Common use of INFORMATION INCORPORATED BY REFERENCE Clause in Contracts

INFORMATION INCORPORATED BY REFERENCE. Under the Securities Act of 1933, the Company has filed with the Commission a registration statement (the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It is incorporated by reference into this prospectus. The Form 10-K for the period ended December 31, 2005 contains additional information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (such as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been incorporated by reference into this prospectus. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to incorporate by reference information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the Securities SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act made subsequent to the date of 1933this prospectus until the termination of the offering of the securities described in this prospectus (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). We incorporate by reference the Company has following documents or information that we have filed with the Commission SEC: • our annual report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 18, 2020; • our current reports on Form 8-K filed with the SEC onFebruary 10, 2020, February 18, 2020, March 18, 2020 and April 3, 2020 (in each case, except for information contained therein which is furnished rather than filed); • our definitive proxy statement on Schedule 14A filed with the SEC on March 30, 2020, as amended on April 3, 2020; and • the description of our common stock contained in our registration statement onForm S-8 filed with the SEC on September 10, 2019, including any amendment or report filed for the purpose of updating such description. Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement You may request a copy of these filings at no cost, by writing or telephoning us at the following address: Brickell Biotech, Inc. 0000 Xxxxxxx Xxxxxx Suite 102 Boulder, CO 80301 (000) 000-0000 E-mail: xxxxxxxxxxxxxxxxx@xxxxxxxxxxx.xxx You should rely only on the information incorporated by reference or provided in this prospectus or in any prospectus supplement. We have not authorized anyone else to provide you with different or additional information. An offer of these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement (we filed with the "Registration Statement") relating to the Contracts offered by this prospectusSEC. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement registration statement and the exhibits, and reference is hereby made exhibits to such Registration Statement and exhibits for the registration statement. For further information relating with respect to us and the securities we are offering under this prospectus, we refer you to the Company registration statement and the Contracts. The Company's latest annual report on Form 10-K has been exhibits and schedules filed with the Commission. It is incorporated by reference into this prospectus. The Form 10-K for the period ended December 31, 2005 contains additional information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) as a part of the Exchange Act (such as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been incorporated by reference into this prospectusregistration statement. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information should rely only on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described contained in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) or incorporated by reference in this Prospectus prospectus. We have been audited not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by Xxxxxxxx & Touche LLPthis prospectus. We file annual, an independent registered public accounting firmquarterly and current reports, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial proxy statements and schedules other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of The Travelers Insurance Company certain information filed by us with the SEC are also available on our website at xxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been is not incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -prospectus.

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to incorporate by reference the Securities Act information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of 1933this prospectus supplement, and subsequent information that we file with the Company has SEC will automatically update and supersede that information. You should read the information incorporated by reference because it is an important part of this prospectus supplement. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement modifies or replaces that statement. We incorporate by reference the following information or documents that we have filed with the Commission a registration statement SEC (the "Registration Statement") relating excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the Contracts offered by this prospectus. This prospectus has been filed as a part General Instructions of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report Form 8-K): • our Annual Report on Form 10-K has been filed with the Commission. It is incorporated by reference into this prospectus. The Form 10-K for the period year ended December 31, 2005 contains additional 2021 filed with the SEC on March 1, 2022; • the information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021, from our definitive proxy statement relating to our 2022 annual meeting of stockholders, filed with the SEC on April 29, 2022; • the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022, including any amendment or report filed for the purpose of updating such description; • our Quarterly Report on Form 10-Q for the three months ended March 31, 2006 via Xxxxx File No2022 filed with the SEC on May 10, 2022; and • our Current Reports on Form 8-K filed with the SEC on January 12, 2022 (excluding information furnished thereunder), February 15, 2022 (excluding information furnished thereunder), and March 25, 2022. 00-00-00000. All other reports filed We also incorporate by reference into this prospectus supplement additional documents that we may file with the Company pursuant to Section SEC under Sections 13(a) ), 13(c), 14 or 15(d) of the Exchange Act (such as quarterly and periodic reports) prior to the completion or proxy or information statements filed pursuant to Section 14 termination of the Exchange Act since offering, but excluding any information deemed furnished and not filed with the end of the fiscal year ending December 31, 2005 are also SEC. Any statements contained in a previously filed document incorporated by reference into this prospectusprospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. There have been no material changes This prospectus supplement may contain information that updates, modifies or is contrary to information in the Company's affairs which have occurred since the end one or more of the latest fiscal year for which audited consolidated financial statements were included documents incorporated by reference in this prospectus supplement. You should rely only on the latest Form 10-K information incorporated by reference or which provided in this prospectus supplement. We have not been described authorized anyone else to provide you with different information. You should not assume that the information in a Form 10-Q this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or Form 8-K filed the date of the documents incorporated by reference in this prospectus supplement. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written or oral request, at no cost to the Company under the Exchange Act. If requested, the Company will furnish, without chargerequester, a copy of any and all of the reports or information that is incorporated by reference in this prospectus supplement, but not delivered with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that have this prospectus supplement incorporates. Requests for such documents should be directed to: ImmunityBio, Inc. Attn: Investor Relations 0000 Xxxx Xxxxxxx Court San Diego, CA 92121 (858) 633-0300 You may also access the documents incorporated by reference in this prospectus supplement through our website at xxxxx://xxx.xxxxxxxxxxx.xxx. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus supplement or the registration statement of which it forms a part. Inclusion of our website address in this prospectus supplement is an inactive textual reference only. PROSPECTUS ImmunityBio, Inc. ImmunityBio, Inc. may offer, from time to time, • Common stock • Preferred stock • Debt securities • Warrants • Units We may from time to time, in one or more offerings, offer and sell common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. This prospectus provides a general description of the securities we may offer. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement, which will describe the method and the terms of the offering. We will provide you with the specific amount, price and terms of the applicable offered securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. A prospectus supplement and any free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. You should read this prospectus, the information and documents incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and any related free writing prospectus carefully before you purchase any of our securities offered hereby. Our common stock is listed on the Nasdaq Global Select Market under the symbol “IBRX.” On February 24, 2022, the last reported sale price on the Nasdaq Global Select Market was $7.04 per share. There is currently no market for the other securities we may offer. Investing in our securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page 6 of this prospectus and in any similar section contained in or incorporated by reference herein, including, without limitation, our Annual Report on Form 10-K filed with the SEC on March 1, 2022, or in the applicable prospectus supplement before you invest in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. These securities may be offered and sold to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If underwriters, dealers, or agents are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. The date of this prospectus is May 18, 2022. TABLE OF CONTENTS Page Prospectus About This Prospectus 1 Prospectus Summary 2 Risk Factors 6 Forward-Looking Statements 6 Use of Proceeds 7 Dividend Policy 7 Description of Our Capital Stock 8 Description of the Debt Securities 12 Description of the Warrants 20 Plan of Distribution 21 Legal Matters 23 Experts 23 Where You Can Find More Information 23 Information Incorporated by Reference 24 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer or sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or any related free writing prospectus may also add to, update or change information contained in this prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. Each prospectus supplement will provide the amount, price, terms and plan of distribution relating to the securities to be sold pursuant to such prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may should also read and copy carefully consider the information in the documents we have referred you to in “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Neither the delivery of this prospectus or any materials prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been contained or incorporated by reference herein or in reliance upon any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the reports date hereof or of KPMG LLPsuch prospectus supplement or issuer free writing prospectus, independent registered public accounting firmas applicable. You should assume that the information appearing in this prospectus, also any prospectus supplement or any document incorporated by reference herein, and upon the authority of said firm is accurate only as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 date of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contractapplicable documents, the distribution of such an annuity and payment of death benefits in accordance with the requirements regardless of the federal income tax rulestime of delivery of this prospectus or any sale of securities. Assuming continued Plan qualification Our business, financial condition, results of operations and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether prospects may have changed since that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -date.

