto those or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulationother forward-looking statements. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, the exhibits filed therewith or the documents incorporated by reference therein. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act and are required to file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains an Internet site (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) that contains reports, proxy and information statements, and various other information about us. You can request these documents by contacting us in writing or by telephone at: Information about us is also available at our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. However, the information on our website is not a part of this prospectus and is not incorporated by reference into this prospectus.

Forward-Looking Statements. When used From time to time, in reports filed with the Securities and Exchange Commission (including this prospectusregistration statement), in press releases and in other communications to stockholders or the words investment community, we may provide forward-looking statements concerning possible or anticipated future results of operations or business developments. These statements are based on our management’s current expectations or predictions of future conditions, events or results based on various assumptions and our management’s estimates of trends and economic factors in the markets in which we are active, as well as our business plans. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “anticipatesseeks,” “estimates,” “projects,” “forecasts,” “may,” “couldshould,” “intends,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These The forward-looking statements may include, without limitation, statements regarding product candidate development, product candidate potential, regulatory environment, sales and marketing strategies, capital resources or operating performance. The forward-looking statements are subject to known and unknown risks and uncertainties that could uncertainties, which may cause actual results to differ materially from those projected or otherwise implied set forth in the statements. Forward-looking statements in this registration statement should be evaluated together with the many uncertainties that affect our business and our market, particularly those discussed in the “Risk Factors” section of our Annual Report on Form 10‑K for the year ended December 31, 2015, as amended, and our subsequent filings, which are incorporated by reference into this prospectus, to better understand the risks and uncertainties inherent in our business and underlying any forward- looking statements. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those projected. The forward-looking statements are representative only as of the date of this prospectus and except as required by law, we assume no responsibility to update any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements speak You should read this prospectus and the documents that we reference in this prospectus and have been filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any issuance or sale of our common shares. Given these risks and uncertaintiesExcept as required by law, you should we do not place undue reliance on these assume any obligation to update any forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

Forward-Looking Statements. When used This prospectus contains predictive or “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this prospectus, the including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words “expectsanticipate,” “believesbelieve,” “anticipatescontinue,” “estimatescould,” “estimate,” “expect,” “intend,” “may,” “couldplan,” “intendspredict,” “project,” “will,” “should,” “would” and similar expressions expressions, as they relate to us, are intended to identify forward-looking statements. These statements are subject based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to known predict. Therefore, actual outcomes and unknown risks and uncertainties that could cause actual results to may differ materially from those projected what is expressed or otherwise forecasted in, or implied by by, the forward-looking statementsstatements due to numerous risks and uncertainties. These Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: • estimates and forecasts of financial and performance metrics and expectations related to realizing the potential benefits of the Business Combination; • failure to realize the anticipated benefits of the Business Combination; • the ability to maintain the listing of the Class A common stock and the warrants on the Nasdaq Capital Market; • the Company’s ability to issue equity or equity-linked securities, to obtain debt financing or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in the future; • the liquidity and trading of the Class A common stock and the warrants; • members of the Company’s management team allocating their time to other businesses and potentially having conflicts of interest with the Company’s business; • the Company’s future financial performance; • the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; • the Company’s ability to identify organic and inorganic growth opportunities and the ability to manage future growth; • the Company’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business; • the effects of competition on the Company’s business; • changes in domestic and foreign business, financial, political and legal conditions; • future global, regional or local economic and market conditions; • the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; • the development, effects and enforcement of laws and regulations; • uncertainty regarding the actual number of shares we will issue pursuant to the sales agreement and gross proceeds resulting from those sales, at any one time or in total; • the Class A common stock offered in connection with the sales pursuant to the sales agreement will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices; • we will have broad discretion in the use of proceeds; • you may experience future dilution as a result of future equity offerings; • ▇▇▇▇▇▇▇ ▇▇▇▇▇ will continue to control a voting majority of our common stock following the offering; • our stock price can be volatile, which increases the risk of litigation, and may result in a significant decline in the value of your investment; and • we do not intend to pay dividends on our Class A common stock, so your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Class A common stock. Any forward-looking statements speak only as of the date of this prospectus. Given these risks on which they are made, and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in we undertake no obligation to publicly update or revise any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements to reflect events or circumstances that may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of arise after the date of this prospectus, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors. We expressly disclaim any obligation or undertaking qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to release publicly any updates or revisions to any all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECPrivate Securities Litigation Reform Act of 1995.

Forward-Looking Statements. When used in this prospectusThis Press Release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are identified by the use of the words “expectsbelieve,” “believesexpect,” “anticipatesanticipate,” “estimatesestimate,” “maywill,” “couldcontemplate,” “intends,would” and similar expressions are intended to identify that contemplate future events. Such forward-looking statements. These statements are subject to known based on management’s reasonable current assumptions and unknown expectations. Numerous important factors, risks and uncertainties that uncertainties, including, but not limited to, those contained in our documents and reports filed with the Securities and Exchange Commission (the “SEC”), affect our operating results and could cause our actual results results, levels of activity, performance or achievement to differ materially from those projected the results expressed or otherwise implied by the forward-looking statements. These these or any other forward-looking statements speak only as of made by us or on our behalf. There can be no assurance that future results will meet expectations. You should carefully review the date of this prospectus. Given these risks cautionary statements described in the documents and uncertaintiesreports we file from time to time with the SEC, you should specifically our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to in this Press Release, which reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except management’s opinions only as of the date hereof. Except as required by law law, we undertake no obligation to revise or regulationpublicly release the results of any revision to any forward-looking statements. You shouldThis Partnership Unit and Share Purchase Agreement (this “Agreement”) is made as of January 22, however2014, review additional disclosures we make in our Annual Report on Form 10-Kby and among TNP Strategic Retail Advisor, Quarterly Reports on Form 10-QLLC, a Delaware limited liability company (“TNP Advisor”), T▇▇▇▇▇▇▇ National Properties, LLC, a Delaware limited liability company (“T▇▇▇▇▇▇▇ LLC”), S▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Trustee of the S▇▇▇▇▇ ▇. & A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Living Trust, Sole & Sep Property of S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“M▇▇. ▇▇▇▇▇▇▇▇” and together with TNP Advisor and T▇▇▇▇▇▇▇ LLC, the “T▇▇▇▇▇▇▇ Parties”), Glenborough Property Partners, LLC, a Delaware limited liability company (“Assignee”), and Current Reports on Form 8-K filed with solely for the SECpurpose Section 7 hereof, Strategic Realty Trust, Inc., a Maryland corporation (the “Company”), solely in its capacity as the General Partner of Strategic Realty Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The T▇▇▇▇▇▇▇ Parties, Assignee and the Company are collectively referred to herein as the “Parties”.

