Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you should carefully consider the risks and uncertainties discussed below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree of risk. Before you decide to participate in the offeringOur business, you should carefully consider the risks financial condition and uncertainties discussed below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description results of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to operations could be immaterial could subsequently materially and adversely affect our financial condition, results affected by any of operations, business and prospectsthese risks. If any of these risks actually occursoccur, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price value of our ordinary shares to decline, resulting in a loss of common stock may decline and you may lose all or part of your investment. Please also read Before investing in our common stock, you should consider carefully the section above entitled risk factors set forth in this prospectus supplement, the accompanying base prospectus and contained in any free writing prospectus with respect to this offering filed by us with the SEC, along with the risk factors described in “ForwardItem 1A. Risk Factors” in our Annual Report on Form 10-Looking Statements.K for the year ended December 31, 2020, as updated by other filings we have made and will make with the SEC incorporated by reference into this prospectus supplement. See “Incorporation by Reference” on page S-15. Risks Related to this This Offering Our management Management will have broad discretion over the use of the proceeds from this offering, and may not use the proceeds effectively. Because we receive have not designated the amount of net proceeds from this offering and may invest or spend to be used for any particular purpose, our management will have broad discretion as to the proceeds application of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying may use the net proceeds of for corporate purposes that may not improve our financial condition or market value. Pending use, we may invest any net proceeds from this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds offering in a manner that does not yield a significant return, if any, produce income or loses value. Please see the section entitled “Use of Proceeds” on our investment page S-11 of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesthis prospectus supplement for further information. You may experience immediate and substantial dilution in the net tangible book value ordinary per share that of the common stock you purchase in the offeringpurchase. The offering price per share in this offering of our common stock being offered may exceed be higher than the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 18,028,846 shares are sold at a price of $5.22 4.16 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Global Market on January 12May 11, 2021, for aggregate gross proceeds of up to approximately $28 million75,000,000 in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience suffer immediate and substantial dilution of $3.45 1.31 per share, representing the difference between our pro forma the as adjusted net tangible book value per share of our common stock as of September 30March 31, 2020 2021 after giving effect to this offering and at the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See Please see the section entitled “Dilution” on page S-12 of this prospectus supplement for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales Issuances of our ordinary sharesshares of common stock or securities convertible into or exercisable for shares of common stock following this offering, or as well as the perception that such sales could occurexercise of options, will dilute your ownership interests and may cause adversely affect the prevailing future market price of our ordinary shares common stock. As a development stage company we will need additional capital to decreasefund the development and commercialization of our product candidates. We cannot predict the effectmay seek additional capital through a combination of private and public equity offerings, if anydebt financings, that future issuances or sales strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. In addition, as of March 31, 2021, there were options to purchase approximately 5,225,538 shares of our securitiescommon stock outstanding at a weighted average exercise price of $8.81. If these securities are exercised, you may incur further dilution. Moreover, to the extent that we issue additional options to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options or other securities are exercised, converted or exchanged, stockholders may experience further dilution. A substantial number of shares may be sold in the market following this offering, which may depress the market price for our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering or the availability of our securities for future issuance or sale, will have on could cause the market price of our ordinary sharescommon stock to decline. Subject to A substantial majority of the completion outstanding shares of our common stock are, and all of the shares sold in this offeringoffering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless these shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. In addition, we will have issued also registered the shares of common stock that we may issue under our equity incentive plans. As a substantial number of ordinary shares. Any sales of such result, these shares can be freely sold in the public market or otherwiseupon issuance, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity subject to restrictions under securities by us less attractive or even not feasiblelaws. It is not possible to predict the aggregate actual number of shares we will sell under the Sales Agreement, or the gross proceeds resulting from sales made under the sales agreementthose sales. Subject to certain limitations in the sales agreement and compliance with applicable lawlaws, we have the discretion to deliver a placement notice to Xxxxxx the Sales Agents at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor the Sales Agents after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the term of the sales periodagreement, any the limits we may set with Cantor the Sales Agents in any applicable placement notice notice, and the demand for our ordinary sharescommon stock during the term of the sales agreement. Because the price per share of each share sold pursuant to will fluctuate during the term of the sales agreement will fluctuate over timeagreement, it is not currently possible to predict the aggregate number of shares that will be sold or the gross proceeds to be raised in connection with sales under the sales agreementof shares of common stock offered under this prospectus. The ordinary shares offered hereby market price and trading volume of our stock may be sold in “at-the-market” offeringsvolatile. The trading price of our common stock has been, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different pricesmay continue to be, volatile and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, could be subject to market demandwide fluctuations in response to various factors, to vary some of which are beyond our control. To date during 2021, the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales trading price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency common stock has ranged from $3.23 and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant$9.00 per share. In addition, the distribution trading volume of dividends our common stock may be limited fluctuate and cause significant price variations to occur. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus supplement or the documents incorporated by reference herein, these factors include: · results of clinical trials of Zygel or product candidates of our competitors; · the Israeli Companies Lawsuccess of competitive products; · regulatory actions with respect to our product candidates or our competitors’ products and product candidates; · actual or anticipated changes in our growth rate relative to our competitors; · announcements by us or our competitors of significant acquisitions, 5759-1999 which permits the distribution of dividends only out of retained earnings strategic partnerships, joint ventures, collaborations or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” capital commitments; · regulatory or legal developments in the accompanying prospectus for United States and other countries; · developments or disputes concerning patent applications, issued patents or other proprietary rights; · the recruitment or departure of key personnel; · the level of expenses related to our preclinical and clinical development programs; · the results of our efforts to in-license or acquire additional information. USE OF PROCEEDS We may issue and sell product candidates or products; · actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; · variations in our ordinary shares having aggregate sales proceeds financial results or those of up companies that are perceived to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds be similar to us; · fluctuations in the valuation of companies perceived by investors to be comparable to us; · share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock; · announcements or expectations of additional financing efforts; · sales of our common stock by us, if anyour insiders or our other stockholders; · changes in the structure of healthcare payment systems; · market conditions in the pharmaceutical sector; and · general economic, are not determinable at this timeindustry and market conditions. Actual net proceeds will depend on These broad market and industry factors may decrease the number market price of shares we sell and the prices at which such sales occurour common stock, regardless of our actual operating performance. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelinesThe stock market in general has, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interestexperienced extreme price and volume fluctuations. In addition, corporate debt obligations with a minimum in the past, following periods of BBB- rating by global rating agencies volatility in the overall market and investments decreases in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering market price of $5.22 per sharea company’s securities, which was the last reported sale price securities class action litigation has often been instituted against these companies. We are subject to securities litigation, as described further in Part II of our ordinary shares Annual Report on Nasdaq on January Form 10-K for the year ended December 31, 2020 in “Notes to Consolidated Financial Statements, Note 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, Commitments and is qualified in its entirety by, reference to our audited Contingencies” and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement in Part I, Item 3—Legal Proceedings. This litigation, and the accompanying prospectus. Actualany other securities class actions that may be brought against us, could result in substantial costs and a diversion of our management’s attention and resources.

RISK FACTORS. Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you You should consider carefully consider the risks and uncertainties discussed described below and discussed under the caption section titled “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportmost recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as updated or superseded by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by reference in this prospectus supplementin their entirety, as well as together with other information in this prospectus, and the risks, uncertainties information and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documentsprospectus, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or any free writing prospectus that we presently consider have authorized for use in connection with this offering before you make a decision to be immaterial could subsequently materially and adversely affect invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition operations or results of operations cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also affect our business operations. Please also read carefully the section above entitled below titled “Special Note Regarding Forward-Looking Statements.” Risks Related Relating to this the Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment . Our management will have broad discretion over the use of these net proceedsproceeds from this offering. We intend to use the The net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and offering will be used for working capital and general corporate purposes, which may include, among other things, the advancement of the development of our product candidate, IMVT-1401. We may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products; however, we have no current commitments or obligations to do so. Our management will have significant flexibility considerable discretion in applying the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds of this offeringare being used appropriately. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash net proceeds may be used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways for corporate purposes that do not yield a favorable returnincrease our operating results or enhance the value of our common stock. If you purchase our management applies these proceeds common stock in a manner that does not yield a significant returnthis offering, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience you will incur immediate and substantial dilution in the net tangible book value ordinary share that you purchase in the offeringof your common stock. The offering price per share shares of common stock sold in this offering may exceed from time to time will be sold at various prices; however, we expect that the pro forma per share offering prices in this offering will be substantially higher than the as adjusted net tangible book value per share of common stock. Therefore, if you purchase shares of our ordinary shares outstanding prior to common stock in this offering, you may pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Assuming that an aggregate of 5,363,984 3,397,508 shares of common stock are sold at a an assumed public offering price of $5.22 44.15 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Global Select Market on January 1213, 2021, for aggregate gross proceeds of up to approximately $28 million150,000,000, and after deducting offering commissions and estimated aggregate offering expenses payable by us, you will experience would incur immediate dilution of $3.45 38.39 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering 2020, and the assumed public offering priceprice per share. The Further, the future exercise of any outstanding options to purchase shares of common stock options or the issuance of shares of common stock upon the vesting and settlement of any outstanding restricted stock units or conversion of Series A preferred stock will result in further dilution of your investmentcause you to experience additional dilution. See “the section titled "Dilution” " for more information. You may experience future dilution as a more detailed illustration result of future equity offerings. To raise additional capital, we may in the dilution you would incur if you participate future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. Future sales of our ordinary shares, We may sell shares or other securities in any other offering at a price per share that is less than the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of per share paid by investors in this offering, we will have issued a substantial number of ordinary shares. Any sales of such and investors purchasing shares or other securities in the public market or otherwisefuture could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities per share paid by us less attractive or even not feasibleinvestors in this offering. It is not possible to predict the aggregate proceeds resulting from sales made actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice instruction to Xxxxxx SVB Leerink to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor SVB Leerink after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any the limits we may set with Cantor SVB Leerink in any applicable placement notice instruction to sell shares, and the demand for our ordinary sharescommon stock during the sales period. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over timeduring this offering, it is not currently possible to predict the aggregate number of shares that will be sold or the gross proceeds to be raised in connection with sales under the sales agreementthose sales. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantordirectors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing in our ordinary shares common stock involves a high degree of risk. Before you decide to participate in the offeringmaking an investment decision, you should carefully consider the risks and uncertainties discussed described below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportmost recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, as well as any amendments thereto reflected in subsequent filings, each of which is are incorporated by reference in this prospectus supplementsupplement and the accompanying prospectus, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in all of the other documents information in this prospectus supplement and the accompanying prospectus, including our financial statements and related notes incorporated by reference in this prospectus supplement. For a description of those reports supplement and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsthe accompanying prospectus. If any of these risks actually occursis realized, our business, business prospectsfinancial condition, financial condition or results of operations and prospects could be seriously harmedmaterially and adversely affected. This could cause In that event, the trading price of our ordinary shares to decline, resulting in a loss of common stock could decline and you could lose part or all or part of your investment. Please Additional risks and uncertainties that are not yet identified or that we think are immaterial may also read carefully the section above entitled “Forward-Looking Statements.” materially harm our business, operating results, and financial condition and could result in a complete loss of your investment. Risks Related to this Offering This Offering, Our management will have broad discretion over the use of the proceeds we receive from Securities, and our Preliminary Estimated Financial Results Purchasers in this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offeringof their investment. The common stock sold in this offering from time to time will be sold at various prices; however, we expect the price per share in this offering may exceed the pro forma of common stock to be substantially higher than net tangible book value of our common stock. Therefore, purchasers of our common stock in this offering will experience immediate dilution in the net tangible book value of the common stock purchased in this offering. Our net tangible book value as of March 31, 2021 was approximately $39.9 million, or $0.89 per share of our ordinary shares outstanding prior to this offeringcommon stock. Assuming that an aggregate of 5,363,984 22,624,434 shares of common stock are sold at a public offering price of $5.22 1.1 per share, share (the last reported sale price of our ordinary shares common stock on the Nasdaq Capital Market on January 12July 1, 2021, for aggregate gross proceeds of up to approximately $28 million), and after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value as of March 31, 2021, would have been approximately $64.1 million, or approximately $0.95 per share as of September 30our common stock. As a result, 2020 after giving effect to if you purchase shares of common stock in this offering offering, you would suffer immediate and the assumed offering price. The exercise of outstanding stock options will result in further substantial dilution of your investment$0.16 per share with respect to the net tangible book value of the common stock. See “Dilution” in this prospectus supplement for a more detailed illustration discussion of the dilution you would will incur if you participate purchase shares in this offering. Future sales Management will have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that may not improve our results of operation or enhance the value of our ordinary shares, or the perception that such sales common stock. our failure to apply these funds effectively could occur, may have a material adverse effect on our business and cause the prevailing market price of our ordinary shares common stock to decreasedecline. We cannot predict See “Use of Proceeds” for a further description of how management intends to apply the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of proceeds from this offering, . The actual number of shares of common stock we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementSales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx Ladenburg at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through Cantor by Ladenburg after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary sharesLadenburg. Because the price per share of each share sold pursuant to will fluctuate based on the market price of our common stock during the sales agreement will fluctuate over timeperiod, it is not currently possible at this stage to predict the aggregate proceeds to number of shares that will be raised in connection with sales under the sales agreementultimately issued. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since Future sales of a significant number of our inceptionshares of common stock in the public markets, we have not declared or paid any cash the perception that such sales could occur, could depress the market price of our shares of our common stock or other form cause our stock price to decline. Sales of dividends on a substantial number of our ordinary shares. We currently intend shares of common stock in the public markets (including sales of common stock issuable pursuant to retain any proceeds from the exercise of warrants or stock options), or the perception that such sales could occur, could cause the market price of our shares of common stock to decline and impair our ability to raise capital through the sale of securities under additional equity securities. A substantial number of shares of common stock are being offered by this prospectus supplement for use in our business and do prospectus. We cannot currently intend to pay cash dividends on our ordinary shares. Dividendspredict the number of these shares that might be sold or resold, if any, on our outstanding ordinary shares will be declared by and subject to nor the discretion effect that future sales of our board shares of directorscommon stock, including the resale of shares issued in this offering, would have on the market price of our shares of common stock. Even if The terms of the warrants issued in the February Offering could impede our board ability to enter into certain transactions or obtain additional financing. The terms of directors decides the warrants issued in the February Offering require us, upon the consummation of any “fundamental transaction” (as defined in the securities), to, among other obligations, cause any successor entity resulting from the fundamental transaction to distribute dividends, assume all of our obligations under the form, frequency warrants and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevantthe associated transaction documents. In addition, the distribution holders of dividends may be limited by the Israeli Companies Lawsuch warrants are entitled to participate in any fundamental transaction on an as- converted or as-exercised basis, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” could result in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price holders of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds common stock receiving a lesser portion of $28,000,000the consideration from a fundamental transaction. The information set forth terms of the warrants could also impede our ability to enter into certain transactions or obtain additional financing in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualfuture.