INFORMATION INCORPORATED BY REFERENCE. Under The rules of the Securities Act SEC allow us to incorporate by reference in this prospectus supplement the information in other documents that we file with it, which means that we can disclose important information to you by referring you to those documents that we have filed separately with the SEC. You should read the information incorporated by reference because it is an important part of 1933this prospectus supplement. We hereby incorporate by reference the following information or documents into this prospectus supplement: ● our Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 26, 2021; ● our Quarterly Report on Form 10-Q for the Company has quarter ended March 31, 2021, filed on May 17, 2021; ● the Current Reports on Form 8-K filed with the Commission on March 26, 2021, June 3, 2021, June 22, 2021 and July 2, 2021; ● the description of our common stock as set forth in our registration statement filed on Form 8-A under the Exchange Act on May 8, 1984, as amended by: ● the description of our common stock as set forth in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 26, 2021; and ● the description of our Series 1 Preferred as set forth in the Current Report on Form 8-K filed with the Commission on March 9, 2020. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the termination of the offering as to which this prospectus supplement relates. Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may obtain a copy of these filings, without charge, by writing or calling us at: Cadiz Inc. 000 Xxxxx Xxxx Xxxxxx Xxxxx 0000 Los Angeles, California 90071 Attention: Investor Relations (000) 000-0000 PROSPECTUS $205,000,000 CADIz INC. DEBT SECURITIES COMMON STOCK PREFERRED STOCK DEPOSITARY SHARES WARRANTS SUBSCRIPTION RIGHTS UNITS By this prospectus and an accompanying prospectus supplement, we may from time to time offer and sell, in one or more offerings, up to $205,000,000 in any combination of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights and units. This prospectus provides you with a general description of these securities. We will provide you with more specific terms of these securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement or issuer free writing prospectus relating to a particular offering, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest. We may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of the offering. We may offer and sell these securities to or through underwriters, dealers or agents, or directly to investors, or through a combination of these methods, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” beginning of pages 1 and 20, respectively, for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in the applicable prospectus supplement. Our common stock is listed on the Nasdaq Global Market under the symbol “CDZI”. On June 15, 2021, the closing price of our common stock as reported by the Nasdaq Global Market was $13.17 per share. We will provide information in any applicable prospectus supplement regarding the listing of securities other than shares of our common stock on any securities exchange. Investing in these securities involves certain risks. See “Risk Factors” beginning on page 4 of this prospectus and any similar section contained in the applicable prospectus supplement and any related free writing prospectus concerning factors you should consider before investing in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Prospectus dated June 25, 2021 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 THE COMPANY 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 Corporate Information 3 About Cadiz 3 USE OF PROCEEDS 5 RISK FACTORS 4 General 5 DESCRIPTION OF DEBT SECURITIES 5 Consolidation, Merger or Sale 7 Conversion or Exchange Rights 7 Modifications of Indenture; Waiver 8 Events of Default under the Indenture 7 Form, Exchange and Transfer 9 Discharge 9 Payment and Paying Agents 10 Information Concerning the Trustee 10 Subordination of Subordinated Debt Securities 10 Governing Law 10 General 11 DESCRIPTION OF CAPITAL STOCK 11 Series 1 Preferred Stock 11 Common Stock 11 Indemnification of Directors and Officers 14 Future Class or Series of Preferred Stock 13 Anti-Takeover Effects of Delaware Law and Certain Provisions of our Charter Documents 14 Exchange Listing 14 General 16 DESCRIPTION OF DEPOSITARY SHARES 16 Withdrawal of Preferred Stock 17 Dividends and Other Distributions 16 Voting Deposited Preferred Stock 17 Redemption, Conversion and Exchange of Preferred Stock 17 Charges of Preferred Stock Depositary; Taxes and Other Governmental Charges 18 Amendment and Termination of the Deposit Agreement 18 Miscellaneous 18 Resignation and Removal of Depositary 18 Exercise of Warrants 19 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 20 DESCRIPTION OF SUBSCRIPTION RIGHTS 20 General 21 PLAN OF DISTRIBUTION 20 Dealers 22 Underwriters and Agents 21 Institutional Purchasers 22 Direct Sales 22 Market-Making, Stabilization and Other Transactions 23 Indemnification; Other Relationships 22 EXPERTS 23 LEGAL MATTERS 23 INFORMATION INCORPORATED BY REFERENCE 24 WHERE YOU CAN FIND MORE INFORMATION 23 This prospectus is part of a registration statement (we filed with the "Registration Statement") relating Securities and Exchange Commission, or the “Commission” or the “SEC,” using the “shelf” registration process. Under the shelf registration process, using this prospectus, together with a prospectus supplement, we may sell from time to time any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that may be offered. Each time we sell securities pursuant to this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered. A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. The prospectus supplement may also add to, update or change information contained in this prospectus and, accordingly, to the Contracts offered extent inconsistent, the information in this prospectus will be superseded by the information in the prospectus supplement. You should read this prospectus, any applicable prospectus supplement and any related issuer free writing prospectus, as well as the additional information incorporated by reference in this prospectus described below under “Where You Can Find More Information” and “Information Incorporated by Reference” or in any applicable prospectus supplement and any related issuer free writing prospectus, before making an investment in our securities. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.” Neither the delivery of this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, nor any sale made under this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, implies that there has been no change in our affairs or that the information therein is correct as of any date after the date of this prospectus or of such prospectus supplement or free writing prospectus, as applicable. You should not assume that the information in this prospectus, including any information incorporated in this prospectus by reference, the accompanying prospectus supplement or any free writing prospectus prepared by us, is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. You may rely only on the information contained or incorporated by reference in this prospectus. Neither we nor any other person has authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither this prospectus nor any accompanying prospectus supplement nor any free writing prospectus prepared by or on behalf of us or to which we have referred you constitutes an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, or an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It is incorporated by reference into this prospectus. The Form 10-K for the period ended December 31, 2005 contains additional information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (such as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in registration statement. For a Form 10-Q or Form 8-K filed by more complete understanding of the Company under offering of the Exchange Actsecurities, you should refer to the registration statement, including its exhibits. If requestedUnless the context otherwise requires, the Company will furnish, without chargeterms “we,” “us,” “our,” “Cadiz,” and “the Company” refer to Cadiz Inc., a copy of any and all of the reports or documents that have been incorporated by reference into this prospectus. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -Delaware corporation.

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to incorporate by reference the Securities Act information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of 1933this prospectus, and subsequent information that we file with the Company has SEC will automatically update and supersede that information. You should read the information incorporated by reference because it is an important part of this prospectus. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the following information or documents that we have filed with the Commission a registration statement SEC (the "Registration Statement") relating excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the Contracts offered by this prospectus. This prospectus has been filed as a part General Instructions of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report Form 8-K): • our Annual Report on Form 10-K has been filed with the Commission. It is incorporated by reference into this prospectus. The Form 10-K for the period year ended December 31, 2005 contains additional information about 2021 filed with the CompanySEC on March 1, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its 2022; and • our Current Reports on Form 108-K filed with the SEC on March 31January 12, 2006 via Xxxxx File No. 00-00-000002022 (excluding information furnished thereunder), and February 15, 2022 (excluding information furnished thereunder). All reports and other reports filed by the Company documents we subsequently file pursuant to Section 13(a) ), 13(c), 14 or 15(d) of the Exchange Act (after the date of this prospectus and prior to the termination of the offering of our securities to which this prospectus relates will automatically be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of the filing of such as quarterly reports and periodic reports) documents. We are not, however, incorporating by reference any documents or proxy or portions thereof that are not deemed “filed” with the SEC, including any information statements filed furnished pursuant to Section 14 Item 2.02 or Item 7.01 of Form 8-K (and any related exhibits furnished with such furnished information). Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the Exchange Act since SEC that is incorporated or deemed to be incorporated herein by reference to the end extent that statements in the later filed document modify or replace such earlier statements. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the fiscal year ending December 31this prospectus. We will provide without charge to each person, 2005 including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are also incorporated by reference into this prospectus. There have been no material changes in , but not delivered with the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requestedprospectus, the Company will furnish, without charge, a copy of any and all of the reports or other than exhibits to such documents that have been unless such exhibits are specifically incorporated by reference into the documents that this prospectusprospectus incorporates. You should direct written requests to: ImmunityBio, Inc., 0000 Xxxx Xxxxxxx Court, San Diego, California 92121, Attention: Investor Relations, or you may direct your requests to the Company call us at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-(858) 000- 0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority Up to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -$330,795,982 Common Stock PROSPECTUS SUPPLEMENT Xxxxxxxxx