Forward-Looking Statements. When used This prospectus, including the documents that we incorporate by reference, contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this prospectus, including the words “expects,” “believes,” “anticipates,” “estimates,” documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. We intend for these forward- looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “couldexpect,” “intendsbelieve,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. These We caution you that these statements are not guarantees of future performance or events and are subject to known a number of uncertainties, risks and unknown other influences, many of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by discussed in the forward-looking statements. These forward-looking statements speak only as of the date “Risk Factors” section on page 3 of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-KK for the fiscal year ended December 31, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed 2021 or in other reports we file with the SEC. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. You should rely only on the information in this prospectus. 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.

Forward-Looking Statements. When used in this This prospectus, including the documents we incorporate by reference into it, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the SEC. Such statements include, without limitation, statements regarding our expectations, hopes, or intentions regarding the future. Statements that are not historical fact are forward-looking statements. These forward looking statements can often be identified by their use of words such as “expectsexpect,” “believesbelieve,” “anticipatesanticipate,” “estimates,” “mayoutlook,” “could,” “intendstarget,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “may,” and “assume,” as well as variations of such words and similar expressions referring to the future. These cautionary statements are intended being made pursuant to identify the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The forward-looking statementsstatements contained in or incorporated by reference into this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These statements estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are subject to known inherently uncertain and unknown involve certain risks and uncertainties, many of which are beyond our control. If any of those risks and uncertainties materialize, actual results could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These discussed in forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement are those discussed under the heading “Risk Factors.” Additional cautionary statements or discussions below, those discussed under the heading “Risk Factors” and in other sections of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-KK for the year ended December 30, Quarterly Reports on Form 102023, as well as in our other reports filed from time to time with the SEC that are incorporated by reference into this prospectus. See “Available Information” and “Incorporation of Certain Information by Reference” for information about how to obtain copies of those documents. All readers are cautioned that the forward-Qlooking statements contained in this prospectus and in the documents incorporated by reference into this prospectus are not guarantees of future performance, and Current Reports we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. All forward-looking statements in this prospectus and the documents incorporated by reference into it are made only as of the date of the document in which they are contained, based on Form 8information available to us as of the date of that document, and we caution you not to place undue reliance on forward-K filed looking statements in light of the risks and uncertainties associated with the SECthem. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Forward-Looking Statements. When used Certain statements made in this prospectus, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions release are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only are not historical facts but rather are based on Vection Technologies' current expectations, estimates and projections about the industry in which Vection Technologies operates, and beliefs and assumptions. Forward- looking statements can generally be identified by the use of forward-looking words such as 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'will', 'could', 'may', 'target', 'plan' and other similar expressions within the meaning of the date securities laws of this prospectusapplicable jurisdictions. Given these risks Indications of, guidance, or outlook on future earnings, distributions, financial position, or performance are also forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, you should and other factors, some of which are beyond the control of Vection Technologies, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward- looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements. We will discuss many , which reflect the view of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak Vection Technologies only as of the date of this prospectusrelease. We expressly disclaim any There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Vection Technologies has no obligation or undertaking to release publicly any revisions or updates or revisions to any these forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions circumstances or circumstances on which any such statement is based, unanticipated events occurring after the date of this release except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECby any appropriate regulatory authority.

Forward-Looking Statements. When used This prospectus supplement, the accompanying prospectus and the information and documents we incorporate herein and therein by reference, and any free writing prospectus that we have authorized for use in connection with this offering contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference included in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward- looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus, the words risks discussed in our other filings with the SEC and as set forth below. These forward-looking statements include, but are not limited to: • our expectations regarding our ability to utilize the Phase 1/2 aNK and ▇▇▇▇® clinical trials data to support the development of our product candidates, including our ▇▇▇▇, taNK, t‑▇▇▇▇™, MSC, and M-ceNK™ product candidates; • our expectations regarding the development, application, commercialization, marketing, prospects and use generally of our product candidates, including Anktiva, self-amplifying RNA (▇▇▇▇▇), hAd5 and yeast constructs, recombinant sub-unit proteins, endosomal delivery vector (EDV™) constructs, toll-like receptor-activating adjuvants, and aldoxorubicin; • the timing or likelihood of regulatory filings or other actions and related regulatory authority responses, including any planned investigational new drug (IND), BLA or New Drug Application (NDA) filings including, without limitation, the progress of our BLA submission for BCG- unresponsive NMIBC CIS, or pursuit of accelerated regulatory approval pathways or orphan drug status and Breakthrough Therapy designations; • our plans regarding our manufacturing facilities and our belief that our manufacturing is capable of being conducted in‑house; • even if we successfully develop and commercialize specific product candidates like our Anktiva or PD-L1 t‑▇▇▇▇, our ability to develop and commercialize our other product candidates either alone or in combination with other therapeutic agents; Forward-looking statements can be identified by terms such as “expectsanticipates,” “believes,” “anticipatescould,” “seeks,” “estimates,” “may,” “couldexpects,” “intends,” and “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” or similar expressions and the negative of those terms. However, the absence of these words does not mean that the statements are intended to identify not forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statementslooking. These forward-looking statements speak only are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus supplement, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus supplement entitled “Risk Factors” and in the accompanying prospectus and the risks discussed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 10, 2022 under Part II, Item 1A. “Risk Factors,” which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus supplement or the accompanying prospectus, discuss some of the factors that could contribute to these differences. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward- looking statements or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these risks risks, uncertainties and uncertaintiesother factors, you should not place undue reliance on these forward-looking statements. We will discuss many of Also, these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak represent our estimates and assumptions only as of the date of such forward- looking statements are made. You should read carefully this prospectusprospectus supplement, the accompanying prospectus and any related free writing prospectuses that we have authorized for use in connection with this offering, together with the information incorporated herein and therein by reference as described in the section titled “Where You Can Find More Information,” completely and with the understanding that our actual future results may be materially different from what we expect. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any hereby qualify all of our forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except by these cautionary statements. Except as required by law law, we assume no obligation to update or regulationrevise these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You shouldIf we do update one or more forward-looking statements, howeverno inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We may issue and sell shares of our common stock having aggregate gross proceeds of up to $330,795,982 from time to time under this prospectus supplement and accompanying prospectus. Because there is no minimum offering amount required as a condition to close this offering, review additional disclosures the actual total offering amount, commissions and proceeds to us, if any, are not determinable at this time. The amount of proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the sale agreement as a source of financing. We intend to use the net proceeds from this offering, if any, together with other available funds, to progress our commercialization efforts and clinical development programs, fund other research and development activities, for capital expenditures and for other general corporate purposes. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. This expected use of our net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our Annual Report plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on Form 10-Knumerous factors, Quarterly Reports on Form 10-Qincluding the progress of our product candidate development, the status of and results from clinical trials, as well as any collaborations that we may enter into with third parties for our product candidates, and Current Reports any unforeseen cash needs. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. As a result, our management will retain broad discretion over the timing and allocation of our net proceeds from this offering, and investors will be relying on Form 8the judgment of our management regarding the application of our net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including: competitive and technological developments; the progress of our clinical trials; regulatory approval of our product candidates; costs to commercialize our product candidates if approved; the anticipated growth of our business; and a number of other factors, including those listed in the section titled “Risk Factors” and in the documents incorporated by reference herein. Pending these uses, we plan to invest these net proceeds primarily in investment grade short- to intermediate-K filed term corporate debt securities, government- sponsored securities, and foreign government bonds. The goal with respect to the SECinvestment of these net proceeds is capital preservation and liquidity so that such funds are readily available to fund our operations. We anticipate that we will be required to raise substantial additional capital to continue to fund the clinical development of our product candidates and commercialize approved products. We expect to seek to raise additional capital through additional public or private financings which may be in the form of equity, debt, warrants, units or convertible securities.