RISK FACTORS. Investing Investment in our ordinary shares any securities offered pursuant to this prospectus supplement and the accompanying base prospectus involves a high degree of riskrisks. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed risk factors described below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportmost recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, which is and all other information contained or incorporated by reference in this prospectus supplement, as well as any amendment or update thereto reflected in subsequent filings under the risksExchange Act, before acquiring any such securities. The risks and uncertainties and additional information we have described in any applicable free writing prospectus and in are not the other documents incorporated by reference in this prospectus supplementonly ones we face. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks and uncertainties not presently known to us or that we presently consider to be currently deem immaterial could subsequently materially and adversely may also affect our financial condition, results operations. The occurrence of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could might cause the trading price of our ordinary shares you to decline, resulting in a loss of lose all or part of your investmentinvestment in the offered securities. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related Relating to this Offering Our management will have broad discretion over A substantial number of common stock may be sold in the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from market following this offering, if any, to further develop which may depress the market price for our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposescommon stock. Our management will have significant flexibility in applying the net proceeds Sales of this offering. The actual amounts and timing of expenditures will vary significantly depending on a substantial number of factors, including our common stock in the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it public market following this offering could compromise our ability to pursue our strategy and adversely affect cause the market price of our ordinary sharescommon stock to decline. You may experience immediate and substantial dilution in Although there can be no assurance that any of the book value ordinary share that you purchase in $50 million worth of common stock being offered under this prospectus supplement will be sold or the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary at which any such shares outstanding prior to this offering. Assuming might be sold, assuming that an aggregate of 5,363,984 shares 14,285,714 of our common stock are sold during the term of the sales agreement with the Agents, in each case, for example, at a price of $5.22 3.50 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Capital Market on January 12June 28, 2021, upon completion of this offering, based on 89,104,816 shares of our common stock outstanding as of March 31, 2021, we will have outstanding an aggregate of 103,390,530 shares of common stock, assuming no exercise of outstanding options, warrants and vesting of restricted stock units. Additional dilution may result from the issuance of our common stock in connection with collaborations or other financing efforts. You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional common stock or other securities convertible into or exchangeable for aggregate gross our common stock at prices that may not be the same as the price per share in this offering. We may sell common stock or other securities convertible into or exchangeable for our common stock in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing common stock or other securities convertible into or exchangeable for our common stock in the future could have rights superior to existing shareholders. The price per share at which we sell additional common stock or other securities convertible or exchangeable into our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We have broad discretion in how we use the net proceeds of up to approximately $28 millionthis offering, and after deducting commissions we may not use these proceeds effectively or in ways with which you agree. We have not designated any portion of the net proceeds from this offering to be used for any particular purpose. Our management will have broad discretion as to the application of the net proceeds of this offering and estimated aggregate could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our common stock. Investors in this offering expenses payable by us, you will experience immediate dilution in the book value per share of $3.45 per sharethe common stock purchased in the offering. The common stock sold in this offering, representing if any, will be sold from time to time at various prices. However, the difference between expected offering price of our pro forma as adjusted common stock will be substantially higher than the net tangible book value per share as of September 30, 2020 after our outstanding common stock. After giving effect to this offering and the sale of our common stock in the aggregate amount of $50 million at an assumed offering priceprice of $3.50 per share, the last reported sale price of our common stock on June 28, 2021 on the Nasdaq Capital Market, and after deducting estimated commissions and estimated offering expenses, our as-adjusted net tangible book value as of March 31, 2021 would have been approximately $65.8 million, or approximately $0.64 per share of common stock. The exercise This represents an immediate increase in net tangible book value of outstanding approximately $0.44 per share of common stock options will result to our existing shareholders and an immediate dilution in further dilution as-adjusted net tangible book value of your investmentapproximately $2.86 per share to new investors of our common stock in this offering. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion page S-9 of this offering, prospectus supplement. The actual number of shares we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementagreement with the Agents, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement with the Agents and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx the Agents at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor by the Agents after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares the common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment resultsAgents. We will have discretion, subject do not expect to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline pay dividends in the value of the shares they purchase in this offering as foreseeable future. As a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionresult, we have not declared or paid you must rely on stock appreciation for any cash or other form of dividends return on our ordinary sharesyour investment. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay anticipate paying cash dividends on our ordinary sharescommon stock in the foreseeable future. Dividends, if any, Any payment of cash dividends will also depend on our outstanding ordinary shares financial condition, results of operations, capital requirements and other factors and will be declared by and subject to at the discretion of our board of directors. Even if our board of directors decides Accordingly, you will have to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, rely on capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to usappreciation, if any, are not determinable at this timeto earn a return on your investment in our common stock. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purposeFurthermore, we may invest in the net proceeds from future become subject to additional contractual restrictions on, or prohibitions against, the payment of dividends. Risks Related to our Financial Position Raising funds through lending arrangements may restrict our operations or produce other adverse results. Our current loan agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation and Powerscourt Investments XXV, LP (collectively, the “Lenders”), which we entered into in June 2021, contains a variety of affirmative and negative covenants, including required financial reporting, limitations on certain dispositions of assets, limitations on the incurrence of additional debt and other requirements. To secure our performance of our obligations under this offering Loan Agreement, we granted a security interest in accordance substantially all of our assets, other than certain intellectual property assets, to the Lenders. Our failure to comply with the covenants in the Loan Agreement, the occurrence of a material impairment in our investment policyprospect of repayment or in the perfection or priority of the Lender’s lien on our assets, as may determined by the Lenders, or the occurrence of certain other specified events could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our debt, potential foreclosure on our assets and other adverse results. Additionally, we are bound by certain negative covenants setting forth actions that are not permitted to be amended from time to timetaken during the term of the Loan Agreement without consent of the Lenders, which currently includes bank deposits carrying interestincluding, corporate debt obligations with a minimum of BBB- rating by global rating agencies without limitation, incurring certain additional indebtedness, making certain asset dispositions, entering into certain mergers, acquisitions or other business combination transactions or incurring any non-permitted lien or other encumbrance on our assets. The foregoing prohibitions and investments constraints on our operations could result in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020inability to: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed acquire promising intellectual property or other assets on November 3, 2020, desired timelines or the November Registered Direct Offering, and terms; (ii) exercise reduce costs by disposing of options assets or business segments no longer deemed advantageous to purchase 42,762 ordinary sharesretain; and • (iii) stimulate further corporate growth or development through the assumption of additional debt; or (iv) enter into other arrangements that necessitate the imposition of a lien on a pro forma as adjusted basis corporate assets. We cannot assure you that our business will be able to give effect generate sufficient cash flow or that future borrowings or other financings will be available to us in an amount sufficient to enable us to pay the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per shareprincipal, which was the last reported sale price of our ordinary shares on Nasdaq on January 12premium, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction withif any, and is qualified in its entirety by, reference to interest on our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualexisting or future indebtedness.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of riskrisk and uncertainty. Before you decide In addition to participate the other information included or incorporated by reference in this prospectus supplement and the offeringaccompanying prospectus, you should carefully consider the risks described below, before making an investment decision with respect to the securities. We expect to update these Risk Factors from time to time in the periodic and uncertainties discussed below and under current reports that we file with the caption “Item 3SEC after the date of this prospectus supplement. Key Information— D. These updated Risk Factors” in our 2019 annual report, which is Factors will be incorporated by reference in this prospectus supplement, as well as supplement and the risks, uncertainties and accompanying prospectus. Please refer to these subsequent reports for additional information described relating to the risks associated with investing in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectscommon stock. If any of these such risks and uncertainties actually occurs, our business, business prospectsfinancial condition, financial condition or and results of operations could be seriously severely harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of and you could lose all or part of your investment. Please also read carefully Our actual results could differ materially from those anticipated in the section above entitled “Forwardforward-Looking Statements.” looking statements made throughout this prospectus supplement or the documents incorporated by reference into this prospectus supplement and the accompanying prospectus as a result of different factors, including the risks we face described below. Risks Related to this Offering Our management will have broad discretion over Resales of our common stock in the use of the proceeds we receive from public market by our stockholders during this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect cause the market price of our ordinary sharescommon stock to fall. You We may experience immediate and substantial dilution issue common stock from time to time in the book value ordinary share that you purchase in the connection with this offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share issuance from time to time of these new shares of our ordinary common stock, or our ability to issue new shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding common stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales , could result in resales of our ordinary sharescommon stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, or these resales could have the perception that such sales could occur, may cause effect of depressing the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasiblecommon stock. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx Ladenburg at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor Ladenburg after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any limits we may set with Cantor Ladenburg in any applicable placement notice and the demand for our ordinary sharescommon stock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantornotice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since There may be future sales or other dilution of our inceptionequity, which may adversely affect the market price of our common stock. We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur. Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds and the proceeds may not be invested successfully. We have not declared or paid designated any cash or other form portion of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop be used for any particular purpose. Accordingly, our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain have broad discretion over as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and we may ultimately use you will not have the opportunity, as part of your investment decision, to assess whether the proceeds for different purposes than what we currently intendare being used appropriately. Until we use the proceeds for any purposeIt is possible that, pending their use, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on way that does not yield a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020favorable, or any, return for our company. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the November Registered Direct Offering, development of our product candidates and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to cause the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference common stock to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualdecline.