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to “incorporate by reference” the Securities Act information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of 1933this prospectus and any accompanying prospectus supplement, the Company has and later information filed with the Commission a registration statement (SEC will automatically update and supersede this information. We incorporate by reference the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement documents listed below and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been documents subsequently filed with the Commission. It is incorporated by reference into SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering under this prospectus. The prospectus and any prospectus supplement (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K): · our Annual Report on Form 10-K for the period year ended December 31, 2005 contains additional information about 2021, filed with the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K SEC on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports 2022; · our Definitive Proxy Statement on Schedule 14A relating to our 2022 Annual Meeting of Stockholders, filed by with the Company pursuant to Section 13(a) or 15(d) of SEC on May 2, 2022; · our Definitive Information Statement on Schedule 14C, filed with the Exchange Act (such as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31SEC on January 23, 2005 are also incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a 2023; · our Quarterly Reports on Form 10-Q or for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022, filed with the SEC on May 16, 2022, August 15, 2022 and November 14, 2022, respectively; · our Current Reports on Form 8-K filed by with the Company SEC on February 14, 2022, April 6, 2022, April 12, 2022, June 28, 2022, October 11, 2022, October 20, 2022, December 28, 2022, January 3, 2023, January 9, 2023 and January 27, 2023, and · the description of our Class A common stock contained in our Registration Statement on Form 8-A, filed with the SEC on January 25, 2022 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description (including Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022). If requestedUpon written or oral request, the Company we will furnishprovide to you, without charge, a copy of any and or all of the reports or documents that have been are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You may direct your requests to the Company at Annuity Operations and ServicesRequests should be directed to: Knightscope, One CityplaceInc., HartfordAttention: Investor Relations, CT 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000-0000. The , telephone number is 0-(000-) 000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X XxxxxxKnightscope, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority Inc. Up to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx $20,000,000 Class A Common Stock PROSPECTUS X.X. Xxxxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -Co.

INFORMATION INCORPORATED BY REFERENCE. Under the Securities Act of 1933, the Company has filed with the Securities and Exchange Commission ("SEC") a registration statement (the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, exhibits and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been was filed with the CommissionSEC on March 30, 2015 via XXXXX File No. It is incorporated by reference into this prospectus033-03094. The Form 10-K contains information for the period ended December 31, 2005 contains additional information 2014, about the Company, including consolidated audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 31is incorporated by reference into this xxxxxxxxxx.Xx addition, 2006 via Xxxxx File No. 00-00-00000. All other reports all documents subsequently filed by the Company pursuant to Section Sections 13(a) ), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (such as quarterly and periodic reports"Exchange Act") or proxy or information statements filed pursuant prior to Section 14 the termination of the Exchange Act since the end of the fiscal year ending December 31offering, 2005 are also incorporated by reference into this prospectus. We are not incorporating by reference, in any case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been incorporated by reference into this prospectus. You may direct your Your requests to the Company at Annuity Operations and Servicesat, One Cityplace00000 Xxxxx Xxxxxxxxx Xxxxx Xxxx, HartfordXxxxxxxxx, CT XX, 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx xxx.xxxxxxx.xxx. The Company files periodic reports as required under the Exchange Act (including Form 10-K, 10-Q and 8-K). You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -.

INFORMATION INCORPORATED BY REFERENCE. Under the Securities Act of 1933, the Company has filed We are incorporating by reference into this prospectus certain information that we file with the Commission a registration statement (the "Registration Statement") relating SEC, which means that we are disclosing important information to the Contracts offered you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain means that you must look at all of the information SEC filings that we incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been below that we have previously filed with the Commission. It is incorporated by reference into this prospectus. The SEC: • our Annual Report on Form 10-K for the period fiscal year ended December 31, 2005 contains additional information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its 2018; • our Quarterly Report on Form 10-K on Q for the quarter ended March 31, 2006 via Xxxxx File No2019; • our Current Reports on Form 8-K filed with the SEC on January 14, 2019; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015. 00-00-00000Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. All other reports filed We also incorporate by reference all documents we file in the Company future pursuant to Section 13(a) ), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and until the offering of the securities made by this prospectus is terminated. These documents include periodic reports, such as quarterly Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic reports) or proxy or information statements Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Section 14 Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the Exchange Act since the end of the fiscal year ending December 31, 2005 documents that are also incorporated by reference into this prospectus but not delivered with the prospectus. There have been no material changes in the Company's affairs , including exhibits which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been are specifically incorporated by reference into this prospectussuch documents. You may direct your requests request a copy of these filings at no cost, by writing to or telephoning us at the Company at Annuity Operations and Servicesfollowing address: Bio-Path Holdings, One CityplaceInc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, HartfordXxxxx 000 Bellaire, CT 00000-0000. The telephone number is 0-Texas 77401 (000) 000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS 0000 18 UP TO $7,000,000 SHARES OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx COMMON STOCK X.X. Xxxxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -Co.

INFORMATION INCORPORATED BY REFERENCE. Under The Securities and Exchange Commission allows Cytogen to "incorporate by reference" the information Cytogen files with the Securities and Exchange Commission, which means that Cytogen can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that Cytogen files later with the Securities and Exchange Commission will automatically update and supersede this information. Cytogen incorporates by reference the documents listed below and any future filings made by Cytogen with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 19331934, as amended, until the Company has filing of a post-effective amendment to this prospectus which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold: o The description of our common stock contained in each of Exhibit 3.1 to our Form 10-Q Quarterly Report for the quarter ended June 30, 2000 and Exhibit 3 to our Form 10-Q Quarterly Report for the quarter ended June 30, 1996; o The description of our Series C Junior Participating Preferred Stock contained in Exhibit 1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibitson June 24, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company1998; o Cytogen's latest annual report Annual Report on Form 10-K has been filed with the Commission. It is incorporated by reference into this prospectus. The Form 10-K for the period year ended December 31, 2005 contains additional information about 2000 filed with the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K Securities and Exchange Commission on March 3130, 2006 via Xxxxx File No. 00-00-00000. 2001; o All other reports filed by the Company Cytogen pursuant to Section 13(a) or 15(d) of the Securities Exchange Act (such of 1934, as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act amended, since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes 2000; o The description of our common stock contained in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or our Registration Statement on Form 8-K filed by the Company under the Exchange Act. If requestedA; and o The description of our preferred stock contained in our Registration Statement on Form 8-A. Cytogen will provide to any person, the Company will furnishincluding any beneficial owner of its securities, without chargeto whom this Prospectus is delivered, a copy of any and or all of the reports or documents information that have has been incorporated by reference into this prospectus. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited but not delivered with this Prospectus. You may make such requests at no cost to you by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon writing or telephoning Cytogen at the reports of such firm given upon their authority as experts in accounting and auditing. The principal business following address of Deloitte & Touche LLP is Two World Financial Centeror number: Cytogen Corporation 600 College Road East Princeton, New York, New York 10281Xxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx Telephone: (609) 750-14148220 You should rely only on the information incorpxxxxxx xx xxxxrence or provided in this Prospectus or any Prospectus Supplement. The consolidated financial statements and schedules Cytogen has not authorized anyone else to provide you with different information. Cytogen is not making an offer of The Travelers Insurance Company and subsidiaries these securities in any state where the offer is not permitted. You should not assume that the information in this Prospectus or any Prospectus Supplement is accurate as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract any date other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending date on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase front of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -those documents.

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to “incorporate by reference” the Securities Act information we file with them which means that we can disclose important information to you by referring you to those documents instead of 1933, having to repeat the Company has filed with information in this prospectus supplement and the Commission a registration statement (the "Registration Statement") relating to the Contracts offered by this accompanying prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the The information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It is incorporated by reference into is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. The Form 10-K Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the period ended December 31extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 2005 contains additional information about the Company13(c), including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 3114, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (such as quarterly between the date of this prospectus and periodic reports) the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or proxy or information statements filed pursuant to Section 14 Item 7.01 of any current report on Form 8-K: • our Annual Report on Form 10-K for the Exchange Act since the end of the fiscal year ending ended December 31, 2005 are also 2020, filed with the SEC on March 1, 2021; • the information specifically incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10our Annual Report on Form10-K or which have not been described in a for the year ended December 31, 2020, from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2021; • our Quarterly Report on Form 10-Q or filed with the SEC on May 7, 2021; • our Current Report on Form 8-K filed with the SEC on February 3 , February 9, and February 18, 2021; and • the description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on April 19, 2010, including any amendments or reports filed for the purpose of updating such description. These documents may also be accessed on our website xxxxx.xxxxxxx.xxx. Except as otherwise specifically incorporated by reference in this prospectus supplement and the Company under accompanying prospectus, information contained in, or accessible through, our website is not a part of this prospectus supplement and the Exchange Actaccompanying prospectus. If requestedWe will furnish without charge to you, the Company will furnish, without chargeupon written or oral request, a copy of any and or all of the reports or documents that have been incorporated by reference into reference, including exhibits to these documents by writing or telephoning us at the following address: Codexis, Inc. 000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxx, Xxxxxxxxxx 00000 (000) 000-0000 PROSPECTUS CODEXIS, INC. Common Stock, Preferred Stock, Debt Securities, Warrants, Purchase Contracts, Units We may offer and sell the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may direct your requests to offer and sell the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the organization sale of any of the Companysecurities, its authority to issue such Contracts under Connecticut law their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the validity applicable prospectus supplement describing the method and terms of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports offering of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -securities.