Forward-Looking Statements. This prospectus contains or incorporates by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (or the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (or the Exchange Act). When used used, statements which are not historical in this prospectusnature, the including those containing words such as “expectswill,” “believesbelieve,” “anticipatesexpect,” “estimatesanticipate,” “mayestimate,” “plan,” “continue,” “intend,” “should,” “could,” “intendswould,” “may” and variations of these terms and similar expressions expressions, or the negatives of these terms or similar expressions, are intended to identify forward-looking statementsstatements and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements are subject to known and unknown various risks and uncertainties, including, but not limited to, those relating to: • changes in inflation and interest rates and the market (i.e., fair) value of our residential whole loans, mortgage-backed securities (or MBS), securitized debt and other assets, as well as changes in the value of our liabilities accounted for at fair value through earnings; • the effectiveness of hedging transactions; • changes in the prepayment rates on residential mortgage assets, an increase of which could result in a reduction of the yield on certain investments in our portfolio and could require us to reinvest the proceeds received by us as a result of such prepayments in investments with lower coupons, while a decrease in which could result in an increase in the interest rate duration of certain investments in our portfolio making their valuation more sensitive to changes in interest rates and could result in lower forecasted cash flows; • credit risks underlying our assets, including changes in the default rates and management’s assumptions regarding default rates on the mortgage loans in our residential whole loan portfolio; our ability to borrow to finance our assets and the terms, including the cost, maturity and other terms, of any such borrowings; • implementation of or changes in government regulations or programs affecting our business; • our estimates regarding taxable income the actual amount of which is dependent on a number of factors, including, but not limited to, changes in the amount of interest income and financing costs, the method elected by us to accrete the market discount on residential whole loans and the extent of prepayments, realized losses and changes in the composition of our residential whole loan portfolios that may occur during the applicable tax period, including gain or loss on any MBS disposals and whole loan modifications, foreclosures and liquidations; • the timing and amount of distributions to stockholders, which are declared and paid at the discretion of the board of directors of our company (or our board) and will depend on, among other things, our taxable income, our financial results and overall financial condition and liquidity, maintenance of our real estate investment trust (or REIT) qualification and such other factors as our board deems relevant; our ability to maintain our qualification as a REIT for federal income tax purposes; our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (or the Investment Company Act), including statements regarding the concept release issued by the Securities and Exchange Commission (or SEC) relating to interpretive issues under the Investment Company Act with respect to the status under the Investment Company Act of certain companies that are engaged in the business of acquiring mortgages and mortgage-related interests; • our ability to continue growing our residential whole loan portfolio, which is dependent on, among other things, the supply of loans offered for sale in the market; • targeted or expected returns on our investments in recently-originated mortgage loans, the performance of which is, similar to our other mortgage loan investments, subject to, among other things, differences in prepayment risk, credit risk and financing cost associated with such investments; • risks associated with the ongoing operation of Lima One Holdings, LLC (including, without limitation, unanticipated expenditures relating to or liabilities arising from the transaction and/or the inability to obtain, or delays in obtaining, expected benefits (including expected growth in loan origination volumes) from the transaction); • expected returns on our investments in nonperforming residential whole loans (or NPLs), which are affected by, among other things, the length of time required to foreclose upon, sell, liquidate or otherwise reach a resolution of the property underlying the NPL, home price values, amounts advanced to carry the asset (e.g., taxes, insurance, maintenance expenses, etc. on the underlying property) and the amount ultimately realized upon resolution of the asset; • risks associated with our investments in MSR-related assets, including servicing, regulatory and economic risks; • risks associated with our investments in loan originators; and • risks associated with investing in real estate assets generally, including changes in business conditions and the general economy. These and other risks, uncertainties that and factors, including those identified in our most recent Annual Report on Form 10-K, and those discussed in any of our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, could cause our actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These in any forward-looking statements speak only as we make. All forward-looking statements are based on beliefs, assumptions and expectations of the date of this prospectusour future performance, taking into account all information currently available. Given these risks and uncertainties, you should You are cautioned not to place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements , which speak only as of the date of this prospectusthey are made. We expressly disclaim any obligation New risks and uncertainties arise over time and it is not possible to predict those factors or how they may affect us. Except as required by law, we are not obligated to, and are not undertaking to release publicly any updates to, update or revisions to revise any forward-looking statements contained herein statements. We are a specialty finance company that invests in and finances residential mortgage assets. We invest, on a leveraged basis, in residential whole loans, residential MBS, MSR-related assets and other real estate assets. Through certain of our subsidiaries, we also originate and service business purpose loans for real estate investors. Our principal business objective is to reflect any change deliver shareholder value through the generation of distributable income and through asset performance linked to residential mortgage credit fundamentals. We selectively invest in our expectations residential mortgage assets with regard thereto a focus on credit analysis, projected prepayment rates, interest rate sensitivity and expected return. We are an internally-managed REIT. At June 30, 2022, we had total assets of approximately $9.5 billion, of which $8.2 billion, or any change 86.4%, represented residential whole loans. Our residential whole loans include primarily: (i) loans to finance (or refinance) one-to-four family residential properties that are not considered to meet the definition of a “Qualified Mortgage” in eventsaccordance with guidelines adopted by the Consumer Financial Protection Bureau (or Non-QM loans), conditions (ii) short-term business purpose loans collateralized by residential properties made to non-occupant borrowers who intend to rehabilitate and sell the property for a profit (or circumstances Rehabilitation loans or Fix and Flip loans), (iii) loans to finance (or refinance) non-owner occupied one-to-four family residential properties that are rented to one or more tenants (or Single-family rental loans), (iv) loans on investor properties that conform to the standards for purchase by a federally chartered corporation, such as ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇ (or Agency eligible investor loans), (v) previously originated loans secured by residential real estate that is generally owner occupied (or Seasoned performing loans) and (vi) re- performing loans on which any such statement is baseda borrower was previously delinquent but has resumed repaying (or RPLs) and NPLs. In addition, except as required by law at June 30, 2022, we had approximately $246 million in investments in Securities, at fair value, including MSR-related assets and MBS. Our remaining investment-related assets were primarily comprised of real estate owned (or regulation. You shouldREO), howevercapital contributions made to loan origination partners, review additional disclosures we make in our Annual Report on Form 10other interest-K, Quarterly Reports on Form 10-Qearning assets, and Current Reports loan-related receivables. We have elected to be treated as a REIT for U.S. federal income tax purposes. In order to maintain our qualification as a REIT, we must comply with a number of requirements under U.S. federal income tax law that are discussed under the heading “Material U.S. Federal Income Tax Considerations” in this prospectus. Our charter contains restrictions on Form 8-K filed the ownership and transfer of our capital stock that are intended to assist us in complying with the SECrequirements for qualification as a REIT. Among other things, our charter provides that, subject to certain exceptions, no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code of 1986, as amended (or the Code), more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our capital stock. See “Description of Common Stock and Preferred Stock — Restrictions on Ownership and Transfer.” In addition, we intend to conduct our business at all times so as to maintain our exempt status under, and not to become regulated as an investment company for purposes of, the Investment Company Act. We were incorporated in Maryland on July 24, 1997, and began operations on April 10, 1998. Our principal executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our common stock, our 7.50% Series B Cumulative Redeemable Preferred Stock and our 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock are listed on the NYSE under the symbols “MFA,” “MFA/PB” and “MFA/PC,” respectively. We maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained on our website is not, and should not be interpreted to be, part of this prospectus.