RISK FACTORS. Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider the risks following risk factors and uncertainties the risk factors discussed below and under the caption heading “Item 3. Key Information— D. Risk Factors” included in our 2019 most recent annual reportreport on Form 10-K and the subsequent quarterly reports on Form 10-Q and other reports that we file with the SEC, which is are incorporated by reference in this prospectus supplementsupplement in their entirety, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in together with all of the other documents information contained in this prospectus supplement and the accompanying prospectus or incorporated by reference in this prospectus supplementsupplement and the accompanying prospectus. For a description of those reports and documentsThe risks described in any document incorporated by reference are not the only ones we have, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” but are considered to be the most material. Additional risks of which we are not presently known aware or that we presently consider to be currently believe are immaterial could subsequently materially may also harm our business and adversely affect our financial condition, results of operations, business and prospects. If any of these risks actually occursoccur, our business, business prospects, financial condition or and results of operations could be seriously harmedwould likely suffer. This could cause In that case, the trading market price of our ordinary shares to the common stock could decline, resulting in a loss of and you may lose part or all or part of your investmentinvestment in our company. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering of Our management Common Stock Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $4,000,000 from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. You will have broad discretion over suffer immediate and substantial dilution in the use net tangible book value per share of the proceeds we receive from common stock that you purchase in this offering and may invest or spend the proceeds of this offering offering. The shares sold in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, will be sold from time to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying time at various prices; however,the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market assumed public offering price of our ordinary shares. You may experience immediate and substantial dilution in common stock is substantially higher than the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma as-adjusted net tangible book value per share of our ordinary common stock. Therefore, investors purchasing shares outstanding prior to of our common stock in this offering will pay a price per share that substantially exceeds the as-adjusted net tangible book value per share after this offering. Assuming that an aggregate of 5,363,984 2,352,941 shares of our common stock are sold at a an assumed public offering price of $5.22 1.70 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Capital Market on January 12November 15, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you new investors in this offering will experience immediate dilution of $3.45 0.18 per share, representing the difference between the assumed public offering price and our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering priceoffering. The exercise of outstanding stock options and warrants will result in further dilution of your investment. See “Dilution” for a more detailed illustration discussion of the dilution you would incur if you participate purchase common stock in this offering. Future sales You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our ordinary sharescommon stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be lower than the perception price per share paid by investors in this offering. Our management will have broad discretion in the use of the net proceeds from this offering and may not use them effectively. Our management will have broad discretion in the application of the net proceeds from this offering and our stockholders will not have the opportunity as part of their investment decisions to assess how the net proceeds are being used. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that such sales will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could occur, may cause the prevailing market price of compromise our ordinary shares ability to decrease. We canpursue our growth strategy and we might not predict the effectbe able to yield a significant return, if any, that future issuances or sales in our investment of these net proceeds. You will not have the opportunity to influence our securities, this offering or the availability of decisions on how to use our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of net proceeds from this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares common stock offered hereby may will be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offeringsold. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionThe actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Xxxxxxxxxx at any time throughout the term of the Sales Agreement. The number of shares that are sold by Xxxxxxxxxx after we deliver a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not declared or paid any cash or other form possible at this stage to predict the number of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, that will ultimately be issued. An active, liquid and orderly market for our common stock may not develop. Our common stock trades on the Nasdaq Capital Market. An active trading market for our outstanding ordinary shares will common stock may never develop or be declared by and subject sustained. If an active market for our common stock does not continue to the discretion of our board of directors. Even if our board of directors decides to distribute dividendsdevelop or is not sustained, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends it may be limited difficult for investors in our common stock to sell shares without depressing the market price for the shares or to sell the shares at all. An inactive market may also impair our ability to raise capital by the Israeli Companies Lawselling common stock and may impair our ability to acquire other businesses, 5759-1999 which permits the distribution of dividends only out of retained earnings applications or earnings derived over the two most recent fiscal yearstechnologies using our common stock as consideration, whichever is higherwhich, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying in turn, could materially adversely affect our existing and foreseeable obligations as they become duebusiness. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale market price of our ordinary stock may be highly volatile, and you may not be able to sell shares on Nasdaq on January 12of our stock. Companies trading in the stock market in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our stock, 2021, for aggregate gross proceeds regardless of $28,000,000our actual operating performance. The information set forth market price of our stock may be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following: · Adverse results or delays in pre-clinical or clinical studies; · Inability to obtain additional funding; · Any delay in filing an Investigational New Drug (“IND”) or biologics license application (“BLA”) for any of our drug candidates and any adverse development or perceived adverse development with respect to the FDA’s review of that IND or BLA; · Failure to develop successfully our drug candidates; · Failure to maintain our existing strategic collaborations or enter into new collaborations; · Failure by us or our licensors and strategic collaboration partners to prosecute, maintain or enforce our intellectual property rights; · Changes in laws or regulations applicable to future products; · Inability to obtain adequate product supply for our drug candidates or the inability to do so at acceptable prices; · Adverse regulatory decisions; · Introduction of new products, services or technologies by our competitors; · Failure to meet or exceed financial projections we may provide to the public; · Failure to meet or exceed the financial projections of the investment community; · The perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community; · Announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partner or our competitors; · Disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; · Additions or departures of key scientific or management personnel; · Significant lawsuits, including patent or stockholder litigation; · Changes in the following table should be read market valuations of similar companies; · Sales of our common stock by us or our stockholders in conjunction with, the future; and is qualified in its entirety by, reference to · Trading volume of our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualcommon stock.

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree of risk. Before you decide Prior to participate making a decision about investing in the offeringour common stock, you should carefully consider the risks and uncertainties discussed risk factors described below and under the caption risk factors discussed in the sections entitled “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportmost recent Annual Report on Form 10-K, which is most recent Quarterly Reports on Form 10-Q, and our other filings with the SEC and incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in together with all of the other documents incorporated by reference information contained in this prospectus supplementsupplement and the accompanying prospectus. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks and uncertainties not presently known to us, or that we presently consider to be immaterial could subsequently materially and adversely affect currently view as immaterial, may also impair our financial condition, results of operations, business and prospectsbusiness. If any of these the risks or uncertainties described in our SEC filings or this prospectus supplement and the accompanying prospectus or any additional risks and uncertainties actually occursoccur, our business, business prospects, financial condition or and results of operations could be seriously harmedmaterially and adversely affected. This could cause In that case, the trading price of our ordinary shares to decline, resulting in a loss of common stock could decline and you might lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyyou may not agree with how we use the proceeds, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesthe proceeds may not be invested successfully. Our management will have significant flexibility in applying broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing Accordingly, you will be relying on the judgment of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesreturn for us. You may experience immediate and substantial dilution in the net tangible book value ordinary per share that of the common stock you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 28,935,185 shares of our common stock are sold at a price of $5.22 0.864 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Capital Market on January 1220, 2021, 2021 for aggregate gross proceeds of up to approximately $28 million25,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 0.53 per share, representing the difference between our pro forma as adjusted net tangible book value per share share, as adjusted, as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will or warrants could result in further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our ordinary sharescommon stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering. Sales of a substantial number of our shares of common stock in the public markets, or the perception that such sales could occur, may could cause the prevailing market our stock price of our ordinary shares to decreasefall. We cannot predict may issue and sell additional shares of commons stock in the effectpublic markets, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of including during this offering. As a result, we will have issued a substantial number of ordinary shares. Any sales our shares of such shares common stock may be sold in the public market or otherwisemarket. Sales of a substantial number of our shares of common stock in the public markets, including during this offering, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including depress the market price of our ordinary common stock and impair our ability to raise capital through the sale of additional equity securities. Because we do not currently intend to declare cash dividends on our shares during of common stock in the sales periodforeseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment. We have never paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. We currently intend to retain all of our future earnings, if any, to finance the operation, development and growth of our business. Furthermore, any limits we future debt agreements may set also preclude us from paying or place restrictions on our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain with Cantor in any applicable placement notice and respect to your investment for the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreementforeseeable future. The ordinary exercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price. The exercise of our outstanding options and warrants may adversely affect our stock price due to sales of a large number of shares or the perception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of our securities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options and warrants or any future issuance of additional shares of common stock or other equity securities, including but not limited to options, warrants, restricted stock units or other derivative securities convertible into our common stock, may result in significant dilution to our stockholders and may decrease our stock price. The common stock offered hereby may will be sold in an “at-the-market” offeringsat the market offering”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionThe actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend the discretion to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject deliver a sales notice to the discretion Distribution Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by the Distribution Agent after delivering a sales notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Maxim. Because the price per share of each share sold will fluctuate based on the market price of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to common stock during the sales agreement with Cantorperiod, the actual total public offering amount, commissions and proceeds to us, if any, are it is not determinable possible at this time. Actual net proceeds will depend on stage to predict the number of shares we sell and the prices at which such sales occur. There can that will be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualissued.

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed below and described under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportmost recent Annual Report on Form 10-K and all of the other information contained in this prospectus supplement and the accompanying prospectus, which is and incorporated by reference in into this prospectus supplementsupplement and the accompanying prospectus, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect including our financial conditionstatements and related notes, results of operations, business and prospectsbefore investing in our common stock. If any of these risks the possible events described below or in those sections actually occursoccur, our business, business prospects, financial condition or cash flow, results of operations or financial condition could be seriously harmed. This could cause , the trading price of our ordinary shares to common stock could decline, resulting in a loss of and you might lose all or part of your investmentinvestment in our common stock. Please Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also read carefully the section above entitled “Forward-Looking Statements.” impair our operations and results. Risks Related Relating to this Offering and our Common Stock Resales of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to decline. We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. We have broad discretion in the use of the net proceeds from this offering and might not apply the proceeds in ways that enhance our operating results or increase the value of your investment. Our management will have broad discretion over in the use application of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds.” We intend to use the net proceeds, if any, from this offering to further develop acquire complementary businesses, acquire or license products or technologies that are complementary to our and our subsidiaries’ product pipelinesown, although we have no current plans, commitments or agreements with respect to further enhance and expand our CPB platform any such use of proceeds for acquisitions or licenses as of the date of this prospectus supplement, and for working capital and general corporate purposes. Our management As a result, you will have significant flexibility in applying be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of this offering. The actual amounts and timing You will not have the opportunity, as part of expenditures will vary significantly depending on a number of factorsyour investment decision, including to assess whether we are using the amount of cash used in proceeds appropriately. Our management might not apply our operations and our research and development efforts. We might apply these net proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect ultimately increase the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of If we do not invest or apply the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, net proceeds from this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offeringin ways that enhance stockholder value, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwisemay fail to achieve expected financial results, or the perception that such issuances or sales which could occur, could reduce the prevailing market cause our stock price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreementdecline. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares common stock offered hereby may will be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since If you purchase shares of common stock in this offering, you may experience immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities in future financing transactions. The price per share of our inceptioncommon stock being offered may be higher than the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that we sell an aggregate of $20.0 million of our shares of common stock in this offering at an assumed public offering price of $4.87 per share, the closing sale price of our common stock on the Nasdaq Capital Market on December 27, 2021, and after deducting commissions and estimated aggregate offering expenses payable by us, our pro forma net tangible book value as of September 30, 2021, as adjusted, would have been $33,092,234, or $1.48 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.71 per share of our common stock to existing stockholders and an immediate dilution in net tangible book value of $3.39 per share of our common stock to new investors purchasing shares of common stock in this offering. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you purchase common stock in this offering. If we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock, our stockholders, including investors who purchase shares of common stock in this offering, may experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock. We also cannot assure you that we will be able to sell shares or other securities in any future offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion to deliver a placement notice to Maxim at any time throughout the term of our board of directorsthe Sales Agreement. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the The number of shares that are sold through Maxim after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we sell set with Maxim in any applicable placement notice, and the prices at which such demand for our common stock during the sales occurperiod. Because the price per share of each share sold will fluctuate during the sales period, it is not possible to predict the aggregate proceeds to be raised in connection with those sales. There can be no assurance that we will be able to sell any shares under or fully utilize the sales agreement with Cantor Sales Agreement as a source of financing. We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future. We have not paid dividends on any of our classes of capital stock to date and we currently intend to use the net proceeds from this offering to further develop retain our and our subsidiaries’ product pipelinesfuture earnings, if any, to further enhance fund the development and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price growth of our ordinary shares on Nasdaq on January 12business. As a result, 2021capital appreciation, if any, of our common stock will be your sole source of gain for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualforeseeable future.

RISK FACTORS. Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed described below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportreports filed with the SEC under Sections 13(a), which is incorporated by reference in this prospectus supplement13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as well as amended, before exchanging Outstanding Notes for the risksNew Notes. In particular, uncertainties and additional information described in any we refer you to the disclosure regarding certain risk factors applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our us and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used business in our operations Annual Report on Form 10-K for the year ended December 31, 2010 and our research and development effortsQuarterly Reports on Form 10-Q filed after that date. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. Risks related to the Exchange If our management applies these proceeds in a manner that an active trading market for the New Notes does not yield a significant returndevelop, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect then the market price of the New Notes may decline or you may not be able to sell your New Notes. We do not intend to list the New Notes on any securities exchange. If the New Notes are traded, they may trade at a discount, depending on prevailing interest rates, the market for similar securities, the price of our ordinary sharescommon stock, the performance of our business and other factors. You We do not know whether an active trading market will develop for the New Notes. To the extent that an active trading market does not develop, you may experience immediate and not be able to resell the New Notes or may only be able to sell them at a substantial dilution discount. The consummation of the Exchange may be delayed or may not occur. Consummation of the Exchange will be subject to the satisfaction of certain conditions, including that the Indenture is qualified under the Trust Indenture Act. Even if an exchange agreement is executed, the closing of the Exchange may be delayed for a significant period of time. Accordingly, you may have to wait longer than expected to receive New Notes in the book value ordinary share that Exchange, during which time you purchase will not be able to effect transfers of your Outstanding Notes subject to the exchange agreement. The consideration to be received in the offeringExchange Offer does not reflect any fairness valuation. Our board of directors has made no determination that the consideration to be received in the Exchange represents a fair valuation of either the Outstanding Notes or the New Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Outstanding Notes. Any obligations we have that mature prior to December 15, 2016 will be paid before the optional redemption date of the New Notes. We have outstanding indebtedness, and may incur additional indebtedness from time to time, that is or may become due prior to the optional redemption date of the New Notes. In particular, the holders of the Outstanding Notes can require us to repurchase their notes on December 15, 2013, and the holders of other series of our convertible senior subordinated notes can require us to repurchase their notes on multiple dates prior to the optional redemption date of the New Notes. The offering Outstanding Notes and other series of our convertible senior subordinated notes will be convertible at the option of the holder prior to the time the New Notes become convertible. Except in limited cases, the New Notes are not convertible prior to June 15, 2016. The Outstanding Notes and other series of our convertible senior subordinated notes will become convertible prior to that date. The adjustment to the conversion rate for notes converted in connection with certain fundamental changes may not adequately compensate you for any lost value of your notes as a result of such transaction. If certain fundamental changes occur prior to December 15, 2016, we will increase the conversion rate by a number of additional shares of our common stock for notes converted in connection with such fundamental change. The increase in the conversion rate will be determined based on the date on which the fundamental change becomes effective and the price per share in this offering may exceed the pro forma net tangible book value paid per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering pricecommon stock in such transaction. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject adjustment to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price conversion rate for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised notes converted in connection with sales under the sales agreement. The ordinary shares offered hereby a fundamental change may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels not adequately compensate you for any lost value of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number your notes as a result of shares sold in this offeringsuch transaction. In addition, if the price of our common stock in the transaction is greater than $50.00 per share or less than $7.50 per share (in each case, subject to adjustment), no adjustment will be made to the final determination by conversion rate. Moreover, in no event will the total number of shares of common stock issuable upon conversion exceed 133.3333 per $1,000 principal amount of notes, subject to adjustment. The enforceability of our board obligation to deliver the additional shares upon a fundamental change could be subject to general principles of directors reasonableness of economic remedies. There is no condition that a minimum principal amount of Outstanding Notes be exchanged. We may issue up to $200,000,000 aggregate principal amount of New Notes in exchange for Outstanding Notes (or any restrictions we may place in any applicable placement notice delivered up to Cantor$215,000,000 if our Board approves this amount); however, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell successfully negotiate or consummate Exchanges with any shares under or fully utilize the sales agreement other holders of Outstanding Notes. If we do not issue New Notes in Exchanges with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelinesholders other than you, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as there may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to no trading market for the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. ActualNew Notes.