INFORMATION INCORPORATED BY REFERENCE. Under We file annual, quarterly and other reports, proxy statements and other information with the Securities Act SEC. The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of 1933this prospectus supplement, the Company has and later information filed with the Commission a registration statement (SEC will update and supersede this information. We incorporate by reference the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been documents listed below that we have previously filed with the Commission. It SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference into this prospectus. The herein: ● our Annual Report on Form 10-K for the period year ended December 31, 2005 contains additional information about 2020 as filed with the CompanySEC on February 11, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its 2021; ● our Current Reports on Form 108-K as filed with the SEC on March 31January 14, 2006 via Xxxxx File No2021, January 19, 2021, January 20, 2021, and January 22, 2021; and ● the description of our common stock contained in the registration statement on Form 8-A as filed with the SEC on February 28, 2005. 00-00-00000. All other reports filed We also incorporate by reference into this prospectus supplement additional documents that we may file with the Company pursuant to Section SEC under Sections 13(a) ), 13(c), 14 or 15(d) of the Exchange Act (such as quarterly and periodic reports) prior to the completion or proxy or information statements filed pursuant to Section 14 termination of the Exchange Act since offering, including all such documents we may file with the end SEC after the date of the fiscal year ending December 31initial registration statement and prior to the effectiveness of the registration statement, 2005 are also but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. 12 This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. There You should rely only on the information incorporated by reference or provided in this prospectus. We have been no material changes not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the Company's affairs which have occurred since date of this prospectus or the end date of the latest fiscal year for which audited consolidated financial statements were included documents incorporated by reference in this prospectus. We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without chargerequester, a copy of any and all of the reports or documents information that have been is incorporated by reference into in this prospectus. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus supplement. You may direct your requests request a copy of these filings, at no cost to the Company you, by telephoning us at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-(000) 000-000-0000. 0000 or by writing us at the following address: Inuvo, Inc. 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx 000 Little Rock, Arkansas 72201 Attention: Investor Relations You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon prospectus supplement on the reports of such firm given upon their authority as experts in accounting and auditingSEC’s website xxxxx.xxx.xxx or through our website at xxx.xxxxx.xxx. The principal business address of Deloitte & Touche LLP reference to our website is Two World Financial Centeran inactive textual reference only and, New Yorkexcept for the specific incorporated documents listed above, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years no information available on or through our website shall be deemed to be incorporated in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contractthis prospectus supplement, the distribution accompanying prospectus or the registration statement of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax ruleswhich it forms a part. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY 13 UP TO $35,000,000 OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -SHARES OF COMMON STOCK PROSPECTUS SUPPLEMENT

INFORMATION INCORPORATED BY REFERENCE. Under The Commission allows us to “incorporate by reference” into this prospectus the Securities Act information we file with them. The information we incorporate by reference into this prospectus is an important part of 1933, the Company has this prospectus. Any statement in a document we have filed with the Commission a registration statement (the "Registration Statement") relating prior to the Contracts offered by date of this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It which is incorporated by reference into this prospectusprospectus will be considered to be modified or superseded to the extent a statement contained in the prospectus or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement. The modified or superseded statement will not be considered to be a part of this prospectus, except as modified or superseded. We incorporate by reference into this prospectus the information contained in the following documents, which is considered to be a part of this prospectus: ● our Annual Report on Form 10-K for the period year ended December 31, 2005 contains additional information about the Company2020, including audited consolidated financial statements filed on March 26, 2021; ● our Quarterly Report on Form 10-Q for the Company's latest fiscal year. The Company quarter ended March 31, 2021, filed its on May 17, 2021; ● the Current Reports on Form 8-K filed with the Commission on March 26, 2021 and June 3, 2021; ● the description of our common stock as set forth in our registration statement filed on Form 8-A under the Exchange Act on May 8, 1984, as amended by: ● the description of our common stock as set forth in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 3126, 2006 via Xxxxx File No2021; and ● the description of our Series 1 Preferred as set forth in the Current Report on Form 8-K filed with the Commission on March 9, 2020. 00-00-00000. All other reports filed We also incorporate by reference all additional documents that we file with the Company Commission pursuant to Section 13(a) ), 13(c), 14 or 15(d) of the Exchange Act (such as quarterly that are filed after the date of the initial registration statement and periodic reports) prior to the effectiveness of the registration statement or proxy or information statements that are filed after the effective date of the registration statement of which this prospectus is a part and prior to the termination of the offering of securities offered pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes We are not, however, incorporating in each case, any documents or information that we are deemed to “furnish” and not file in accordance with the Company's affairs which have occurred since the end Commission rules. You may obtain a copy of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnishthese filings, without charge, by writing or calling us at: Cadiz Inc. 000 Xxxxx Xxxx Xxxxxx Suite 2850 Los Angeles, California 90071 Attention: Investor Relations (000) 000-0000 No dealer, salesperson, or other person has been authorized to give any information or to make any representation not contained in this prospectus, and, if given or made, such information and representation should not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a copy solicitation of an offer to buy any and all of the reports securities offered by this prospectus in any jurisdiction or documents to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that have there has been incorporated by reference into this prospectus. You may direct your requests to no change in the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described facts set forth in this prospectus and or in our affairs since the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -hereof.