Forward-Looking Statements. When used in this prospectusThis Offering Circular contains forward-looking statements. The forward-looking statements contain information regarding, among other things, the Group’s future operations, performance, financial condition, expansion plans and business strategy. These forward-looking statements are based on the Group’s current expectations and projections about future events. Although the Group believes that these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, among other things: • general economic and political conditions in the PRC and globally; • risks associated with business activities in the PRC, including but not limited to the PRC regulatory environment; • the Group’s business strategy and plan of operation; • fluctuations in interest rates and the availability of credit; • various business opportunities that the Group may pursue; and • those other risks identified in the “Risk Factors” section of this Offering Circular. The words “expects,” believe”, “believes,” expect”, “anticipates,” anticipate”, “estimates,” estimate”, “may,” intend”, “could,” plan”, “intends,seek” and similar expressions are intended to words identify forward-looking statements. These However, these words are not the exclusive means of identifying forward- looking statements. All statements regarding expected financial condition and results of operations, business plans and prospects are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These forward-looking statements speak only include but are not limited to statements as of to the date of this prospectus. Given these risks business strategy, revenue, profitability, planned projects and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under other matters as they relate to the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results Issuer or the achievement of Group discussed in this Offering Circular regarding matters that are not historical fact. Although the Group believes that the expectations described reflected in the forward-looking statements may also be contained in are reasonable, the documents we incorporate by reference into this prospectusGroup can give no assurance that such expectations will prove correct. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any The Group undertakes no obligation to publicly update or undertaking to release publicly any updates or revisions to revise any forward-looking statements contained herein to reflect any change whether as a result of new information, future events or otherwise. In light of the foregoing and the risks, uncertainties and assumptions in our expectations with regard thereto or any change “Risk Factors” and elsewhere in eventsthis Offering Circular, conditions or circumstances on which any such statement is based, except the forward-looking statements in this Offering Circular are not and should not be construed as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Qassurances of future performance and the Issuer’s, and Current Reports on Form 8-K filed with the SEC.Group’s actual results could differ materially from those anticipated in those forward- looking statements. SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SUMMARY CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 9

Forward-Looking Statements. When used This prospectus, each prospectus supplement and the information incorporated by reference in this prospectusprospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). The words “expects,” “believes,” “anticipates,” “estimatesbelieve,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “intendswould,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward- looking statements are not guarantees of future performance and involve risks and uncertainties uncertainties, and that could cause actual results to may differ materially from those projected in the forward-looking statements as a result of various factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or otherwise implied by quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. These Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements speak only contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus. Given these risks , and uncertaintiesalthough we believe such information forms a reasonable basis for such statements, you such information may be limited or incomplete, and our statements should not place undue reliance on be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these forward-looking statements. We will discuss many of these risks This prospectus and uncertainties the documents incorporated by reference in greater detail in any this prospectus supplement under may contain market data that we obtain from industry sources. These sources do not guarantee the heading “Risk Factors.” Additional cautionary statements accuracy or discussions of risks and uncertainties that could affect our results or the achievement completeness of the expectations described in forward-looking statements information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may also include projections that are based on a number of other projections. While we believe these assumptions to be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only reasonable and sound as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with actual results may differ from the SECprojections.