RISK FACTORS. Investing in our ordinary shares securities may be speculative and involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed risk factor below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is those that are incorporated by reference in from our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, as well as the risks, uncertainties and additional all other information described in any applicable free writing prospectus and in the other documents contained or incorporated by reference in into this prospectus supplement. For a description of those reports and documents, the accompanying prospectus, and information about where you can find themany free writing prospectus, see “Where You Can Find More Information” and “Incorporation of Certain Documents as updated by Reference.” our subsequent filings under the Exchange Act. Additional risks and uncertainties not presently known to us or that we not presently consider to be immaterial deemed material by us may also impair our operations and performance. Each of the risk factors could subsequently materially and adversely affect our business, financial condition, condition and results of operations, business and prospects. If any of these risks actually occursIn such case, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause NAV and the trading price of our ordinary shares to securities could decline, resulting in a loss of and you may lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds If we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold sell common stock at a price of $5.22 discount to our net asset value per share, the last reported stockholders who do not participate in such sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution in an amount that may be material. The issuance or sale by us of $3.45 shares of our common stock at a price per share, representing after offering expenses and commission, that is a discount to net asset value poses a risk of dilution to our stockholders. In particular, stockholders who do not purchase additional shares at or below the difference between our pro forma as adjusted discounted price in proportion to their current ownership will experience an immediate decrease in net tangible book asset value per share (as well as in the aggregate net asset value of September 30their shares if they do not participate at all). These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we experience in our assets, 2020 after giving effect to this offering potential earning power and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that voting interests from such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to such sales may adversely affect the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such our common stock trades. For additional information about possible sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 NAV per share, which was the last reported sale price see “Sales of our ordinary shares Common Stock Below Net Asset Value” beginning on Nasdaq on January 12, 2021, for aggregate gross proceeds page S-16 of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and on page 40 of the accompanying prospectus. Actual.

RISK FACTORS. Investing in our ordinary shares common stock involves a high degree of risk. Before you decide to participate in You should consider carefully the offering, you should carefully consider following risks and uncertainties as well as the risks and uncertainties discussed below and under described in the caption section entitled “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, which is incorporated by reference in this prospectus supplement2019, as filed with the SEC on March 10, 2020, as well as in our subsequent Quarterly and Annual Reports filed with the risksSEC, uncertainties and additional which descriptions are incorporated in this prospectus by reference in their entirety, together with other information described in any applicable free writing prospectus and in this prospectus, the other documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with this prospectus supplementoffering. For a description of those reports These risks and documents, uncertainties are not the only risks and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” uncertainties we face. Additional risks and uncertainties not presently currently known to us, or that we presently consider to be immaterial could subsequently materially currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and adversely affect uncertainties actually occur, our business, financial condition, results of operations, business operations and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations cash flow could be seriously harmedmaterially and adversely affected. This could cause In that case, the trading price of our ordinary shares to decline, resulting in a loss of common stock could decline and you might lose all or part of your investment. Please also read You should carefully consider the section above entitled “Forward-Looking Statements.” following information about risks, together with the other information contained in this prospectus, before making an investment in our common stock. Risks Related to This Offering Management will have broad discretion as to the use of the proceeds from this Offering Our offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion application of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and could use them for working capital and general corporate purposespurposes other than those contemplated at the time of the offering. Our management will retain broad discretion over the may use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with for corporate purposes that may not improve our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, financial condition or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualmarket value.

RISK FACTORS. Investing in our ordinary shares common stock involves a high degree of risk. Before you decide making a decision to participate invest in the offeringour common stock, you should consider carefully consider the risks and uncertainties discussed below and described under the caption heading “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is contained or incorporated by reference in this prospectus supplementprospectus, as well as including the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents risk factors incorporated by reference herein from our most recent Annual Report on Form 10-K, as may be updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC. The risks described in this prospectus supplementthese documents are not the only ones we face. For There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could harm our future results. Past financial performance may not be a description reliable indicator of those reports and documentsfuture performance, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks historical trends should not presently known be used to anticipate results or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectstrends in future periods. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled below titled “Cautionary Statement Regarding Forward-Looking Statements.” Additional Risks Related to the Offering We have broad discretion in the use of the net proceeds from this Offering offering and may not use them effectively. Our management will have broad discretion over in the use application of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyincluding for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposestheir ultimate use may vary substantially from their currently intended use. Our management will have significant flexibility might not apply our net proceeds in applying ways that ultimately increase the value of your investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term, interest-bearing instruments, certificates of this offeringdeposit or direct or guaranteed obligations of the United States government or hold the net proceeds as cash. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do These investments may not yield a favorable returnreturn to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our management applies these proceeds stock price to decline. If you purchase our common stock in a manner that does not yield a significant returnthis offering, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You you may experience immediate and substantial dilution in the net tangible book value ordinary share that you purchase in the offeringof your shares. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 33,871,589 shares of our common stock are sold at a price of $5.22 4.41 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Global Select Market on January 12March 1, 20212022, for aggregate gross proceeds of up to approximately $28 million149,373,708, and after deducting commissions and estimated aggregate offering expenses payable by us, you will would experience immediate dilution of $3.45 0.29 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30December 31, 2020 2021 after giving effect to this offering and the assumed public offering price. The exercise of outstanding stock options will would result in further dilution of your investment. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. Because the sales of the shares offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. Future sales or issuances of our ordinary sharescommon stock in the public markets, or the perception of such sales, could depress the trading price of our common stock. The sale of a substantial number of shares of our common stock or other equity-related securities in the public markets, or the perception that such sales could occur, may cause could depress the prevailing market price of our ordinary shares common stock and impair our ability to decreaseraise capital through the sale of additional equity securities. We may sell large quantities of our common stock at any time pursuant to this prospectus or in one or more separate offerings. We cannot predict the effect, if any, effect that future issuances or sales of our securities, this offering common stock or the availability of our other equity-related securities for future issuance or sale, will would have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasiblecommon stock. It is not possible to predict the aggregate proceeds resulting from sales made actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice instruction to Xxxxxx Jefferies to sell shares of our common stock at any time throughout the term of the sales agreement. The number of shares shares, if any, that are sold through Cantor Jefferies after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any the limits we may set with Cantor Jefferies in any applicable placement notice instruction to sell shares, and the demand for our ordinary sharescommon stock during the sales period. Because the price per share of each share sold pursuant to the sales agreement sold, if any, will fluctuate over timeduring this offering, it is not currently possible to predict the aggregate number of shares that will be sold or the gross proceeds to be raised in connection with sales under the sales agreementthose sales. The ordinary shares common stock offered hereby may will be sold in “at-the-market” at the market offerings”, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no predetermined minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing in our ordinary shares of common stock involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider the risks risks, uncertainties and uncertainties discussed below and under the caption “Item 3. Key Information— D. Risk Factors” other factors described in our 2019 annual reportmost recent Annual Report on Form 10-K, which is as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will filed with the Securities and Exchange Commission, and in other documents incorporated by reference to our filings with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and all other information contained or incorporated by reference in this prospectus supplementsupplement and the accompanying base prospectus, as well as including our consolidated financial statements and the risksrelated notes, uncertainties and additional information described before investing in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectscommon stock. If any of these risks actually occursmaterialize, our business, business prospects, financial condition or results of operations could be seriously materially harmed. This could cause In that case, the trading price of our ordinary shares to common stock could decline, resulting in a loss and you may lose some or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. If any of these risks were to occur, our business, financial condition, or results of operations would likely suffer. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this This Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyyou may not agree with how we use the proceeds, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesthe proceeds may not be invested successfully. Our management will have significant flexibility in applying broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing Accordingly, you will be relying on the judgment of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesreturn for Pacific Ethanol. You may experience immediate and substantial future dilution as a result of future equity offerings. In order to raise additional capital, we may in the book value ordinary share future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that you purchase in may not be the offering. The offering same as the price per share in this offering. We may sell shares or other securities in any other offering may exceed the pro forma net tangible book value at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our ordinary shares outstanding prior to common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per shareIn addition, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will and warrants or the conversion of outstanding shares of our Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock, could result in further dilution of your investment. See “Dilution” for Sales of a more detailed illustration significant number of the dilution you would incur if you participate in this offering. Future sales shares of our ordinary sharescommon stock in the public markets, or the perception that such sales could occur, may cause could depress the prevailing market price of our ordinary common stock. Sales of a substantial number of shares of our common stock in the public markets could depress the market price of our common stock and impair our ability to decreaseraise capital through the sale of additional equity securities. We cannot predict the effect, if any, effect that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will common stock would have on the market price of our ordinary sharescommon stock. Subject We do not intend to pay any cash dividends on our common stock in the completion foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock. We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock. The shares of common stock offered under this offeringprospectus supplement and the accompanying base prospectus may be sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares under this prospectus supplement and the accompanying base prospectus at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience declines in the value of their shares as a result of share sales made at prices lower than the prices they paid. The actual number of shares we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement sales notice to Xxxxxx Xxxxxxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor by Xxxxxxxxxx after delivering we deliver a placement sales notice will fluctuate based on a number of factors, including the market price of our ordinary shares the common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary sharesXxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares, if any, that will ultimately be issued You will suffer immediate and substantial dilution in the net tangible book value per share of the common stock that you purchase in this offering. The shares sold in this offering, if any, will be sold from time to time at various prices; however, the assumed public offering price of our common stock is substantially higher than the as-adjusted net tangible book value per share of our common stock. Therefore, investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the as-adjusted net tangible book value per share after this offering. Assuming that an aggregate of 7,389,162 shares of our common stock are sold at an assumed public offering price of $4.06 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on August 12, 2020, for aggregate gross proceeds of $30,000,000, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will experience immediate dilution of $0.29 per share, representing the difference between the assumed public offering price and our as adjusted net tangible book value per share after giving effect to this offering. See “Dilution” for a more detailed discussion of the dilution you would incur if you purchase common stock in this offering. USE OF PROCEEDS From time to time, we may sell shares of our common stock pursuant to the sales agreement will fluctuate over timewith Xxxxxxxxxx, it is not currently possible to predict the which may result in aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales gross proceeds of up to $28,000,000 from time to time30,000,000, or approximately $29,025,000 in proceeds net of Xxxxxxxxxx’x fee and other offering expenses payable by the Company. Because there is no minimum offering amount required of shares of our common stock that must be sold pursuant to the our sales agreement with CantorXxxxxxxxxx, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell of our common stock sold and aggregate net proceeds to us are not presently determinable and may be substantially less than the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financingamounts set forth above. We currently intend to use the net proceeds from the sales of shares pursuant to this offering to further develop our and our subsidiaries’ product pipelinesfor general corporate purposes, to further enhance and expand our CPB platform and for including working capital and general corporate purposescapital expenditures. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purposeHowever, we may invest use up to $20,000,000 of the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum for the reduction of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to indebtedness under the following credit facilities (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3the term loan credit facility entered into by our subsidiary, 2020Pacific Ethanol Pekin, LLC, or PE Pekin, with Compeer Financial, PCA, or Compeer, which matures on August 20, 2021 and bears interest at a rate per annum equal to the November Registered Direct Offering30-day LIBOR plus 3.75%, (ii) the revolving credit facility entered into by PE Pekin with Compeer, which matures on February 1, 2022 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%, (iii) the term loan credit facility entered into by our subsidiary, Illinois Corn Processing, LLC, or ICP, with Compeer, which matures on September 1, 2021 and bears interest at a rate per annum equal to the 30-day LIBOR plus 3.75%, and (iiiv) exercise of options to purchase 42,762 ordinary shares; the revolving credit facility entered into by ICP with Compeer, which matures on September 1, 2021 and • on bears interest at a pro forma as adjusted basis to give effect rate per annum equal to the sale of 5,363,984 ordinary shares 30-day LIBOR plus 3.75%. DIVIDEND POLICY We have never paid cash dividends on our common stock and do not intend to pay cash dividends on our common stock in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price foreseeable future. We anticipate that we will retain any earnings for use in the continued development of our ordinary shares business. Our current and future debt financing arrangements may limit or prevent cash distributions from our subsidiaries to us, depending upon the achievement of certain financial and other operating conditions and our ability to properly service our debt, thereby limiting or preventing us from paying cash dividends on Nasdaq on January 12our common stock. In addition, 2021the holders of our outstanding Series B Preferred Stock are entitled to dividends of 7% per annum, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualpayable quarterly.