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to incorporate by reference the Securities Act information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of 1933this prospectus supplement, the Company has and later information filed with the Commission a registration statement (SEC will update and supersede this information. We incorporate by reference the "Registration Statement") relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been documents listed below that we have previously filed with the Commission. It SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference into this prospectus. The herein: ● our Annual Report on Form 10-K for the period year ended December 31, 2005 contains additional information about 2020 as filed with the CompanySEC on February 11, including audited consolidated financial statements 2021, and amended on March 10, 2021; ● our Quarterly Report on Form 10-Q for the Company's latest fiscal year. The Company quarters ended March 31, 2021 (as filed its on May 13, 2021); ● our Current Reports on Form 8-K filed on January 14, 2021, January 19, 2021, January 20, 2021, January 22, 2021, March 1, 2021, May 24, 2021, and May 28, 2021; and ● the description of our common stock contained in the registration statement on Form 8-A as filed with the SEC on February 28, 2005,as updated by Exhibit 4.1 to our Form 10-K for the year ended 2020, filed with the SEC on February 11, 2021, and amended on March 3110, 2006 via Xxxxx File No2021. 00-00-00000. All other reports filed We also incorporate by reference into this prospectus supplement additional documents that we may file with the Company pursuant to Section SEC under Sections 13(a) ), 13(c), 14 or 15(d) of the Exchange Act (such as quarterly and periodic reports) prior to the completion or proxy or information statements filed pursuant to Section 14 termination of the Exchange Act since offering, including all such documents we may file with the end SEC after the date of the fiscal year ending December 31initial registration statement and prior to the effectiveness of the registration statement, 2005 are also but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectusprospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. There have been no material changes This prospectus supplement may contain information that updates, modifies or is contrary to information in the Company's affairs which have occurred since the end one or more of the latest fiscal year for which audited consolidated financial statements were included documents incorporated by reference in this prospectus supplement. You should rely only on the latest Form 10-K information incorporated by reference or which provided in this prospectus supplement. We have not been described authorized anyone else to provide you with different information. You should not assume that the information in a Form 10-Q this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or Form 8-K filed the date of the documents incorporated by reference in this prospectus supplement. We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon written or oral request, at no cost to the Company under the Exchange Act. If requested, the Company will furnish, without chargerequester, a copy of any and all of the reports or documents information that have been is incorporated by reference into in this prospectusprospectus supplement. You may direct your requests request a copy of these filings, at no cost to the Company you, by telephoning us at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-(000) 000-000-0000. 0000 or by writing us at the following address: Inuvo, Inc. 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx 000 Little Rock, Arkansas 72201 Attention: Investor Relations You may also access the documents incorporated reports by reference in this prospectus supplement through our website at xxx.xxxxx.xxx. The reference to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus supplement, the accompanying prospectus or the registration statement of which it forms a part. S-13 PROSPECTUS $75,000,000 Inuvo, Inc. COMMON STOCK PREFERRED STOCK WARRANTS UNITS We may offer and other documents at xxx.xxxxxxx.xxx You sell up to $75,000,000 in the aggregate of any combination of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and copy the applicable prospectus supplement and any materials that related free writing prospectus before you invest in any of our securities. We may offer and sell the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the organization sale of any of the Companysecurities, its authority to issue such Contracts under Connecticut law their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the validity applicable prospectus supplement describing the method and terms of the forms offering of such securities. Our common stock is listed on the Contracts NYSE American LLC under Connecticut law have been passed the symbol “INUV.” The last reported sale price of our common stock on February 10, 2021 was $1.84 per share. The aggregate market value of our outstanding common stock held by legal counsel for non-affiliates is $197,790,564.48 based on 118,513,403 shares of common stock outstanding, of which 107,494,872 shares are held by non-affiliates, and a per share value of $1.84 based on the Companyclosing price of our common stock on the NYSE American on February 10, 2021. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements Investing in our securities involves various risks. See the “Risk Factors” section of The Travelers Insurance Company (our filings with the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of incomethese securities, stockholder's equityor passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus is March 15, and cash flows for 2021 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 3 AVAILABLE INFORMATION 3 OUR COMPANY 4 RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 5 USE OF PROCEEDS 5 DIVIDEND POLICY 5 DESCRIPTION OF CAPITAL STOCK 6 DESCRIPTION OF WARRANTS 7 DESCRIPTION OF UNITS 8 LEGAL OWNERSHIP OF SECURITIES 8 PLAN OF DISTRIBUTION 11 LEGAL MATTERS 12 EXPERTS 12 INFORMATION INCORPORATED BY REFERENCE 12 You should rely only on the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) information we have provided or incorporated by reference in this Prospectus prospectus or in any prospectus supplement. We have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been not authorized anyone to provide you with information different from that contained or incorporated by reference herein in reliance upon this prospectus or in any prospectus supplement. This prospectus and any prospectus supplement is an offer to sell only the reports securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus and in any prospectus supplement is accurate only as of KPMG LLP, independent registered public accounting firm, also their respective dates and that any information we have incorporated by reference hereinis accurate only as of the date of the document incorporated by reference, and upon regardless of the authority time of said firm as experts in accounting and auditingdelivery of this prospectus or any prospective supplement or any sale of securities. The audit reports covering The Travelers Insurance Company registration statement, including the exhibits and subsidiaries refer the documents incorporated herein by reference, can be read on the website of the Securities and Exchange Commission, or “SEC,” or on our corporate website at xxx.xxxxx.xxx as set forth in this prospectus under the heading “Available Information.” ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registration, or continuous offering, process. Under the shelf registration process, we may issue and sell any combination of the securities described in this prospectus in one or more offerings with a maximum offering price of up to changes $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain certain specific information about the terms of that offering, including a description of any risks related to the offering, if those terms and risks are not described in this prospectus. A prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003prospectus supplement. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance The registration statement we filed with the requirements of SEC includes exhibits that provide more details on the federal income tax rulesmatters discussed in this prospectus. Assuming continued Plan qualification You should read this prospectus and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded related exhibits filed with the SEC and the accompanying prospectus supplement together with additional information described under the headings “Available Information” and “Information Incorporated by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral Reference” before investing in any of the Contractsecurities offered. In additionTHIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT Neither we, because required minimum distributions must generally begin for annuitants after age 70 1/2nor any agent, trustees underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should consider whether not assume that the Contract may not be an appropriate purchase for annuitants approaching information contained in this prospectus, any applicable prospectus supplement or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued any related free writing prospectus is accurate on any date subsequent to the applicant. While certificates may date set forth on the front of the document or may not be issued, each Purchase Payment that any information we have incorporated by reference is confirmed correct on any date subsequent to the contract owner. Surrenders under the Group Annuity Contract may be made at the election date of the contract ownerdocument incorporated by reference, from the Account established under the Contracteven though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken This prospectus contains summaries of certain provisions contained in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death some of the Annuitant depending on the option chosen (see "Annuity Options"). Additionallydocuments described herein, since there might not be Annuitants prior but reference is made to the actual purchase documents for complete information. All of an Annuity the summaries are qualified in their entirety by the contract owneractual documents. Copies of some of the documents referred to herein have been filed, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded filed or will be incorporated by reference as exhibits to the appropriate Texas institution. We registration statement of which this prospectus is a part, and you may change these restrictions or add others without your consent to obtain copies of those documents as described below under the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -section entitled “Available Information.”