Forward-Looking Statements. All statements other than statements of historical fact included in this document regarding our anticipated financial position, business strategy and plans and objectives of our management for future operations, are forward-looking statements. When used in this prospectusreport, the words “expectssuch as ‘anticipate,” “believes’ ‘believe,” “anticipates’ ‘estimate,” “estimates’ ‘plans,” “may’ ‘expect,” “could’ ‘intend,” “intends’ ‘projects,” ’ ‘feel’ and similar expressions are intended and phrases, as they relate to ▇▇▇▇▇.▇▇▇ or our management, identify forward-looking statements. These Any forward-looking statements are subject based on the beliefs of our management as well as assumptions made by and information currently available to known and unknown risks and uncertainties that our management. Actual results could cause actual results to differ materially from those projected or otherwise implied contemplated by the forward-looking statementsstatements as a result of certain factors, including, but not limited to, our ability to monetize the ▇▇▇▇▇.▇▇▇ domain, our ability to incorporate our local-search technologies, our ability to market the ▇▇▇▇▇.▇▇▇ domain as a destination for consumers seeking local-search results, our ability to grow our business by enhancing our local-search services, including through businesses we acquire, the possibility that the information and estimates used to predict anticipated revenues and expenses associated with the businesses we acquire are not accurate, difficulties executing integration strategies or achieving planned synergies, the possibility that integration costs and go-forward costs associated with the businesses we acquire will be higher than anticipated, our ability to increase the number of businesses that purchase our subscription advertising and other business products, our ability to expand our advertiser and distribution networks, our ability to integrate and effectively utilize our acquisitions’ technologies, our ability to develop our products and sales, marketing, finance and administrative functions and successfully integrate our expanded infrastructure, as well as our dependence on major advertisers, competitive factors and pricing pressures, changes in legal and regulatory requirements, and general economic conditions. These Any forward-looking statements speak only as reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of the date of this prospectusoperations, growth strategy and liquidity. Given these risks All subsequent written and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in oral forward-looking statements may also be contained attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. Unless otherwise stated, all site traffic and usage statistics are from third-party service providers engaged by the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECcompany.

Forward-Looking Statements. When used This prospectus and documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in this prospectusthe forward-looking statement. These statements are based on current expectations of future events. Such statements include, the but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management and other statements that are not historical facts. You can find many of these statements by looking for words like “expectsbelieves,” “believesexpects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “intendsplan,” and “intend,” or similar expressions are intended to identify in this prospectus or in documents incorporated by reference into this prospectus . We intend that such forward-looking statements. These statements are be subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the safe harbors created thereby. Examples of these forward-looking statementsstatements include, but are not limited to: • progress and preliminary and future results of clinical trials conducted by us or our collaborators; • anticipated regulatory filings and requirements and future clinical trials conducted by us or our collaborators; • timing and amount of future contractual payments, product revenue and operating expenses; • market acceptance of our products and the estimated potential size of these markets; and • our anticipated future capital requirements and the terms of any capital financing agreements. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, as well as those discussed in this prospectus and in the documents incorporated by reference into this prospectus. You are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the date of this prospectusprospectus or, in the case of documents referred to or incorporated by reference, the date of those documents. Given these risks and uncertainties, you should All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not place undue reliance on undertake any obligation to release publicly any revisions to these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements to reflect events or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of circumstances after the date of this prospectusprospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. We expressly disclaim any obligation If we do update one or undertaking to release publicly any updates or revisions to any more forward-looking statements contained herein statements, no inference should be drawn that we will make additional updates with respect to reflect any change in our expectations with regard thereto those or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10other forward-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEClooking statements.

Forward-Looking Statements. When used in this prospectusThis Offer to Purchase (including any documents incorporated by reference or deemed to be incorporated by reference) contains statements that are not historical facts and constitute projections, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forecasts or forward-looking statements. These statements may be identified by the use of forward-looking words or phrases such as "anticipate," "estimate," "believe," "expect," "intend," "may," "planned," "potential," "should," "could," "will," "would" and similar terms. These forward-looking statements are inherently subject to known and unknown risks and uncertainties. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements. These risks and uncertainties include risks related to our businesses and factors relating to the transaction discussed in this Offer to Purchase. You should not place undue reliance on the forward-looking statements, which speak only as to the date of this Offer to Purchase or the date of documents incorporated by reference. Except for ongoing obligations to disclose material information as required by U.S. Federal securities laws (including Rule 13e-4(d)(2) of the Exchange Act), we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements. In addition, please refer to our annual report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on June 14, 2004 and our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2004, November 9, 2004, and February 9, 2005 as well as our other filings with the Commission on or prior to the date of this Offer to Purchase, all of which are incorporated by reference herein, for additional information on risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by described in the forward-looking statementsstatements or that may otherwise impact our company and business. These forward-looking statements speak only as INTRODUCTION To the Holders of our Common Stock: We invite our shareholders to tender shares of our common stock, $0.01 par value per Share, including the date associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), for purchase by us. Upon the terms and subject to the conditions of this prospectusOffer to Purchase and the related Letter of Transmittal, we are offering to purchase up to 4,878,048 Shares at a price not greater than $34.50 nor less than $30.75 per Share, net to the seller in cash, without interest. Given these risks and uncertaintiesThe tender offer will expire on Thursday, you should not place undue reliance on these forward-looking statementsJune 23, 2005, at 12:00 midnight, New York City time, unless we extend it. See Section 1. We may choose to extend the tender offer for any reason. See Section 14. We will discuss many select the lowest purchase price that will allow us to purchase Shares with an aggregate purchase price of these risks $150 million or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and uncertainties not withdrawn. All Shares acquired in greater detail the tender offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. The tender offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any prospectus supplement under amendments or supplements hereto or thereto, collectively constitute the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or "Offer"). Shareholders must complete the achievement section of the expectations Letter of Transmittal relating to the price at which they are tendering Shares in order to properly tender Shares. Only Shares properly tendered at prices at or below the purchase price we select and not properly withdrawn will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in forward-looking statements this Offer to Purchase, all of the Shares tendered at or below the purchase price may also not be contained purchased if more than the number of Shares we seek are properly tendered. We will return Shares tendered at prices in excess of the purchase price that we determine and Shares we do not purchase because of proration or conditional tenders promptly following the expiration of the Offer. See Section 3. In the event that the final purchase price per Share is less than or equal to the maximum price of $34.50 and Shares with an aggregate purchase price in excess of $150 million are tendered in the documents Offer at or below the purchase price, we incorporate by reference into this prospectusmay exercise our right to purchase up to an additional 2% of our outstanding Shares (approximately 559,274 Shares), subject to certain limitations and applicable legal requirements. These forward-looking statements speak only as Such a purchase of additional Shares will not require us to extend the date of this prospectusOffer. We expressly disclaim any obligation See Sections 1 and 14. Tendering shareholders whose Shares are registered in their own names and who tender directly to Equiserve Trust Company, the Depositary for the Offer will not be obligated to pay brokerage fees or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is basedcommissions or, except as required set forth in Instruction 7 to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by law us under the Offer. If you own your Shares through a bank, broker, dealer, trust company or regulationother nominee and that person tenders your Shares on your behalf, that person may charge you a fee for doing so. You shouldshould consult your bank, howeverbroker, review additional disclosures dealer, trust company or other nominee to determine whether any charges will apply. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OBLIGATION TO ACCEPT, AND PAY FOR, SHARES VALIDLY TENDERED PURSUANT TO THE OFFER, HOWEVER, IS CONDITIONED UPON SATISFACTION OR WAIVER OF THE CONDITIONS SET FORTH IN SECTION 7 OF THIS OFFER TO PURCHASE. Our Board of Directors has approved the Offer. However, neither we make nor our Board of Directors nor the Dealer Manager or the Information Agent is making any recommendation as to whether you should tender or refrain from tendering your Shares or at what purchase price or purchase prices you should choose to tender your Shares. You must decide whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. You should discuss whether to tender your Shares with your broker or other financial or tax advisor. PolyMedica's directors and executive officers have advised the Company that they will not tender Shares in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECOffer.