RISK FACTORS. Investing in our ordinary shares common stock involves a high degree of risk. Before you decide deciding whether to participate invest in the offeringour common stock, you should consider carefully consider the risks and uncertainties discussed described below and under the caption heading “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportQuarterly Report on Form 10-Q for the period ended March 31, 2016, which is are incorporated by reference in into this prospectus supplementin their entirety, as well as updated or superseded by the risks, risks and uncertainties and additional information described in any applicable free writing prospectus and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus, together with the other information in this prospectus, the documents incorporated by reference and any free writing prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be immaterial material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could subsequently materially have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and adversely affect our financial condition, historical trends should not be used to anticipate results of operations, business and prospectsor trends in future periods. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled below titled “Forward-Looking Statements.” Additional Risks Related to This Offering Management will have broad discretion as to the use of the proceeds from this Offering Our offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion over as to the use application of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying may use the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in for corporate purposes that may not improve our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, financial condition or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesvalue. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 8,598,452 shares of our common stock are sold at a price of $5.22 11.63 per share, the last reported sale price of our ordinary shares common stock on Nasdaq the NASDAQ Global Select Market on January 12May 6, 20212016, for aggregate gross proceeds of up to approximately $28 100 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 7.56 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30March 31, 2020 2016 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and warrants will result in further dilution of your investment. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing in our ordinary shares common stock involves a high degree of risk. Before you decide deciding whether to participate invest in the offeringour common stock, you should consider carefully consider the risks and uncertainties discussed below and under the caption “Item 3described below. Key Information— D. Risk Factors” in our 2019 annual report, which is incorporated by reference in this prospectus supplement, as well as You should also consider the risks, uncertainties and additional information described assumptions discussed under the heading “Risk Factors” included in any applicable free writing prospectus our most recent annual report on Form 10-K, as revised or supplemented by our most recent quarterly report on Form 10-Q, each of which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. There may be other documents incorporated by reference in this prospectus supplement. For a description of those reports and documentsunknown or unpredictable economic, and information about where you can find thembusiness, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known competitive, regulatory or other factors that we presently consider to be immaterial could subsequently materially and adversely affect have material adverse effects on our financial condition, results of operations, business and prospectsfuture results. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above below entitled “Special Note Regarding Forward-Looking Statements.” Risks Related to this This Offering and Our management Common Stock We will have broad discretion over in the use of the net proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceedsuse them effectively. We currently intend to use the net proceeds from of this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and offering for working capital and general corporate purposes. Our management , as further described in the section of this prospectus supplement entitled “Use of Proceeds.” We will have significant flexibility broad discretion in applying the application of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in failure by our operations and our research and development efforts. We might management to apply these funds effectively could harm our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in ways with which you do not agreeshort-term, or in ways that do interest- bearing instruments. These investments may not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant , or any return, if any, on to us or our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesstockholders. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 1,817,447 shares of our common stock are sold during the term of the Equity Distribution Agreement with Xxxxx Xxxxxxx at a price of $5.22 12.38 per share, the last reported sale price of our ordinary shares common stock on Nasdaq on January 12August 27, 20212019, for aggregate gross proceeds of up to approximately $28 22.5 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 8.77 per share, representing the difference between the assumed offering price and our pro forma as adjusted net tangible book value per share as of September June 30, 2020 2019 after giving effect to this offering and the assumed offering priceoffering. The exercise of outstanding stock options will and vesting of other stock awards may result in further dilution of your investment. See the section entitled “Dilution” appearing elsewhere in this prospectus supplement for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales The actual number of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementEquity Distribution Agreement with Xxxxx Xxxxxxx, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement Equity Distribution Agreement with Xxxxx Xxxxxxx and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx Xxxxx Xxxxxxx at any time throughout the term of the sales agreementEquity Distribution Agreement. The number of shares that are sold through Cantor by Xxxxx Xxxxxxx after delivering a placement notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Xxxxx Xxxxxxx. You may experience future dilution as a number result of factorsfuture equity offerings. In order to raise additional capital, including we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We do not intend to pay dividends on our common stock, so any returns will be limited to the value of our common stock. We currently anticipate that we will retain any future earnings to finance the continued development, operation and expansion of our business. As a result, we do not anticipate declaring or paying any cash dividends or other distributions in the foreseeable future. Further, if we were to enter into a credit facility or issue debt securities or preferred stock in the future, we may become contractually restricted from paying dividends. If we do not pay dividends, our common stock may be less valuable because stockholders must rely on sales of their common stock after price appreciation, which may never occur, to realize any gains on their investment. The sale of our common stock in this offering and any future sales of our common stock may depress our stock price and our ability to raise funds in new stock offerings. Sales of our common stock in this offering and the public market following this offering could lower the market price of our ordinary shares during the sales period, any limits we common stock. Sales may set with Cantor in any applicable placement notice and the demand also make it more difficult for our ordinary shares. Because the price per share of each share sold pursuant us to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “atsell equity securities or equity-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline related securities in the value of the shares they purchase in this offering as future at a result of sales made time and price that our management deems acceptable, or at prices lower than the prices they paidall. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto documents incorporated by reference into this prospectus supplement and the accompanying prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about Fulgent. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “possible,” “should” and similar words or expressions are intended to identify forward looking statements although not all forward-looking statements contain these identifying words. These forward- looking statements include statements about, among other things: • developments, projections and trends relating to us, our competitors and our industry; • our strategic plans for our business; • our operating performance, including our ability to achieve equal or higher levels of revenue, stabilize the historical fluctuations in our performance and achieve or grow profitability; • the rate and degree of market acceptance and adoption of our tests and genetic testing generally and other anticipated trends in our industry; • our ability to remain competitive, particularly if the genetic testing market continues to expand and competition becomes more acute; • our ability to continue to expand the number of genes covered by our tests and introduce other improvements to our tests; • our continued ability to offer affordable pricing for our tests, in spite of recent price degradation in our industry, and our ability to maintain the low internal costs of our business model and record acceptable margins on our sales; • our ability to strengthen our existing base of hospital and medical institution customers by maintaining or increasing demand from these customers; • our ability to grow and diversify our customer base, including our plans to target new institutional and individual customer groups; • our reliance on a limited number of suppliers and ability to adapt to possible disruptions in their operations; • our use of our sole laboratory facility and ability to adapt in the event it is damaged or rendered inoperable; • the level of success of our efforts to increase our global presence, including strengthening relationships with existing and new international customers and establishing other types of arrangements, including our joint venture in the People’s Republic of China, or PRC, or other international joint venture or distributor relationships we may pursue; • the impact on our business of our recent investments in building and restructuring our sales and marketing strategies and teams, and our plans for future sales and marketing efforts; • advancements in technology by us and our competitors; • our use of technology and ability to prevent security breaches, loss of data and other disruptions; • our ability to effectively manage any growth we may experience, including expanding our infrastructure, developing increased efficiencies in our operations and hiring additional skilled personnel in order to support any such growth; • developments with respect to U.S. and foreign regulations applicable to our business, and our ability to comply with these regulations; • our ability to prevent errors in interpreting the results of our tests so as to avoid product liability and professional liability claims; • our ability to obtain and maintain coverage and adequate reimbursement for our tests and to manage the complexity of billing and collecting such reimbursement; • the state of the U.S. and foreign healthcare markets, including the role of governments in the healthcare industry generally and pressures or incentives to reduce healthcare costs while expanding individual benefits, as well as the impact of general uncertainty in the U.S. healthcare regulatory environment following the results of the 2016 U.S. presidential election; • our ability to attract, retain and motivate key scientific and management personnel; • our expectations regarding our ability to obtain and maintain protection of our trade secrets and other intellectual property rights and not infringe the rights of others; • our expectations regarding our future expense levels and our ability to appropriately forecast and plan our expenses; • our expectations regarding our future capital requirements and our ability to obtain additional capital if and when needed; and • the impact of the above factors and other future events on the market price of our common stock. These forward-looking statements are subject to a number of risks and uncertainties, including, among others under the heading “Risk Factors” contained in this prospectus, any related free writing prospectus, and in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. ActualMoreover, we operate in a competitive and rapidly evolving industry and new risks emerge from time to time. It is not possible for us to predict all of the risks we may face, nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. In light of these risks and uncertainties, the forward- looking events and circumstances described in this report may not occur, and actual results could differ materially and adversely from those described in or implied by any forward-looking statements we make. Although we have based our forward-looking statements on assumptions and expectations we believe are reasonable, we cannot guarantee future results, levels of activity, performance or achievements or other future events. As a result, forward-looking statements should not be relied on or viewed as predictions of future events, and this report should be read with the understanding that our actual future results, levels of activity, performance and achievements or other future events may be materially different than what we currently expect. The forward-looking statements in this prospectus supplement and accompanying prospectus speak only as of the date of those documents, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. We qualify all of our forward-looking statements by this cautionary note.

RISK FACTORS. Investing Your investment in shares of our ordinary shares common stock involves a high degree of risksubstantial risks. Before you decide to participate in the offeringIn consultation with your own financial and legal advisers, you should carefully consider consider, among other matters, the risks and uncertainties discussed below and under factors set forth below, in the caption “Item 3. Key Information— D. Risk Factors” accompanying prospectus, in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, 2021, and other information that we file from time to time with the SEC, which is are incorporated by reference in into this prospectus supplementsupplement and the accompanying prospectus, as well as before deciding whether an investment in shares of our common stock is suitable for you. If any of the risks, uncertainties and additional information described risks contained in any applicable free writing prospectus and in the other documents or incorporated by reference in into this prospectus supplement. For a description of those reports and documentssupplement or the accompanying prospectus develop into actual events, and information about where you can find themour business, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, liquidity, results of operations, business and prospects. If any of these risks actually occursFFO, our business, business prospects, financial condition or results ability to make cash distributions to holders of operations our common stock and prospects could be seriously harmed. This could cause materially and adversely affected, the trading market price of our ordinary shares to decline, resulting in a loss of common stock could decline and you may lose all or part of your investment. Please also read carefully In addition, new risks may emerge at any time and we cannot predict such risks or estimate the section above entitled extent to which they may affect our financial performance. Some statements in this prospectus supplement, including statements in the following risk factors, constitute forward-looking statements. See the “Forward-Looking Statements.” Risks Related to sections in this Offering prospectus supplement and in the accompanying prospectus. Our management will have broad discretion over in the use of the net proceeds we receive from this offering and may invest or spend allocate the net proceeds of from this offering in ways that you and other stockholders may not approve. Our management will have broad discretion in the use of the net proceeds, including but not limited to any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used in ways with which you may not agree with or in ways which may not yield a significant return, if any, on otherwise be considered appropriate. Because of the number and variability of factors that will determine our investment use of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offeringtheir ultimate use may vary substantially from their currently intended use. The actual amounts and timing failure of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop these funds effectively could harm our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesbusiness. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purposePending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. The number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our common stock. We cannot predict whether future issuances or sales of our common stock or the availability of shares for resale in the open market will decrease the per share trading price of our common stock. The issuance of substantial numbers of shares of our common stock in the public market or the perception that such issuances might occur, the exchange of OP units, for shares of common stock, the issuance of our common stock or OP units in connection with future property, portfolio or business acquisitions and other issuances of our common stock could have an adverse effect on the per share trading price of our common stock. In addition, future issuances of our common stock may be dilutive to existing stockholders. We may be unable to invest a significant portion of the net proceeds of this offering on acceptable terms. Delays in investing the net proceeds of this offering may impair our performance. We cannot assure you that we will be able to identify properties that meet our investment objectives or that any investment we make will produce a positive return. We may be unable to invest the net proceeds of this offering on acceptable terms within the time period that we anticipate or at all, which could adversely affect our financial condition and operating results. You may experience dilution as a result of this offering, which may adversely affect the per share trading price of our common stock. This offering may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our common stock and the receipt of the expected net proceeds. The actual amount of dilution from this “at the market offering,” or from any future sale of common pursuant to this offering, will be based on numerous factors, particularly the use of proceeds and any return generated thereby, and cannot be determined at this time. The per share trading price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in connection with this offering, or otherwise, or as a result of the perception or expectation that such sales could occur. Holders of our senior common stock and preferred stock and future holders of any securities ranking senior to our common stock have dividend and/or liquidation rights that are senior to the rights of the holders of our common stock. Additional issuances of securities senior to our common stock may negatively impact the value of our common stock and further restrict the ability of holders of our common stock to receive dividends and/or liquidation rights. Our capital structure includes senior common stock, which is a separate class of our capital stock that has priority over listed common stock with respect to the payment of distributions. However, it is junior to our Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock with respect to the payment of distributions. Shares of our senior common stock are not listed or traded on a national securities exchange. Holders of shares of senior common stock have the right, but not the obligation, following the fifth anniversary of the issuance of such shares to exchange any or all of such shares of senior common stock for shares of our listed common stock. Furthermore, in the event of our liquidation, each share of senior common stock will be automatically converted to a number of shares of our listed common stock in accordance with the applicable exchange ratio. Therefore, senior common stock will rank pari passu with our investment policylisted common stock upon a liquidation, dissolution or winding up of the Company. We have also entered into an At-the-Market Equity Offering Sales Agreement for the sale of up to $100 million of our Series E Preferred Stock, which is senior to the rights of holders of our common stock. If we were to issue a significant amount of shares of our Series E Preferred Stock under that agreement, it could negatively impact the value of our common stock and further restrict the ability of holders of our common stock to receive dividends and/or liquidation rights. In the future, we may attempt to increase our capital resources by making additional offerings of equity securities or issue debt securities. Upon liquidation, holders of our preferred stock, holders of our debt securities, if any, and lenders with respect to other borrowings, including our line of credit, would receive a distribution of our available assets in full prior to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our common stockholders bear the risk of our future offerings reducing the per share trading price of our common stock and diluting their interest in us. USE OF PROCEEDS Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by transactions that are deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, by means of ordinary brokers’ transactions that qualify for delivery of a prospectus to Nasdaq in accordance with Rule 153 under the Securities Act or such other sales as may be amended from agreed by us and the Sales Agents, at market prices prevailing at the time of sale, at prices related to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securitiesprevailing market prices or at other negotiated prices. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering There is no guarantee that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price there will be any sales of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference common stock pursuant to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. ActualActual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive may be more or less than the amount of net proceeds estimated in this prospectus supplement. However, assuming we sell all of the shares of common stock covered by the Sales Agreement, we estimate that the total expenses of the offering payable by us, excluding discounts, commissions and reimbursements to the Sales Agents under the Sales Agreement, will be approximately $125,000 which includes our legal, accounting and printing costs and various other fees associated with the offering. We currently intend to use the net proceeds of the offering to fund pending and future acquisitions, through the Operating Partnership, of real property or capital expenditures and/or improvements to properties in our portfolio, in the ordinary course of our business and in accordance with our investment objectives. We may also use a portion of the proceeds from this offering to pay down our Credit Facility and for other general corporate purposes. As of December 31, 2021 there was $258.6 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 2.00%, and $19.5 million outstanding under letters of credit, at a weighted average interest rate of 1.90%. As of February 15, 2022, the maximum additional amount we could draw under the Credit Facility was $24.8 million. We were in compliance with all covenants under the Credit Facility as of December 31, 2021. PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) We have previously entered into the Sales Agreement on December 3, 2019, as amended on February 22, 2022, under which we may issue and sell our shares of common stock from time to time through the Sales Agents. Pursuant to this prospectus supplement and the accompanying prospectus, we may offer and sell up to $63.0 million of our common stock through the Sales Agents. Sales of our shares, if any, under this prospectus supplement and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through Nasdaq or any other existing trading market for our common stock. This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement has been filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into this prospectus supplement. The Sales Agents will offer shares of common stock subject to the terms and conditions of the Sales Agreement on any trading day or as otherwise agreed upon by us and the Sales Agents. We will designate the maximum amount and minimum price of shares of common stock to be sold through the Sales Agents on a daily basis or otherwise determine such amounts together with the Sales Agents. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell on our behalf the shares of common stock. We may instruct the Sales Agents not to sell shares of common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We may only instruct one Sales Agent to sell shares of common stock on any single given day. We or the Sales Agents may suspend the offering of shares of common stock being made through the Sales Agents under the Sales Agreement upon proper notice to the other party. The Sales Agents will receive from us a commission of up to 2.0% of the gross sales price per common share for any shares of common stock sold under the Sales Agreement. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such shares of common stock. The Sales Agents will provide written confirmation to us following the close of trading on Nasdaq each day in which shares of common stock are sold by any Sales Agent for us under the Sales Agreement. Each confirmation will include the number of shares of common stock sold on that day, the gross sales price per share, the net proceeds to us, and the compensation payable by us to the Sales Agents. Settlement for sales of shares of common stock will occur, unless the parties agree otherwise, on the second business day that is also a trading day following the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. In connection with the sale of the shares of common stock on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to each of the Sales Agents will be deemed to be underwriting commissions or discounts. We have agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. We estimate that the total expenses of the offering payable by us, excluding discounts and commissions payable to the Sales Agents under the Sales Agreement, will be approximately $125,000. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all of the shares of common stock subject to the Sales Agreement and (2) the termination of the Sales Agreement by the Sales Agents or us. The Sales Agents have from time to time provided, and in the future may provide, certain commercial banking, investment banking and financial advisory services to us and our affiliates, for which they have received, and in the future will receive, customary fees. In particular, an affiliate of Fifth Third Securities, Inc. is currently a lender under our Credit Facility, and Xxxxxx X. Xxxxx & Co. Incorporated will pay a referral fee to an affiliate of The Huntington National Bank, one of the lenders under the Credit Facility, in connection with this offering. We may use a portion of the proceeds from this offering to pay down the Credit Facility as further described in “Use of Proceeds.” Accordingly, this offering will be conducted in accordance with FINRA Rule 5121(a)(1)(B), since our common shares have a bona fide public market, as defined by FINRA Rule 5121(f)(3). To the extent required by Regulation M, the Sales Agents will not engage in any market making activities involving our common shares while the offering is ongoing under this prospectus supplement. LEGAL MATTERS Certain legal matters and certain federal income tax matters will be passed upon for us by Bass, Xxxxx & Xxxx PLC, Nashville, Tennessee. Certain matters of Maryland law, including the validity of the common stock to be issued in connection with this offering, will be passed upon for us by Xxxxxxx LLP, Baltimore, Maryland. The Sales Agents are being represented in connection with this offering by Xxxxxx LLP, New York, New York. Bass, Xxxxx & Xxxx PLC and Xxxxxx LLP may rely as to certain matters of Maryland law upon the opinion of Xxxxxxx LLP.