INFORMATION INCORPORATED BY REFERENCE. Under We are incorporating by reference into this prospectus supplement and the Securities Act accompanying prospectus certain information that we file with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of 1933this prospectus supplement and the accompanying prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in this prospectus supplement, the Company has accompanying prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference the documents set forth below that we have previously filed with the Commission a registration statement (SEC: • our Annual Report on Form 10-K for the "Registration Statement") fiscal year ended December 31, 2019; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; • our Definitive Proxy Statement on Schedule 14A relating to our 2019 Annual Meeting of Stockholders, filed November 1, 2019; • our Current Reports on Form 8-K filed with the Contracts offered SEC on March 10, 2020 and July 6, 2020; and • the description of our common stock contained in Exhibit 4.17 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we subsequently file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement until the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus supplement and accompanying prospectus are delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus but not delivered with the prospectus supplement and accompanying prospectus, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings at no cost, by writing to or telephoning us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 PROSPECTUS $125,000,000 COMMON STOCK PREFERRED STOCK WARRANTS UNITS We may from time to time offer and sell up to $125,000,000 of common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination of the foregoing, either individually or in units, at prices and on terms described in one or more supplements to this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides the general terms of the securities we may offer and the general manner in which these securities will be offered. Each time we offer to sell securities, we will provide specific terms related to such offers in a supplement to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. Before you invest, you should carefully read this prospectus and the applicable prospectus supplement, as well the documents incorporated by referenced in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BPTH.” On May 14, 2019, the last reported sales price per share of our common stock on the Nasdaq Capital Market was $18.00. We will sell these securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents, dealers or underwriters are involved in the sale of these securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable fees, commissions or discounts. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a supplement to this prospectus. Investing in our securities involves a high degree of risk. Before making an investment decision, you should review carefully and consider all of the information set forth in this prospectus, the applicable prospectus supplement and the documents incorporated by reference in this prospectus and applicable prospectus supplement. See “Risk Factors” on page 4 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has been filed as approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 5, 2019 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 USE OF PROCEEDS 6 RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF CAPITAL STOCK 7 LEGAL OWNERSHIP OF SECURITIES 13 DESCRIPTION OF UNITS 12 LEGAL MATTERS 18 PLAN OF DISTRIBUTION 16 WHERE YOU CAN FIND MORE INFORMATION 18 EXPERTS 18 INFORMATION INCORPORATED BY REFERENCE 18 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Registration Statement Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration statement process, we may from time to time sell common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination of the foregoing, either individually or in units, in one or more offerings up to an offering amount of $125,000,000. This prospectus provides you with a general description of the securities we may offer and the general manner in which these securities will be offered. Each time we offer securities hereunder, we will provide specific terms related to such offering in a supplement to this prospectus. The prospectus supplements may add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus and the applicable prospectus supplement, together with the information incorporated herein by reference as described under the sections titled “Where You Can Find More Information” and “Information Incorporated by Reference” below. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information contained in that prospectus supplement. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. You should rely only on the information we have provided or incorporated by reference in this prospectus and the applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or the applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus or any applicable supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus or any applicable supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should assume that the information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” Unless the context requires otherwise, references in this prospectus to “we,” “our,” “us,” “the Company” and “Bio-Path” refer to Bio-Path Holdings, Inc. and its wholly-owned subsidiary. Bio-Path Holdings, Inc.’s wholly-owned subsidiary, Bio-Path, Inc., is sometimes referred to herein as “Bio-Path Subsidiary.” PROSPECTUS SUMMARY This prospectus summary highlights selected information contained elsewhere in this prospectus or in documents incorporated by reference. This summary does not contain all of the information set forth in that you should consider before making an investment decision. You should carefully read the Registration Statement entire prospectus, the applicable prospectus supplement, including under the section titled “Risk Factors” and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It is documents incorporated by reference into this prospectus, before making an investment decision. The Form 10Our Company We are a clinical and preclinical stage oncology focused RNAi nanoparticle drug development company utilizing a novel technology that achieves systemic delivery for target specific protein inhibition for any gene product that is over-K expressed in disease. Our drug delivery and antisense technology, called DNAbilize®, is a platform that uses P-ethoxy, which is a deoxyribonucleic acid (DNA) backbone modification that is intended to protect the DNA from destruction by the body’s enzymes when circulating in vivo, incorporated inside of a neutral charged lipid bilayer. We believe this combination allows for high efficiency loading of antisense DNA into non-toxic, cell-membrane-like structures for delivery of the period ended December 31antisense drug substance into cells. In vivo, 2005 contains additional information about the DNAbilize® delivered antisense drug substances are systemically distributed throughout the body to allow for reduction or elimination of target proteins in blood diseases and solid tumors. Through testing in numerous animal studies and treatment in over 70 patients, the Company, including audited consolidated financial statements for the Company's latest fiscal year’s DNAbilize® drug candidates have demonstrated an excellent safety profile. The Company filed its Form 10-K on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (such as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in DNAbilize® is a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been incorporated by reference into this prospectus. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization registered trademark of the Company. Using DNAbilize® as a platform for drug development and manufacturing, its authority we currently have three antisense drug candidates in development to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Companytreat at least five different cancer disease indications. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company Our lead drug candidate, prexigebersen (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSORpronounced prex” i je ber’ sen), and June 30, 2005 is in the efficacy portion of a Phase 2 clinical trial for acute myeloid leukemia (PREDECESSORAML) in combination with low-dose cytarabine (LDAC) and the consolidated financial statement schedules as of December 31in combination with decitabine. On March 6, 2005 (SUCCESSOR)2019, we announced intended amendments to this Phase 2 clinical trial to, among other things, add prexigebersen in combination with decitabine for myelodysplastic syndrome and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference close prexigebersen in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance combination with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the ContractLDAC. In addition, because required minimum distributions must generally begin preclinical efficacy studies are underway for annuitants triple combination prexigebersen, decitabine and Venclexta in AML. Prexigebersen is also being studied in the safety portion of a Phase 2a clinical trial for chronic myeloid leukemia in combination with dasatinib. Prexigebersen was shown to enhance chemotherapy efficacy in preclinical solid tumor models, such as ovarian cancer, and we intend to file an Investigational New Drug (IND) application for prexigebersen in solid tumors in 2019. Our second drug candidate, Liposomal Bcl-2 (“BP1002”), targets the protein Bcl-2, which is responsible for driving cell survival in up to 60% of all cancers. We are currently preparing an IND application for BP1002 after age 70 1/2completing additional IND enabling studies. We intend to initiate a Phase 1 clinical trial of BP1002 in refractory/relapsed lymphoma and chronic lymphocytic leukemia patients once we receive approval from the U.S. Food and Drug Administration (FDA). Our third drug candidate, trustees should consider whether Liposomal Stat3 (“BP1003”), targets the Stat3 protein and is currently in preclinical development as a potential treatment of pancreatic cancer, non-small cell lung cancer (NSCLC) and AML. Preclinical models have shown BP1003 to inhibit cell viability and STAT3 protein expression in NSCLC and AML cell lines. Further, BP1003 successfully penetrated pancreatic tumors and significantly enhanced the efficacy of gemcitabine, a treatment for patients with advanced pancreatic cancer, in a pancreatic patient derived tumor model. Our lead indication for BP1003 is pancreatic cancer due to the severity of this disease and the lack of effective, life-extending treatments. We intend to complete IND enabling studies of BP1003 in 2019 and to file an IND application for a Phase 1 clinical trial of BP1003 for the treatment of solid tumors, including pancreatic cancer in 2020. Our DNAbilize® technology-based products are available for out-licensing or partnering. We intend to apply our drug delivery technology template to new disease-causing protein targets as a means to develop new nanoparticle antisense RNAi drug candidates. We have a new product identification template in place to define a process of scientific, preclinical, commercial and intellectual property evaluation of potential new drug candidates for inclusion into our drug product development pipeline. As we expand, we will look at indications where a systemic delivery is needed and antisense RNAi nanoparticles can be used to slow, reverse or cure a disease, either alone or in combination with another drug. On July 19, 2017, we announced that the Contract United States Patent and Trademark Office issued a notice of allowance for claims related to DNAbilize®, including its use in the treatment of cancers, autoimmune diseases and infectious diseases. We have certain intellectual property as the basis for our current drug products in clinical development, specifically prexigebersen, BP1002 and BP1003. We are developing RNAi antisense nanoparticle drug candidates based on our own patented technology to treat cancer and autoimmune disorders where targeting a single protein may not be an appropriate purchase for annuitants approaching or over age 70 1/2advantageous and result in reduced patient adverse effects as compared to small molecule inhibitors with off-target and non-specific effects. To apply for this Contract, the trustee or other applicant must complete an application or purchase order We have composition of matter and method of use intellectual property for the Group Annuity Contract design and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election manufacture of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -antisense RNAi nanoparticle drug products.