Forward-Looking Statements. When used in We consider portions of this prospectus and certain information incorporated by reference into this prospectus, including information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends” in our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q, to contain forward-looking statements within the words meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to our expectations for future periods. In addition, any prospectus supplement or any free writing prospectus we prepare in connection with an offering of any of the securities described herein may also contain forward-looking statements. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “anticipatesseeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “intendsshould,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. These Such forward-looking statements are subject to involve known and unknown risks risks, uncertainties and uncertainties that could other factors, as described below, which may cause our actual results, performance or achievements to be materially different from the results to differ materially from those projected of operations, financial conditions or otherwise plans expressed or implied by the such forward-looking statements. These forward-looking statements speak only as of Although we believe that the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under assumptions underlying the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this prospectus, any prospectus supplement, any free writing prospectus or any documents incorporated by reference herein and therein may not prove to reflect be accurate. In light of the significant uncertainties inherent in the forward-looking statements included in this prospectus, any prospectus supplement, any free writing prospectus and any documents incorporated by reference herein and therein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements: • inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors; • exposure to risks inherent in investments in a single industry and sector; • adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns; • failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results; • unexpected capital needs; • material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other factors; • inability to obtain appropriate insurance coverage at reasonable rates, or at all, losses due to uninsured risks, deductibles and self-insured retention, or losses from catastrophes in excess of coverage limits; • ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures; • level and volatility of interest or capitalization rates or capital market conditions; • the effect of any rating agency actions on the cost and availability of new debt financing; • the impact of adverse developments affecting the U.S. or global banking industry, including bank failures and liquidity concerns, which could cause continued or worsening economic and market volatility, and regulatory responses thereto; • significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product; • ability of MAA to continue to satisfy complex rules in order to maintain its status as a REIT for federal income tax purposes, the ability of MAALP to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our expectations with regard thereto taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules; • inability to attract and retain qualified personnel; • cyber liability or any change potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions; • potential liability for environmental contamination; • changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations; • extreme weather and natural disasters; • disease outbreaks and other public health events, conditions and measures that are taken by federal, state, and local governmental authorities in response to such outbreaks and events; • impact of climate change on our properties or circumstances on which any such statement is basedoperations; • legal proceedings or class action lawsuits; • impact of reputational harm caused by negative press or social media postings of our actions or policies, except as required by law whether or regulationnot warranted; • compliance costs associated with numerous federal, state and local laws and regulations; and • other risks identified in this prospectus and in other reports we file with the SEC or in other documents that we publicly disseminate. You should, however, review additional disclosures we make are advised to carefully read the sections of this prospectus and any prospectus supplement entitled “Risk Factors” and the information under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, K and subsequent Quarterly Reports on Form 10-Q, as well as the description of other risks and Current Reports uncertainties affecting our business that appear in the documents incorporated by reference in this prospectus, any applicable prospectus supplement or any free writing prospectus for a more in depth discussion of some of the risks to our business. New factors may also emerge from time to time that could have a material adverse effect on Form 8-K filed with the SECour business. We undertake no obligation to publicly update or revise any such forward- looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Forward-Looking Statements. When used This prospectus and the documents incorporated herein by reference contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates and projections about our industry, our beliefs and assumptions. Discussions containing these forward-looking statements may be found, among other places, in this prospectus, the words Sections entitled “expectsBusiness Overview,” “believesRisk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC. We use words such as “anticipate,” “anticipatesexpect,” “estimatesintend,” “mayplan,” “couldbelieve,” “intendsseek,” “estimate” and variations of these words and similar expressions are intended to identify forward-forward- looking statements. These statements are not guarantees of future performance and are subject to known certain risks, uncertainties and unknown risks other factors, some of which are beyond our control, are difficult to predict and uncertainties that could cause actual results to differ materially from those projected expressed or otherwise implied by forecasted in the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you uncertainties include those described in the section above entitled “Risk Factors.” You should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect , which reflect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak view only as of the date of this prospectus. We expressly disclaim any Except as required by law, we assume no obligation to update these forward-looking statements publicly, or undertaking to release publicly any updates or revisions to revise any forward-looking statements contained herein to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future. We cannot guarantee that we will receive any change proceeds in connection with this offering because we may be unable or choose not to issue and sell any securities covered by this prospectus. Unless otherwise provided in a supplement or amendment to this prospectus, we intend to use any net proceeds from this offering, together with other available funds, for operating costs, including working capital needs and for other general corporate purposes. We have not specifically identified the precise amounts we will spend on each of these areas or the timing of these expenditures. The amounts actually expended for each purpose may vary significantly depending upon numerous factors, including the amount and timing of the proceeds from this offering and our expectations operating expenses. In addition, expenditures may also depend on the establishment of new collaborative arrangements with regard thereto other companies, the availability of other financing, and other factors. We will be required to raise substantial additional capital to continue to fund our continued activities. We may raise additional capital through additional public or any change private financings, as well as collaborative relationships, incurring debt and other available sources. Please see the discussion of the risks associated with our liquidity under the caption “Risk Factors” included in eventsPart I, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in Item 1A of our Annual Report on Form 10-KK for the fiscal year ended June 30, Quarterly Reports on Form 10-Q2019, and Current Reports on Form 8-K filed with the SECwhich is incorporated by reference in this prospectus.