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree of risk. Before you decide deciding whether to participate invest in the offeringour common stock, you should carefully consider the risks and uncertainties discussed described below and those discussed under the caption Section captioned “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by our subsequent filings under the Exchange Act, which is are incorporated by reference in this prospectus supplement and the accompanying prospectus, together with other information in this prospectus supplement, as well as the risksaccompanying prospectus, uncertainties the information and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports herein and documentstherein, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or in any free writing prospectus that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectshave authorized for use in connection with this offering. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to This Offering Management will have broad discretion as to the use of the proceeds from this Offering offering, and we may not use the proceeds effectively. Our management will have broad discretion over with respect to the use of proceeds of this offering, including for any of the proceeds we receive from purposes described in the section of this offering and may invest or spend prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds of this offering offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways with which that you may do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could harm our business, delay the development of our product candidates and cause the price of our common stock to decline. You will experience immediate dilution in ways which may not yield a significant return, if any, on our investment the book value per share of these net proceedsthe common stock purchased in the offering. We intend to use the net proceeds from The shares sold in this offering, if any, will be sold from time to further develop our and our subsidiaries’ product pipelinestime at various prices. However, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying we expect that the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market offering price of our ordinary shares. You may experience immediate and substantial dilution in common stock will be substantially higher than the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offeringcommon stock. Assuming that an aggregate of 5,363,984 4,232,804 shares of our common stock are sold at a an offering price of $5.22 9.45 per share, the last reported sale price of our ordinary shares common stock on The Nasdaq Capital Market on January 12December 28, 20212017, for aggregate gross proceeds of up to approximately $28 million40,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, us you will experience immediate dilution of $3.45 7.69 per share, share representing the difference between our the pro forma as adjusted net tangible book value of $1.76 per share of our common stock as of September 30, 2020 2017 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will and warrants may result in further dilution of your investment. See section titled “Dilution” below for a more detailed illustration discussion of the dilution you would will incur if you participate purchase shares in this offering. Future sales Issuances of our ordinary sharesshares of common stock or securities convertible into or exercisable for shares of common stock following this offering, or as well as the perception that such sales could occurexercise of options and warrants outstanding, will dilute your ownership interests and may cause adversely affect the prevailing future market price of our ordinary shares common stock. As a development stage company we will need additional capital to decreasefund the development and commercialization of our product candidates. We cannot predict may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements, which may cause your ownership interest to be diluted. In addition, we have a significant number of options and warrants to purchase shares or our common stock outstanding. If these securities are exercised, you may incur further dilution. Moreover, to the effectextent that we issue additional options or warrants to purchase, if anyor securities convertible into or exchangeable for, that future issuances or sales shares of our securitiescommon stock in the future and those options, warrants or other securities are exercised, converted or exchanged, shareholders may experience further dilution. A substantial number of shares of common stock may be sold in the market following this offering, which may depress the market price for our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering or the availability of our securities for future issuance or sale, will have on could cause the market price of our ordinary sharescommon stock to decline. Subject to the completion of this offering, we will have issued a A substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term majority of the sales agreement. The number of outstanding shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales periodcommon stock are, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share shares of each share common stock sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times upon issuance will likely pay different pricesbe, and accordingly may experience different levels freely tradable without restriction or further registration under the Securities Act of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy1933, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualamended.

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree of risk. Before you decide deciding whether to participate invest in the offeringour common stock, you should consider carefully consider the risks and uncertainties discussed described below and discussed under the caption section captioned “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportmost recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which is are incorporated by reference into this prospectus supplement and the accompanying prospectus, together with other information in this prospectus supplement, as well as the risksaccompanying prospectus, uncertainties and the additional information described and documents incorporated by reference, and in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectshave authorized for use in connection with this offering. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and Management may invest or spend the net proceeds of this offering in ways with which you may not agree or and in ways which that may not yield a significant return, if any, on return to our investment of these net proceedsstockholders. We intend will retain broad discretion over the use of the net proceeds from this offering. We expect to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and offering for working capital and general corporate purposes. Our management ; however, a number of variables will have significant flexibility in applying influence our actual use of the net proceeds from this offering, and our actual uses of the net proceeds of this offeringoffering may vary substantially from our currently planned uses. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including Management could choose to spend the amount of cash used in our operations and our research and development efforts. We might apply these net proceeds from this offering in ways with in which you do stockholders may not agreedeem desirable, or in ways that do not yield a favorable return. If improve our management applies these proceeds operating results or result in a manner that does not yield a significant return, if any, on return or any return at all for our investment of these net proceeds, it stockholders. New investors in our common stock could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share in this offering may exceed of our common stock could be substantially higher than what the pro forma net tangible book value per share of our ordinary shares outstanding prior to this common stock is at the time of any offering. Assuming that an aggregate of 5,363,984 shares are sold at As a price of $5.22 per shareresult, the last reported sale price investors of our ordinary shares on Nasdaq on January 12common stock in this offering could incur immediate and substantial dilution. You may experience future dilution as a result of future equity offerings and other issuances of our common stock or other securities. In addition, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price. The exercise In order to raise additional capital, we may in the future offer additional shares of outstanding our common stock options will result in further dilution of your investment. See “Dilution” or other securities convertible into or exchangeable for a more detailed illustration of our common stock at prices that may not be the dilution you would incur if you participate same as the prices at which we sell shares in this offering. Future We may sell shares or other securities in any other offering at prices per share that are less than those paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the prices paid by investors in this offering. In addition, the sale of shares in this offering and any future sales of a substantial number of shares of our ordinary sharescommon stock in the public market, or the perception that such sales could may occur, may cause could adversely affect the prevailing market price of our ordinary shares to decreasecommon stock. We cannot predict the effect, if any, that future issuances or market sales of our securities, this offering those shares of common stock or the availability of our securities those shares of common stock for future issuance or sale, sale will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualcommon stock.