INFORMATION INCORPORATED BY REFERENCE. Under We have elected to incorporate certain information by reference into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to other documents we have filed or will file with the Securities SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of 1933this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: • Our Annual Report on Form 10-K for the Company has fiscal year December 31, 2021 filed with the SEC on March 31, 2022; • Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC onMay 16, 2022; • Our Current Report on Form 8-K filed with the SEC on March 8, 2022, as amended on March 21, 2022; and • The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on October 29, 2020 (File No. 001-39676), together with any amendment thereto filed with the Commission for the purpose of updating such description. You may obtain copies of these documents on the website maintained by the SEC athttp://xxx.xxx.xxx, or from us without charge (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents) by writing us at Inhibikase Therapeutics, Inc., 0000 Xxxxxxxxx Xxxxxxx XX, Xxxxx 0000, Xxxxxxx, XX 00000 or visiting our website at xxxx://xxx.xxxxxxxxxx.xxx. Any statement contained in a registration document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement (contained herein, any prospectus supplement or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. PROSPECTUS $100,000,000 INHIBIKASE THERAPEUTICS, INC. Common Stock Preferred Stock Debt Securities Warrants Rights Units We may offer and sell, from time to time in one or more offerings, up to $100,000,000.00 of our common stock, preferred stock, debt securities, warrants and rights, or any combination of these securities, and/or units consisting of one or more of these securities. We may also offer common stock or preferred stock upon conversion of debt securities and common stock upon conversion of preferred stock. All of the "Registration Statement") securities listed above may be sold separately or as units with other securities. This prospectus describes some of the general terms that may apply to these securities. When we decide to sell a particular class or series of securities, we will provide specific terms of the offered securities in one or more prospectus supplements. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement, and any documents incorporated by reference, may also add, update or change information contained in or incorporated by reference into this prospectus. However, no prospectus supplement shall offer a security that is not registered and described in this prospectus at the time of its effectiveness. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, and any free writing prospectus carefully before you invest. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the Contracts offered securities. Our common stock is listed on The Nasdaq Capital Market under the symbol “IKT.” Each prospectus supplement will contain information, where applicable, as to our listing on any securities exchange of the securities covered by the prospectus supplement. The aggregate market value of our outstanding common stock held by non-affiliates was $26,753,591 based on 25,177,051 shares of outstanding common stock, of which 5,359,576 shares are held by affiliates, and a price of $1.35 per share, which was the last reported sale price of our common stock as quoted on The Nasdaq Capital Market on January 26, 2022. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding more than one-third of our public float (the market value of our common stock held by our non-affiliates) in any 12 calendar month period so long as our public float remains below $75.0 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus. As of January 26, 2022, one-third of our public float is equal to approximately $8,900,000. These securities may be sold by us directly to purchasers, through dealers or agents, or to or through underwriters, or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement. An investment in our securities involves a high degree of risk. See the sections entitled “ Risk Factors” in our most recent Annual Report on Form 10-K, in any Quarterly Report on Form 10-Q and in any Current Report on Form 8-K, as well as in any prospectus supplement or free writing prospectus related to these specific offerings. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required or related free writing prospectuses. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is February 11, 2022 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 THE OFFERING 3 OUR COMPANY 4 RISK FACTORS 6 FORWARD-LOOKING STATEMENTS 7 USE OF PROCEEDS 10 DIVIDEND POLICY 11 DESCRIPTIONS OF THE SECURITIES WE MAY OFFER 12 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 34 EXPERTS 34 WHERE YOU CAN FIND MORE INFORMATION 34 INFORMATION INCORPORATED BY REFERENCE 34 ABOUT THIS PROSPECTUS This prospectus has been filed as a is part of a Registration Statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer from time to time securities described in this prospectus having a maximum aggregate offering price of $100,000,000.00 in one or more offerings. Each time we offer securities, we will prepare and file with the SEC a prospectus supplement or information that is incorporated by reference into this prospectus that describes the specific amounts, prices and terms of the securities we offer. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings and securities. The prospectus supplement also may add, update or change information contained in this prospectus or the documents incorporated herein by reference. You should read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus together with additional information described below under the caption “Where You Can Find More Information.” This prospectus does not contain all the information provided in the Registration Statement we filed with the SEC. For further information about us or our securities offered hereby, you should refer to that Registration Statement, which you can obtain from the SEC as described below under “Where You Can Find More Information.” You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any related free writing 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 on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement, any related free writing prospectus as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. We may sell securities through underwriters or dealers, through agents, directly to purchasers or through any combination of these methods. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will prepare and file with the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.” In this prospectus, unless otherwise indicated, the “Registrant,” “our company,” “we,” “us” or “our” refer to Inhibikase Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. PROSPECTUS SUMMARY This prospectus summary highlights certain information about our company and other information contained elsewhere in this prospectus or in documents incorporated by reference. This summary does not contain all of the information set forth in that you should consider before making an investment decision. You should carefully read the Registration Statement entire prospectus, any prospectus supplement, including the section entitled “Risk Factors” and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It is documents incorporated by reference into this prospectus. The Form 10-K for the period ended December 31, 2005 contains additional information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (such as quarterly and periodic reports) or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year ending December 31, 2005 are also incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or documents that have been incorporated by reference into this prospectus. You may direct your requests to the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains before making an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -decision.

INFORMATION INCORPORATED BY REFERENCE. Under This prospectus supplement and the Securities Act accompanying prospectus are part of 1933, the Company has a registration statement that we have filed with the Commission a registration statement (the "Registration Statement") relating SEC. The SEC allows us to the Contracts offered “incorporate by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of reference” the information set forth in the Registration Statement and the exhibitsthat we file with it, and reference is hereby made which means that we can disclose important information to such Registration Statement and exhibits for further information relating you by referring you to the Company and the Contractsthose documents. The Company's latest annual report on Form 10-K has been filed with the Commission. It is information incorporated by reference into is considered to be part of this prospectusprospectus supplement and the accompanying prospectus from the date we file that document. The Form 10-K for the period ended December 31, 2005 contains additional information about the Company, including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 31, 2006 via Xxxxx File No. 00-00-00000. All other reports Any documents filed by the Company pursuant to Section us under Sections 13(a) ), 13(c), 14 or 15(d) of the Exchange Act with the SEC (such including those portions of our Definitive Proxy Statement on Schedule 14A, as quarterly filed with the SEC, specifically incorporated by reference in our Annual Report on Form 10-K or amendments thereto); after the date of this prospectus supplement and periodic reports) before the date that the offering of shares by means of this prospectus supplement and accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained or proxy incorporated by reference in this prospectus supplement and accompanying prospectus. We incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents or information statements filed pursuant with the SEC (other than, in each case, documents or information deemed to Section 14 of have been furnished and not filed in accordance with SEC rules): · Our Annual Report on Form 10-K for the Exchange Act since the end of the fiscal year ending ended December 31, 2005 2020 filed with the SEC on March 8, 2021, as amended by Amendment No. 1 to our Annual Report on Form 10-K, as filed with the SEC on March 29, 2021 (including those portions of our Definitive Proxy Statement on Schedule 14A, as filed with the SEC, specifically incorporated by reference in our Annual Report on Form 10-K or amendments thereto); · Our Current Reports on Form 8-K filed with the SEC on February 9, 2021, February 12, 2021, March 9, 2021 and March 24, 2021; and · the description of our capital stock contained in our Information Statement, filed as Exhibit 99.1 to Amendment No. 4 to our Registration Statement on Form 10 (File No. 001-36876), filed on June 9, 2015, including any amendment or report filed for the purpose of updating such description. We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying prospectus are also delivered, upon his or her written or oral request, a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement and the accompanying prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. If requested, the Company will furnish, without charge, a copy of any and all of the reports or excluding exhibits to those documents that have been unless they are specifically incorporated by reference into this prospectusthose documents. You may direct your requests request those documents from us by contacting us at the following address: Xxxxxxx & Xxxxxx Enterprises, Inc. Attention: Corporate Secretary 0000 Xxxx Xxxxxx Xxxxxx Suite 650 Akron, OH 44305 (000) 000-0000 WHERE YOU CAN FIND MORE INFORMATION We are currently subject to the Company information requirements of the Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public from the SEC’s website at Annuity Operations xxx.xxx.xxx. In addition, our common stock is listed on the NYSE, and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated our reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC information can be inspected at the SEC's Public Reference Room at 000 X offices of the NYSE, 00 Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, XX Xxx Xxxx 00000. We maintain a website at xxx.xxxxxxx.xxx. The public may obtain information on the operation our website is not part of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of the Company, its authority to issue such Contracts under Connecticut law and the validity of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) or incorporated by reference in this prospectus supplement or the accompanying prospectus. Prospectus have been audited Xxxxxxx & Xxxxxx Enterprises, Inc. $150,000,000 Debt Securities We may offer and sell from time to time our debt securities in one or more offerings with an aggregate initial offering price of $150,000,000 or the equivalent amount in other currencies or currency units. We will provide the specific terms of the securities to be offered in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing hereina prospectus supplement describing the method and terms of the offering of those securities. We may sell securities directly or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters or agents that are included in reliance upon a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement. Our common stock is listed on the reports New York Stock Exchange under the symbol “BW” and our 8.125% senior notes due 2026 are listed under the New York Stock Exchange under the symbol “BWSN”. None of such firm given upon their authority as experts the other securities that we may offer under this prospectus are currently publicly traded. On March 8, 2021, the closing price of our common stock was $6.76 per share and the closing price of our 8.125% senior notes due 2026 was $25.64 per Note. Investing in accounting any of our securities involves risk. Please read carefully the section entitled “Risk Factors” beginning on page 4 of this prospectus. Neither the Securities and auditingExchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The principal business address date of Deloitte & Touche LLP this prospectus is Two World Financial Center, New York2021. Table of Contents Page About This Prospectus 1 Where You Can Find More Information 1 Information We Incorporate By Reference 1 Prospectus Summary 3 Risk Factors 4 Disclosure Regarding Forward-Looking Statements 4 Use of Proceeds 5 Description of Capital Stock 6 Description of Debt Securities 11 Plan of Distribution 20 Legal Matters 23 Experts 23 About This Prospectus This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, New York 10281-1414or the SEC, using a “shelf” registration process. Under this shelf process, we may from time to time sell the securities described in this prospectus in one or more offerings up to an aggregate initial offering price of $150,000,000 or the equivalent amount in other currencies or currency units. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. For a more complete understanding of the offering of the securities, you should refer to the registration statement of which this prospectus forms a part, including its exhibits. The consolidated financial statements prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and schedules of The Travelers Insurance Company any prospectus supplement together with the additional information referenced under the headings “Where You Can Find More Information” and subsidiaries as of December 31, 2004 and for each of “Information We Incorporate By Reference.” We have not authorized anyone to provide you with different information from the years in the two-year period ended December 31, 2004, have been information contained or incorporated by reference herein in reliance upon this prospectus and in any prospectus supplement or free writing prospectus that we may provide you. You should not assume that the reports of KPMG LLPinformation contained in this prospectus, independent registered public accounting firmany prospectus supplement, also any document incorporated by reference hereinor any free writing prospectus is accurate as of any date, and upon other than the authority date mentioned on the cover page of said firm as experts these documents. We are not making offers to sell the securities in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes any jurisdiction in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such which an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan offer or solicitation is not funded by this Contract. Trustees therefore should consider features of authorized or in which the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may person making such offer or solicitation is not be an appropriate purchase for annuitants approaching qualified to do so or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment anyone to whom it is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us unlawful to make withdrawals on your behalf only if you diean offer or solicitation. Unless we otherwise state or the context otherwise indicates, retire all references in this prospectus to “B&W,” the “Company,” “us,” “our,” or terminate employment in all Texas institutions of higher education“we” or similar references, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Alsomean Xxxxxxx & Xxxxxx Enterprises, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -Inc.