Forward-Looking Statements. When used in this prospectus, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. These This prospectus contains forward-looking statements speak only as of the date of this prospectus. Given these that involve risks and uncertainties, you . You should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties Our actual results could differ materially from those anticipated in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements for many reasons, including the reasons described in our “Prospectus Summary,” “Use of Proceeds,” “Risk Factors,” “Management Discussion and Analysis of Financial Condition and Result of Operations,” and “Business” sections. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may also be contained in the documents we incorporate by reference into this prospectusaffect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements speak only are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this prospectus, regarding, among other things: ● market acceptance of our products; ● our ability to deliver on our existing orders including the UPS order and further develop new orders; ● our ability to ultimately be awarded commercial or government contracts; ● our ability to attract and retain customers for existing and new products; ● our ability to effectively maintain and update our product and service portfolio; ● our ability to continue as a going concern; ● our ability to raise capital under acceptable terms; ● our ability to effectively manage all warranty claims; ● our ability to enter long-term supply contracts including, but not limited to the supply of lithium-ion battery cells and the date battery packs incorporating such cells; ● our ability to maintain listing of our common stock on the Nasdaq Capital Market; ● our ability to adequately protect our intellectual property, or the loss of some of our intellectual property rights through costly litigation or administrative proceedings; ● legislation and government regulation; and ● general economic conditions, inflation and access to capital. These risks are not exhaustive. Other sections of this prospectusprospectus may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. You should not rely upon forward looking statements as predictions of future events. We expressly disclaim any cannot assure you that the events and circumstances reflected in the forward- looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation or undertaking to release update publicly any updates or revisions to any forward-looking statements contained herein for any reason after the date of this prospectus or to reflect any change conform these statements to actual results or to changes in our expectations expectations. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part with regard thereto or any change in eventsthe understanding that our actual future results, conditions or circumstances levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Overview and 2019 Highlights We are a technology company focused on which any such statement is providing sustainable and cost-effective solutions to the commercial transportation sector. As an American manufacturer, we design and build high performance battery-electric vehicles and aircraft that make movement of people and goods more efficient and less harmful to the environment. As part of our solution, we also develop cloud-based, except real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. We are currently focused on our core competency of bringing the C-Series electric delivery truck to market and fulfilling our existing backlog of orders. We have licensed some of our previously developed intellectual property to Lordstown Motors Corp. (“LMC”) and have sold our SureFly™ multicopter business which were assets that are outside of our core focus. Workhorse electric delivery trucks are in use by our customers on U.S. roads. Our delivery customers include companies such as required UPS, FedEx Express, Alpha Baking and ▇.▇. ▇▇▇▇▇. Data from our in-house developed telematics system demonstrates our vehicles on the road are averaging approximately a 500% increase in fuel economy as compared to conventional gasoline-based trucks of the same size and duty cycle. In addition to improved fuel economy, we anticipate that the performance of our vehicles on-route will reduce long-term vehicle maintenance expense by law approximately 60% as compared to fossil-fueled trucks. We are an OEM capable of manufacturing Class 3-6 commercial-grade, medium-duty truck at our Union City, Indiana facility, marketed under the Workhorse® brand. Workhorse last mile delivery trucks are assembled in the Union City assembly facility. From our development modeling and the existing performance of our electric vehicles on American roads, we estimate that our C-Series delivery trucks will save over $170,000 in fuel and maintenance savings over the 20-year life of the vehicle. We expect that fleet buyers will be able to achieve a three-year or regulationbetter return-of-investment (without government incentives), which we believe justifies the higher acquisition cost of our vehicles. You shouldOur goal is to continue to increase sales and production, howeverwhile executing on our cost-down strategy to a point that will enable us to achieve gross margin profitability of the last mile delivery truck platform. As a key strategy, review additional disclosures we make have developed the Workhorse C-Series platform, which has been accelerated from our previous development efforts. The Workhorse C-Series electric delivery truck platform will be available in multiple size configurations, 450, 650 and 1,000 cubic feet. This ultra-low floor platform incorporates state-of-the-art safety features, economy and performance. We expect these vehicles offer fleet operators the most favorable total cost-of-ownership of any comparable vehicle available today. We believe we are the first American OEM to market a U.S. built electric delivery truck, and early indications of fleet interest are significant. We expect the C-Series trucks will be supported by our Ryder Systems partnership. Using C-Series light duty prototypes, we delivered over 100,000 packages in San Francisco and Ohio during our testing. During the testing period we achieved 50 MPGe and successfully demonstrated the role the vehicle can have in last mile delivery. Our HorseFly™ delivery drone is a custom designed, purpose-built drone that is fully integrated in our Annual Report on Form 10-Kelectric trucks. HorseFly is designed with a maximum gross weight of 30 lbs., Quarterly Reports on Form 10-Qa 10 lb. payload and a maximum air speed of 50 mph. It is designed and built to be rugged and consisting of redundant systems to further meet the FAA’s required rules and regulations. As part of the divestiture of SureFly, and Current Reports on Form 8-K filed with the SECCompany formed a 50/50 joint venture to which we contributed our HorseFly technology. On November 27, 2019, the Company completed the sale of SureFly for $4.0 million.