RISK FACTORS. Investing in our ordinary shares common stock involves a high degree of risk. Before you decide to participate in the offeringmaking an investment decision, you should carefully consider the risks and uncertainties discussed risk factors described below and under the caption risks described beginning on page 3 of the accompanying prospectus and in the section entitled “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, 2020, which is incorporated herein by reference, together with all of the other information included or incorporated by reference in this prospectus supplement, as well as supplement and the risks, uncertainties and additional information accompanying prospectus. Any of these risks described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our business, financial condition, results of operations, tax status or ability to make distributions to our stockholders. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business and prospectsoperations. If any of these risks actually occursthis were to happen, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares to decline, resulting in common stock could decline significantly and you could lose a loss of part or all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over The market price for our common stock may be volatile. The price at which the use shares of our common stock may be sold in the proceeds we receive from public market after they are purchased pursuant to this offering prospectus supplement may be lower than the price at which they are sold through or by a sales agent. The market price of our shares of common stock may be volatile and may invest or spend the proceeds of this offering be subject to wide fluctuations. Fluctuations in ways with which you our stock price may not agree reflect our historical financial performance and condition and prospects. Our stock price may fluctuate as a result of factors that are beyond our control or in ways which may not yield a significant returnunrelated to our historical financial performance, if any, on our investment of these net proceedscondition and prospects. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which cannot assure you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution shares of common stock will not be volatile or fluctuate or decline significantly in the book value ordinary share future. In addition, the stock market in general can experience considerable price and volume fluctuations that you purchase in the offeringmay be unrelated to our historical performance, condition and prospects. The offering price per share in this offering may exceed the pro forma net tangible book value per share Sales of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, common stock may depress the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up common stock and be dilutive to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales holders of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decreasecommon stock. We cannot predict the effect, if any, that future issuances or sales of our securitiescommon stock, this offering preferred stock, warrants or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock pursuant to the Sales Agreement, or the availability of our securities for future issuance or sale, will have on the market price of shares of our ordinary sharescommon stock. Subject Issuances or sales of substantial amounts of our common stock, preferred stock, warrants or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock pursuant to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwiseSales Agreement, or the perception that such issuances or sales could might occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including negatively impact the market price of our ordinary shares during common stock and the sales period, any limits terms upon which we may set obtain additional equity financing in the future. Preferred stock we issue will generally be senior to our common stock with Cantor in any applicable placement notice respect to dividends and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreementliquidation rights. The ordinary issuance of any additional shares offered hereby may of our common stock or securities convertible into or exchangeable for common stock or that represent the right to receive common stock, or the exercise of such securities, could be sold in “at-the-market” offeringssubstantially dilutive to holders of our common stock, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels including purchasers of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold common stock in this offering. In additionThe vesting of any restricted stock granted to directors, subject executive officers and other employees, and other issuances of our common stock could have an adverse effect on the market price of our common stock, and the existence of our common stock reserved for issuance under the Ready Capital Corporation 2012 Equity Incentive Plan may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. Risks Related to the final determination by our board Acquisition of directors Anworth Mortgage Asset Corporation, or any restrictions Anworth Following the acquisition of Anworth, we may place be unable to integrate Xxxxxxx’s business with our business successfully and realize the anticipated synergies and other expected benefits of the acquisition of Anworth on the anticipated timeframe or at all. We will be required to devote significant management attention and resources to the integration of Xxxxxxx’s business with our business. The potential difficulties we may encounter in the integration process include, but are not limited to, the following: • the inability to successfully combine our and Xxxxxxx’s businesses in a manner that permits us to achieve the cost savings anticipated to result from the acquisition of Anworth, which would result in the anticipated benefits of the acquisition of Anworth not being realized in the timeframe currently anticipated or at all; • the complexities of combining two companies with different histories and portfolio assets; • the difficulties or delays in redeploying the capital acquired in connection with the acquisition of Anworth into our target assets; • potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the acquisition of Anworth; and • performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations. For all these reasons, it is possible that the integration process could result in the distraction of our management team, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, policies and procedures, any applicable placement notice delivered of which could adversely affect our ability to Cantorgenerate attractive risk-adjusted returns, there is no minimum to maintain relationships with our key stakeholders and employees, to achieve the anticipated benefits of the acquisition of Anworth, or maximum sales price for shares could otherwise materially and adversely affect our business and financial results. Following the completion of the acquisition of Anworth, we will have a significant amount of indebtedness and will be exposed to be sold in this offering. Investors may experience risks associated with a decline in the market value of the shares they purchase portfolio of mortgage-backed securities and residential mortgage loans we acquired from Anworth, which could harm our ability to execute our business strategy. We have acquired Xxxxxxx’s leveraged portfolio of residential mortgage-backed securities and residential mortgage loans in this offering connection with the acquisition of Anworth and, as a result result, our leverage increased relative to prior levels. We have substantial indebtedness following completion of sales made at prices lower than the prices they paidacquisition of Anworth. DIVIDEND POLICY Since As part of our inceptionbusiness strategy following the completion of the acquisition of Anworth, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from manage the sale liquidation and runoff of securities under this prospectus supplement for use certain assets within the Anworth portfolio and repay certain indebtedness on the Anworth portfolio, and to redeploy the capital into opportunities in our business core SBC strategies and do other assets that we expect will generate attractive risk-adjusted returns and long-term earnings accretion. Possible market developments, including a sharp rise in interest rates, a change in prepayment rates, or increasing market concern about the value or liquidity of the portfolio of residential mortgage-backed securities and residential mortgage loans that we acquired upon the completion of the acquisition of Anworth, may reduce the market value of this portfolio. If this were to occur, we may not currently intend be able to pay cash dividends liquidate the Anworth portfolio on our ordinary shares. Dividends, if anyanticipated timeline, on attractive terms or at all, which may harm our outstanding ordinary shares will be declared by and subject ability to redeploy the discretion of capital into opportunities in our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions core SBC strategies and other factors assets that we expect will generate attractive risk-adjusted returns and long-term earnings accretion. Further, lenders may require us to pledge additional collateral to secure the borrowings on the Anworth portfolio, which could limit our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying ability to incur additional indebtedness and adversely impact our ability to comply with covenants under our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualfuture borrowings.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of riskrisks. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information other factors described in any applicable free writing prospectus our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC, and in the other documents which are incorporated by reference into this prospectus, including the risk factors and other information contained in or incorporated by reference into this prospectus supplementbefore investing in any of our securities. For a description of those reports and documentsOur business, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If cash flows or prospects could be materially adversely affected by any of these risks. The risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmedand uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that we may face. This could cause the trading price of our ordinary shares Risks Relating to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to Our Common Stock and this Offering Our management will We have broad discretion over as to the use of the proceeds we receive from this offering and may invest or spend not use the proceeds effectively. Our management will retain broad discretion as to the allocation of this offering the proceeds and may spend these proceeds in ways with in which you may not agree or agree. The failure of our management to apply these funds effectively could result in ways unfavorable returns and uncertainty about our prospects, each of which may not yield a significant return, if any, on could cause the price of our investment common stock to decline. If you purchase shares of these net proceeds. We intend to use the net proceeds from our common stock in this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management you will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience incur immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share in this offering of common stock being offered may exceed be higher than the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offeringcommon stock. Assuming that an aggregate of 5,363,984 36,363,636 shares of common stock are sold at a price of $5.22 8.25 per share, the last reported sale price of shares of our ordinary shares common stock on Nasdaq the NYSE on January 12August 3, 20212022, for aggregate gross proceeds of up to approximately $28 million300,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience new investors in this offering would incur immediate dilution of $3.45 5.05 per share. In addition, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 you may also experience additional dilution after giving effect to this offering and on any future equity issuances. To the assumed offering price. The exercise of outstanding stock options extent we issue equity securities, our stockholders will result in further dilution of your investmentexperience substantial additional dilution. See “Dilution” for a more detailed illustration additional information. The actual number of the dilution you would incur if you participate in this offering. Future sales shares of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, common stock we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementDistribution Agency Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement Distribution Agency Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx the Agents at any time throughout the term of the sales agreementDistribution Agency Agreement. The number of shares of common stock that are sold through Cantor by an Agent after delivering our delivery of a placement notice to such Agent will fluctuate based depend on a number of factors, including the market price of our ordinary the shares of common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary sharesAgents. Because the price per share of each share sold pursuant to will fluctuate based on the market price of shares of our common stock during the sales agreement will fluctuate over timeperiod, it is not currently possible at this stage to predict the aggregate proceeds to number of shares of common stock that will or may be raised in connection with sales under the sales agreementultimately issued. The ordinary shares of common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionof common stock sold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum per share sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering of common stock as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing An investment in our ordinary shares securities involves a high degree of riskrisks. Before We urge you decide to participate consider carefully the risks described below, and in the offeringdocuments incorporated by reference in this prospectus supplement and the accompanying prospectus, you should carefully consider the before making an investment decision, including those risks and uncertainties discussed below and identified under the caption “Item 3. Key Information— D. 1A. Risk Factors” in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference in this prospectus supplementsupplement and which may be amended, as well as supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, uncertainties and additional information described including those that relate to any particular securities we offer, may be included in any applicable a future prospectus supplement or free writing prospectus and in the other documents that we authorize from time to time, or that are incorporated by reference in into this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known supplement or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsthe accompanying prospectus in connection with this offering. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above below entitled “Special Note Regarding Forward-Looking Statements.” Risks Related to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $15.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyyou may not agree with how we use the proceeds, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesthe proceeds may not be invested successfully. Our management will have significant flexibility in applying broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing Accordingly, you will be relying on the judgment of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesreturn for us. You may experience immediate and substantial dilution in the book value ordinary per share that of the common stock you purchase in the offering. The public offering price per share in this offering may exceed the pro forma as adjusted net tangible book value per share of our ordinary shares outstanding prior common stock after giving effect to this offering. Assuming that an aggregate of 5,363,984 12,820,512 shares of our common stock are sold at a price of $5.22 1.17 per share, the last reported sale price of our ordinary shares common stock on Nasdaq The NASDAQ Capital Market on January 12July 22, 20212019, for aggregate gross proceeds of up to approximately $28 15.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 0.61 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30March 31, 2020 2019, after giving effect to this offering and the assumed public offering priceprice and after giving effect to the completion of our April 2019 offering. The exercise of outstanding warrants and stock options will result in further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales We will require additional capital funding, the receipt of which may impair the value of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decreasecommon stock. We cannot predict the effect, if any, that Our future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have capital requirements depend on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of many factors, including the market price of our ordinary shares during the research, development, sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment resultsmarketing activities. We will have discretion, subject need to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors raise additional capital through public or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum private equity or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared debt offerings or paid any cash through arrangements with strategic partners or other form of dividends on sources in order to continue to develop our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occurdrug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we will sell any shares under raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences or fully utilize the sales agreement with Cantor as a source of financingprivileges than our existing common stock. We currently do not intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth pay dividends in the following table should be read foreseeable future. We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualforeseeable future.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider review the risks and uncertainties discussed described below and under the caption section titled “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, 2021, and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as updated by our subsequent filings, which is are incorporated by reference in into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus supplement, as well as is a part. Each of the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial risk factors could subsequently materially and adversely affect our financial conditionbusiness, results of operations, business financial condition and prospects. If cash flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could might cause the trading price of our ordinary shares you to decline, resulting in a loss of lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. Please also read carefully the section above entitled below titled “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 4,900,000 shares of our common stock are sold at a price of $5.22 2.19 per share, the last reported sale price of our ordinary shares common stock on The Nasdaq Capital Market on January 1225, 20212023, for aggregate gross proceeds of up to approximately $28 10.7 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will would experience immediate dilution of $3.45 1.84 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 2022, after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investmentoffering. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales In addition, we have a significant number of stock options and warrants outstanding. To the extent that these have been or may be exercised, investors purchasing in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our ordinary sharescurrent or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders or result in downward pressure on the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decreasecommon stock. We cannot predict Because the effect, if any, that future issuances or sales of the shares offered hereby will be sold in “at the market offerings,” the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our securities, this offering or the availability of our securities for future issuance or saleexisting stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. Our management will have on broad discretion over the market price use of our ordinary sharesthe net proceeds from this offering, and you may not agree with how we use the proceeds, and we may not use the proceeds effectively. Subject Our management will have broad discretion with respect to the completion use of proceeds of this offering, we will have issued a substantial number including for any of ordinary shares. Any sales of such shares the purposes described in the public market section of this prospectus titled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds of this offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or otherwisethat do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, or delay the perception that such issuances or sales could occurdevelopment of our product candidates, could reduce and cause the prevailing market price for of our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasiblecommon stock to decline. It is not possible to predict the aggregate actual number of shares we will sell under the Sales Agreement, or the gross proceeds resulting from sales made under the sales agreementthose sales. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx the sales agent at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through Cantor the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor X. Xxxxx in any applicable placement notice and the demand for our ordinary sharescommon stock during the sales period. Because the price per share of each share sold pursuant to will fluctuate during the sales agreement will fluctuate over timeperiod, it is not currently possible to predict the aggregate gross proceeds to be raised in connection with sales under the sales agreementthose sales, if any. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so they may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since Future sales of our inceptioncommon stock, we or the perception that such future sales may occur, may cause our stock price to decline. Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, following this offering could cause the market price of our common stock to decline. A substantial majority of the outstanding shares of our common stock are, and the shares of common stock sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act. We have not never declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business capital stock and we do not anticipate paying dividends in the foreseeable future. Our business requires significant funding, and we currently intend to pay invest available funds and earnings in product development. Therefore, we do not anticipate paying any cash dividends on our ordinary sharescommon stock in the foreseeable future. DividendsWe currently plan to invest all available funds and future earnings in the development and growth of our business. As a result, capital appreciation, if any, on of our outstanding ordinary shares common stock will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a your sole source of financing. We currently intend to use potential gain for the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualforeseeable future.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of risk. Before you decide to participate investing in the offeringour securities, you should consider carefully consider the risks and uncertainties discussed below and under described below, together with the caption “Item 3. Key Information— D. Risk Factors” other information contained in our 2019 annual report, which is this prospectus supplement or incorporated by reference in this prospectus supplement, as well as including the risksrisks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, uncertainties and additional information described in any applicable free writing prospectus and in the other documents which are incorporated by reference herein in this prospectus supplementtheir entirety. For a description If any of those reports and documentsthe risks incorporated by reference herein or set forth below occur, and information about where you can find themour business, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business operations and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations future growth prospects could be seriously harmedmaterially and adversely affected. This could cause In these circumstances, the trading market price of our ordinary shares to common stock could decline, resulting in a loss of and you may lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over Because the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You common stock may experience immediate and substantial dilution in be substantially higher than the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offeringcommon stock, new investors may experience immediate and substantial dilution. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale The public offering price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate common stock in this offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing may be substantially higher than the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect our common stock outstanding prior to this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock you may experience immediate and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investmentsubstantial dilution. See the section entitled “Dilution” beginning on page S-10 of this prospectus supplement for a more detailed illustration discussion of the dilution you would may incur if you participate purchase common stock in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreementSale Agreement. Subject to certain limitations in the sales agreement Sale Agreement and compliance with applicable law, we have the discretion to deliver a placement an issuance notice to Xxxxxx the Agents at any time throughout the term of the sales agreementSale Agreement. The number of shares that are sold through Cantor the Agents after delivering a placement notice an issuance notice, if any, will fluctuate based on a number of factors, including the market price of shares of our ordinary shares common stock during the sales period, any the limits we may set with Cantor the Agents in any applicable placement issuance notice and the demand for shares of our ordinary sharescommon stock during the sales period. Because the price per share of each share of common stock sold pursuant to the sales agreement Sale Agreement will fluctuate over timeduring this offering, it is not currently possible to predict the number of shares of common stock that will be sold or the aggregate proceeds to be raised we will raise in connection with those sales under the Sale Agreement, and we may not sell any shares of common stock. Substantial future sales agreementor other issuances of our common stock could depress the market for our common stock. Sales of a substantial number of shares of our common stock, or the perception by the market that those sales could occur, could cause the market price of our common stock to decline or could make it more difficult for us to raise funds through the sale of equity in the future. Future issuances of our common stock or our other equity securities could further depress the market for our common stock. We expect to continue incurring costs associated with research and development with respect to our precision medicine platform, and general and administrative costs associated with our operations, and to satisfy our funding requirements, we may need to sell additional equity securities. The ordinary sale or the proposed sale of substantial amounts of our common stock or our other equity securities may adversely affect the market price of our common stock and our stock price may decline substantially. Our stockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon the sale of their shares. New equity securities issued may have greater rights, preferences or privileges than our existing common stock. Our common stock may become the target of “short squeezes.” In 2021, the securities of several companies have increasingly experienced significant and extreme volatility in stock price due to short sellers of shares offered hereby of their stock and buy-and-hold decisions of other investors, resulting in what is sometimes described as a “short squeeze.” Short squeezes have caused extreme volatility in the stock prices of those companies and in the market and have led to the price per share of some of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Sharp rises in a company’s stock price may be sold force traders in “at-the-market” offerings, and investors who a short position to buy shares at different times will likely pay different pricesthe stock to avoid even greater losses. Investors who purchase shares in this offering those companies at different times will likely pay different pricesan inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. Market activity suggests that we are currently the target of a short squeeze, and accordingly investors may experience different levels lose a significant portion or all of dilution and different outcomes in their investment resultsif they purchase our shares at a rate that is significantly disconnected from our underlying value. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline broad discretion in the value use of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds to us from this offering; we may not use the offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesproceeds that we receive effectively. Our management will retain have broad discretion over in the use application of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds to us from this offering offering, including for any of the purposes described in accordance with the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our investment policyuse of the net proceeds to us from this offering, as their ultimate use may be amended vary from time to time, which their currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000intended use. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference failure by our management to apply these funds effectively could harm our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualbusiness.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of risk. Before you decide to participate in the offering, you You should carefully consider review the risks and uncertainties discussed described below and under the caption section entitled “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportmost recent Annual Report on Form 20-F, which is as updated by our subsequent reports and documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus, before deciding whether to purchase any of our ADSs in this prospectus supplementoffering. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the risks, uncertainties and additional information described value of an investment in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documentsour ADSs, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation the occurrence of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could might cause the trading price of our ordinary shares you to decline, resulting in a loss of lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. Please also read carefully the section above below entitled “Special Note Regarding Forward-Looking Statements.” Risks Related to this This Offering Our management will have broad discretion over might apply the use of the net proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may do not agree or and in ways which that may impair the value of your investment. Because we have not yield a significant returndesignated the amount of net proceeds from this offering to be used for any particular purpose, if any, on our investment management will have broad discretion as to the application of these the net proceedsproceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes, including research and development and capital expenditures. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If improve our management applies these proceeds in a manner that does not yield a significant returnfinancial condition or market value, if any, on our investment of these net proceeds, it which could compromise our ability to pursue our growth strategy and adversely affect the market price of our ordinary sharesADSs. You may experience immediate and substantial dilution in the book value ordinary share per ADS that you purchase in the offering. The offering price per share ADS in this offering may exceed the pro forma net tangible book value per share of our ordinary shares ADS outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares 7,142,857 of our ADSs are sold at a price of $5.22 14.00 per shareADS, the last reported sale price of our ordinary shares ADSs on the Nasdaq Global Select Market, or Nasdaq, on January 12September 17, 20212020, for aggregate gross proceeds of up to approximately $28 million100,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will would experience immediate dilution of $3.45 8.01 per shareADS, representing the difference between our pro forma as adjusted net tangible book value per share ADS as of September June 30, 2020 2020, after giving effect to this offering offering, and the assumed offering price. The exercise of outstanding stock share options will would result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate purchase ADSs in this offering. Future Because the sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, ADSs offered hereby will have on be made directly into the market price or in negotiated transactions, the prices at which we sell these ADS will vary and these variations may be significant. Purchasers of our ordinary shares. Subject to the completion of this offering, ADS we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary sharessell, as well as make our existing shareholders and holders of our ADSs, will experience significant dilution if we sell ADSs at prices significantly below the price at which they invested. You may experience future sales dilution as a result of future equity securities by us less attractive or even not feasibleofferings. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations To raise additional capital, we may in the sales agreement future offer additional ADSs or other securities convertible into or exchangeable for ADSs at prices that may not be the same as the price per ADS in this offering. We may sell ADSs or other securities in any other offering at a price per ADS that is less than the price per ADS paid by investors in this offering, and compliance with applicable law, we investors purchasing ADSs or other securities in the future could have the discretion rights superior to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreementexisting shareholders or ADS holders. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based price per ADS at which we sell additional ADSs, or securities convertible or exchangeable into ADSs, in future transactions may be higher or lower than the price per ADS paid by investors in this offering. We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on a number of factors, including the market price of our ordinary shares during and currently do not plan to pay any cash dividends in the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreementforeseeable future. The ordinary shares ADSs offered hereby may will be sold in “at-the-market” offerings, and investors who buy shares ADSs at different times will likely pay different prices. Investors who purchase shares participate in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionADSs sold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringsale price. Investors may experience a decline in the value of the shares they purchase in this offering their investment as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionThe actual number of ADSs we will issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion to deliver placement notices to Jefferies at any time throughout the term of our board the sales agreement. The number of directors. Even if our board of directors decides to distribute dividendsADSs that are sold by Jefferies after delivering a placement notice will fluctuate based on, among other things, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale market price of our ordinary shares on Nasdaq on January 12during the sales period and limits we set with Jefferies. Because the price of each ADS will fluctuate based on, 2021among other things, for aggregate gross proceeds the market price of $28,000,000. The information set forth in our ordinary shares during the following table should sales period, it is not possible at this stage to predict the number of ADSs that will be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualultimately issued.