INFORMATION INCORPORATED BY REFERENCE. Under The SEC allows us to “incorporate by reference” the Securities Act information we file with them which means that we can disclose important information to you by referring you to those documents instead of 1933, having to repeat the Company has filed with information in this prospectus supplement and the Commission a registration statement (the "Registration Statement") relating to the Contracts offered by this accompanying prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the The information set forth in the Registration Statement and the exhibits, and reference is hereby made to such Registration Statement and exhibits for further information relating to the Company and the Contracts. The Company's latest annual report on Form 10-K has been filed with the Commission. It is incorporated by reference into is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. The Form 10-K Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the period ended December 31extent that a statement contained in this prospectus modifies or replaces that statement. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 2005 contains additional information about the Company13(c), including audited consolidated financial statements for the Company's latest fiscal year. The Company filed its Form 10-K on March 3114, 2006 via Xxxxx File No. 00-00-00000. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (such as quarterly between the date of this prospectus and periodic reports) the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or proxy or information statements filed pursuant to Section 14 Item 7.01 of any current report on Form 8-K: ∎ our Annual Report on F orm 10-K for the Exchange Act since the end of the fiscal year ending ended December 31, 2005 are also 2019, filed with the SEC on February 27, 2020; ∎ the information specifically incorporated by reference into this prospectus. There have been no material changes in the Company's affairs which have occurred since the end of the latest fiscal year for which audited consolidated financial statements were included in the latest Form our Annual Report on F orm 10-K or which have not been described in a Form 10-Q or Form for the year ended December 31, 2018, from our Definitive Proxy Statement on S chedule 14A, filed with the SEC on April 26, 2019; ∎ our Current Report on F orm 8-K filed with the SEC on February 20, 2020; and ∎ the description of our common stock contained in our registration statement on F orm 8-A filed with the SEC on October 6, 2015, including any amendments or reports filed with the SEC for the purposes of updating this description. These documents may also be accessed on our website at xxx.xxxxxx.xxx. Except as otherwise specifically incorporated by reference in this prospectus supplement and the Company under accompanying prospectus, information contained in, or accessible through, our website is not a part of this prospectus supplement and the Exchange Actaccompanying prospectus. If requestedWe will furnish without charge to you, the Company will furnish, without chargeupon written or oral request, a copy of any and or all of the reports or documents that have been incorporated by reference into reference, including exhibits to these documents by writing or telephoning us at the following address: CytomX Therapeutics, Inc. 000 Xxxxxx Xxxxx Xxxx., Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (650) 515-3185 Attention: General Counsel PROSPECTUS $250,000,000 Common Stock, Preferred Stock, Debt Securities, Warrants, Purchase Contracts, Units We may offer and sell up to $250,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectusprospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may direct your requests to offer and sell the Company at Annuity Operations and Services, One Cityplace, Hartford, CT 00000-0000. The telephone number is 0-000-000-0000. You may also access the incorporated reports and other documents at xxx.xxxxxxx.xxx You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (xxxx://xxx.xxx.xxx). EXPERTS - Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the organization sale of any of the Companysecurities, its authority to issue such Contracts under Connecticut law their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the validity applicable prospectus supplement describing the method and terms of the forms of the Contracts under Connecticut law have been passed on by legal counsel for the Company. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS The consolidated financial statements of The Travelers Insurance Company (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the acquisition of the Company by MetLife Inc. on July 1, 2005 and the application of the purchase method of accounting to the assets 27 and liabilities of the Company as required by the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., PUSH DOWN BASIS OF ACCOUNTING REQUIRED IN CERTAIN LIMITED CIRCUMSTANCES and such assets and liabilities were measured at their fair values as of the acquisition date in conformity with Statement of Financial Accounting Standards No.141, BUSINESS COMBINATIONS) as of December 31, 2005 and the related consolidated statements of income, stockholder's equity, and cash flows for the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) incorporated by reference in this Prospectus have been audited by Xxxxxxxx & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein, and are included in reliance upon the reports offering of such firm given upon their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is Two World Financial Center, New York, New York 10281-1414. The consolidated financial statements and schedules of The Travelers Insurance Company and subsidiaries as of December 31, 2004 and for each of the years in the two-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering The Travelers Insurance Company and subsidiaries refer to changes in the Company's methods of accounting for certain nontraditional long-duration contracts and for separate accounts in 2004 and for variable interest entities in 2003. APPENDIX A - Plans eligible to purchase the Contract are pension and profit sharing plans qualified under ss.401 (a) of the Internal Revenue Code, Section 403 (b) ERISA plans, and eligible state deferred compensation plans under ss.457 of the Code ("Qualified Plans"). Trustees should consider whether the Plan permits the investment of Plan assets in the Contract, the distribution of such an annuity and payment of death benefits in accordance with the requirements of the federal income tax rules. Assuming continued Plan qualification and operation, earnings on Plan assets will accumulate value on a tax-deferred basis even if the Plan is not funded by this Contract. Trustees therefore should consider features of the Contract other than tax-deferral before investing in the Contract. In addition, because required minimum distributions must generally begin for annuitants after age 70 1/2, trustees should consider whether that the Contract may not be an appropriate purchase for annuitants approaching or over age 70 1/2. To apply for this Contract, the trustee or other applicant must complete an application or purchase order for the Group Annuity Contract and make a Purchase Payment. A Group Annuity Contract will then be issued to the applicant. While certificates may or may not be issued, each Purchase Payment is confirmed to the contract owner. Surrenders under the Group Annuity Contract may be made at the election of the contract owner, from the Account established under the Contract. Account surrenders are subject to the same limitations, adjustments and charges as surrenders made under a certificate (see "Surrenders"). Cash Surrender Values may be taken in cash or applied to purchase annuities for the Contract Owners' Qualified Plan participants. Because there might not be individual participant accounts, the qualified Group Annuity Contract issued in connection with a Qualified Plan may not provide for death benefits. Annuities purchased for Qualified Plan participants may provide for a payment upon the death of the Annuitant depending on the option chosen (see "Annuity Options"). Additionally, since there might not be Annuitants prior to the actual purchase of an Annuity by the contract owner, the provisions regarding the Maturity Date may not be applicable. THIS PAGE INTENTIONALLY LEFT BLANK. APPENDIX B If you are a participant in the Texas Optional Retirement Program, Texas law permits us to make withdrawals on your behalf only if you die, retire or terminate employment in all Texas institutions of higher education, as defined under Texas law. Any withdrawal you ask for requires a written statement from the appropriate Texas institution of higher education verifying your vesting status and (if applicable) termination of employment. Also, we require a written statement from you that you are not transferring employment to another Texas institution of higher education. If you retire or terminate employment in all Texas institutions of higher education or die before being vested, amounts provided by the state's matching contribution will be refunded to the appropriate Texas institution. We may change these restrictions or add others without your consent to the extent necessary to maintain compliance with the law. METLIFE INSURANCE COMPANY OF CONNECTICUT* FIXED ANNUITY - *The Travelers Insurance Company has filed for approval to change its name to MetLife Insurance Company of Connecticut. The change will be effective May 1, 2006 pending regulatory approval. You will receive a Contract endorsement notifying you of the name change once it has occurred. -securities.