Forward-Looking Statements. When used This announcement (including information incorporated by reference in this prospectusannouncement), oral statements made regarding the words Acquisition, and other information published by Sirius, Anglo American or any member of the Anglo American Group contain statements which are, or may be deemed to be, “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify forward-forward- looking statements”. These Such forward- looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Anglo American, any member of the Anglo American Group or the Enlarged Group shall operate in the future and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected expressed or otherwise implied by the forward-looking those statements. These The forward- looking statements contained in this announcement relate to Anglo American, any member of the Anglo American Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements speak only as can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Anglo American’s, any member of the date Anglo American Group’s or Sirius’ operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Anglo American’s, any member of the Anglo American Group’s or Sirius’ business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Sirius nor any of Anglo American nor any member of the Anglo American Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward- looking statements in this prospectusannouncement shall actually occur. Given these risks and uncertainties, you potential investors should not place undue any reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These The forward-looking statements speak only as of at the date of this prospectusannouncement. We All subsequent oral or written forward-looking statements attributable to any member of the Anglo American Group or Sirius Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Sirius, the Anglo American Group and Anglo American expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking update such statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except other than as required by law or regulationby the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise. You shouldNo statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Anglo American or Sirius, howeveras appropriate, review additional disclosures we make in our Annual Report on Form 10-Kfor the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Anglo American or Sirius, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECas appropriate.

Forward-Looking Statements. When used in this prospectus, the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” and similar expressions are intended to identify This news release contains forward-looking statements. These All statements, other than of historical facts, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future including, without limitation, the closing of the Acquisition, the planned exploration program on the Belleterre project, the expected positive exploration results, the timing of the exploration results, the ability of the Corporation to continue with the exploration program and the availability of the required funds to continue with the exploration program. Forward-looking statements are generally identifiable by use of the words "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "to earn", "to have', "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to known and unknown a number of risks and uncertainties, many of which are beyond the Corporation's ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, delays in completing the required documentation to complete the Acquisition, failure to meet expected, estimated or planned exploration expenditures, the possibility that future exploration results will not be consistent with the Corporation's expectations, general business and economic conditions, changes in world gold markets, sufficient labour and equipment being available, changes in laws and permitting requirements, unanticipated weather changes, title disputes and claims and environmental risks as well as those risks identified in the Corporation's Management's Discussion and Analysis for the fiscal year ended June 30, 2023. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described and accordingly, readers should not place undue reliance on forward-looking statements. Although the Corporation has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially from those projected materially, there may be others that cause results not to be as anticipated, estimated or otherwise implied by the forward-looking statementsintended. These The Corporation does not intend, and does not assume any obligation, to update these forward-looking statements speak only as of the date of this prospectus. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as otherwise required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECapplicable law.

Forward-Looking Statements. When used The parties are including the following cautionary statement in this prospectusAgreement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of any party hereto. Forward-looking statements include but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than historical facts. The statements in this Agreement, as well as any oral statements and written materials provided by any party to the words “expects,” “believes,” “anticipates,” “estimates,” “may,” “could,” “intends,” other parties before or after the execution of this Agreement including, but not limited to, production performance, recoverable reserves, projected revenues, expenses, net income and similar expressions expected drilling and development activities, etc. are intended to identify forward-looking statements. These Certain statements contained herein as well as any oral statements and written materials provided by any party to the other parties before or after the execution of this Agreement, including but not limited to those statements which are subject to known identified by language that speaks of future events such as “may”, “could”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “continue”, “projected”, “future”, “will”, “seek”, and unknown risks “plan”, are inherently uncertain, and uncertainties actual results or outcomes could differ materially from those expressed in these forward-looking statements. Important factors that could cause actual results to differ materially from those projected or otherwise implied by the expressed in forward-looking statements, include but are not limited to state and federal regulatory development and statutory changes; the timing and extent of changes in commodity prices and markets; the timing and extent of success in acquiring leasehold interests and in discovering, developing, or acquiring oil and gas reserves; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated delays or changes in costs; the nature and projected profitability of pending and potential prospects and other investments; uncertainty of oil and gas reserves estimates, etc. These Furthermore, such forward-looking statements speak only as of the date of this prospectus. Given these risks Agreement, and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements no party accepts or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim agrees to undertake any obligation or undertaking to release publicly update any updates or revisions to any forward-looking statements contained herein such statement(s) to reflect any change in our expectations with regard thereto or any change in the occurrence of new information, future events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECotherwise.

Forward-Looking Statements. When used This Announcement (including information incorporated by reference in this prospectusAnnouncement), oral statements made regarding the Acquisition, and other information published by SNC-Lavalin and Atkins contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of SNC-Lavalin and Atkins about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on SNC-Lavalin and Atkins, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words “such as "plans", "expects,” “" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes,” “anticipates,” “estimates,” “", or variations of such words and phrases or statements that certain actions, events or results "may,” “", "could,” “intends,” ", "should", "would", "might" or "will" be taken, occur or be achieved. Although SNC-▇▇▇▇▇▇▇ and similar expressions Atkins believe that the expectations reflected in such forward-looking statements are intended reasonable, SNC-Lavalin and Atkins can give no assurance that such expectations will prove to identify be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These statements factors include, but are subject not limited to: the ability to known consummate the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which SNC-Lavalin and Atkins operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which SNC-Lavalin and Atkins operate and changes in laws or in supervisory expectations or requirements. Other unknown risks and uncertainties that or unpredictable factors could cause actual results to differ materially from those projected or otherwise implied by in the forward-looking statements. These Such forward-looking statements speak only as should therefore be construed in the light of such factors. Neither SNC-Lavalin nor Atkins, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the date of events expressed or implied in any forward-looking statements in this prospectusAnnouncement will actually occur. Given these risks and uncertainties, you should You are cautioned not to place undue any reliance on these forward-looking statements. We will discuss many of these risks and uncertainties Other than in greater detail in any prospectus supplement accordance with their legal or regulatory obligations (including under the heading “Risk Factors.” Additional cautionary statements or discussions of risks Listing Rules and uncertainties that could affect our results or the achievement Disclosure Guidance and Transparency Rules of the expectations described in forwardFCA, as applicable), neither SNC-looking statements may also be contained in the documents we incorporate by reference into this prospectus. These forwardLavalin nor Atkins is under any obligation, and SNC-looking statements speak only as of the date of this prospectus. We Lavalin and Atkins expressly disclaim any obligation intention or undertaking obligation, to release publicly any updates update or revisions to revise any forward-looking statements contained herein statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to reflect any change in our expectations with regard thereto mean that earnings or any change in eventsearnings per share for SNC-Lavalin or Atkins, conditions as appropriate, for the current or circumstances on which any such statement is basedfuture financial years would necessarily match or exceed the historical published earnings or earnings per share for SNC-Lavalin or Atkins, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SECappropriate.