RISK FACTORS. Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you You should consider carefully consider the risks and uncertainties discussed described below and discussed under the caption section captioned “Item 3. Key Information— D. Risk Factors” contained in our 2019 most recent annual reportreport on Form 10-K and quarterly report on Form 10-Q, as updated by our subsequent filings under the Exchange Act, each of which is incorporated by reference in this prospectus supplementin their entirety, as well as together with other information in this prospectus, and the risks, uncertainties information and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documentsprospectus, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or any free writing prospectus that we presently consider have authorized for use in connection with this offering before you make a decision to be immaterial could subsequently materially and adversely affect invest in our financial condition, results of operations, business and prospectscommon stock. If any of these risks the following events actually occursoccur, our business, business prospectsoperating results, prospects or financial condition or results of operations could be seriously harmedmaterially and adversely affected. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of decline and you may lose all or part of your investment. Please The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also read carefully the section above entitled “Forward-Looking Statements.” affect our business operations. Risks Related Relating to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment . Our management will have broad discretion over the use of these net proceedsproceeds from this offering. We intend to use the net proceeds from this offeringoffering for general corporate purposes, if anywhich may include, to further develop among other things, increasing our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesfunding research and development, commercial activities, and capital expenditures. Our management will have significant flexibility considerable discretion in applying the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds of this offeringare being used appropriately. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash net proceeds may be used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways for corporate purposes that do not yield a favorable return. If increase our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect operating results or enhance the market price value of our ordinary sharescommon stock. You may experience immediate and substantial dilution in the net tangible book value ordinary per share that of the common stock you purchase in the this offering. The offering price per share in this offering of our common stock being offered may exceed be higher than the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 20,408,163 shares are sold at a price of $5.22 7.35 per share, the last reported sale price of our ordinary shares common stock on the Nasdaq Global Market on January 12November 16, 20212022, for aggregate gross proceeds of up to approximately $28 million145,800,000 in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience suffer immediate and substantial dilution of $3.45 6.92 per share, representing the difference between our pro forma as the as-adjusted net tangible book value per share of our common stock as of September 30, 2020 2022 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration discussion of the dilution you would will incur if you participate purchase common stock in this offering. Future sales You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our ordinary shares, common stock or the perception that such sales could occur, may cause the prevailing market price of other securities convertible into or exchangeable for our ordinary shares to decreasecommon stock. We cannot predict assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering. The actual number of shares of common stock we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx our sales agent at any time throughout the term of the sales agreement. The number per share price of the shares of common stock that are sold through Cantor by the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary sharessales agent. Because the price per share of each share of common stock sold pursuant to will fluctuate based on the market price of our common stock during the sales agreement will fluctuate over timeperiod, it is not currently possible at this stage to predict the aggregate proceeds to number of shares of common stock that will ultimately be raised in connection with sales under the sales agreementissued. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy purchase shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly therefore may experience different levels of dilution and different outcomes in their investment results. We Although we will act in good faith in the best interests of the Company, we will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offeringsold. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to CantorCowen, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing An investment in our ordinary shares securities involves a high degree of riskrisks. Before We urge you decide to participate consider carefully the risks described below, and in the offeringdocuments incorporated by reference in this prospectus supplement and the accompanying prospectus, you should carefully consider the before making an investment decision, including those risks and uncertainties discussed below and identified under the caption “Item 3. Key Information— D. 1A. Risk Factors” in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference in this prospectus supplementsupplement and which may be amended, as well as supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, uncertainties and additional information described including those that relate to any particular securities we offer, may be included in any applicable a future prospectus supplement or free writing prospectus and in the other documents that we authorize from time to time, or that are incorporated by reference in into this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known supplement or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsthe accompanying prospectus in connection with this offering. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above below entitled “Special Note Regarding Forward-Looking Statements.” Risks Related to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $15.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyyou may not agree with how we use the proceeds, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesthe proceeds may not be invested successfully. Our management will have significant flexibility in applying broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing Accordingly, you will be relying on the judgment of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesreturn for us. You may experience immediate and substantial dilution in the book value ordinary per share that of the common stock you purchase in the offering. The public offering price per share in this offering may exceed the pro forma as adjusted net tangible book value per share of our ordinary shares outstanding prior common stock after giving effect to this offering. Assuming that an aggregate of 5,363,984 14,018,692 shares of our common stock are sold at a price of $5.22 1.07 per share, the last reported sale price of our ordinary shares common stock on Nasdaq The NASDAQ Capital Market on January 12July 16, 20212020, for aggregate gross proceeds of up to approximately $28 15.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 0.79 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30March 31, 2020 2020, after giving effect to this offering and the assumed offering priceoffering. The exercise of outstanding warrants and stock options will result in further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales We will require additional capital funding, the receipt of which may impair the value of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decreasecommon stock. We cannot predict the effect, if any, that Our future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have capital requirements depend on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of many factors, including the market price of our ordinary shares during the research, development, sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment resultsmarketing activities. We will have discretionneed to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to develop our drug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, subject to market demandif at all. To the extent we raise additional capital by issuing equity securities, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors stockholders may experience a decline in substantial dilution and the value of the shares they purchase in this offering as a result of sales made at prices lower new equity securities may have greater rights, preferences or privileges than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary sharesexisting common stock. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay dividends in the foreseeable future. We have never paid cash dividends on our ordinary sharescommon stock and currently do not plan to pay any cash dividends in the foreseeable future. DividendsIn May 2020, if anythe SEC issued an order suspending the trading of our common stock and Nasdaq issued a trading halt in our common stock. On May 1, on 2020, the SEC, pursuant to Section 12(k) of the Exchange Act, ordered the temporary suspension of trading in our outstanding ordinary shares will be declared by securities because of questions regarding the accuracy and subject adequacy of information in the marketplace about us and our securities. Pursuant to the discretion suspension order, the suspension commenced at 9:30 a.m. EDT on May 4, 2020 and terminated at 11:59 p.m. EDT on May 15, 2020. On May 15, 2020, Nasdaq issued a trading halt in our common stock pending the receipt of requested information, which halt was released on May 28, 2020. We believe in the accuracy and adequacy of our board public disclosures, but can provide no assurances that we will not encounter future similar actions, which may adversely affect the holders of directorsour common stock. Even if our board of directors decides to distribute dividendsSpecial Note Regarding Forward-Looking Statements This prospectus supplement, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional informationand the other documents we have filed with the SEC that are incorporated herein by reference contain forward- looking statements that involve substantial risks and uncertainties. USE OF PROCEEDS All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may issue not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and sell you should not place undue reliance on our ordinary shares having aggregate sales forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly as set forth and incorporated by reference in the “Risk Factors” section above, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference in this prospectus supplement completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, except as otherwise required by law. We advise you, however, to consult any further disclosures we make on related subjects in our future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the SEC. Use of Proceeds We intend to use the net proceeds of up to $28,000,000 from time to timethis offering for our planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes. Because there is no minimum offering amount required pursuant as a condition to the sales agreement with Cantorclose this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor the Agent as a source of financing. We currently intend to The amount and timing of our use of the net proceeds from any offerings hereunder will depend on a number of factors, such as the timing and progress of our clinical trial efforts and pre-clinical programs. As of the date of this offering prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to further develop us from this offering. Accordingly, our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain have broad discretion over in the use timing and application of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments. Dividend Policy We have never declared or paid any cash dividends on our capital stock, and we may ultimately use do not currently intend to pay any cash dividends on our common stock for the proceeds for different purposes than what we currently intendforeseeable future. Until we use We expect to retain future earnings, if any, to fund the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies development and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price growth of our ordinary shares business. Any future determination to pay dividends on Nasdaq on January 12our common stock will be at the discretion of our board of directors and will depend upon, 2021among other factors, for aggregate gross proceeds our results of $28,000,000. The information set forth in the following table should be read in conjunction withoperations, financial condition, capital requirements and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualany contractual restrictions.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of riskrisks. Before you decide to participate in the offeringmaking an investment decision, you should carefully consider the risks and uncertainties discussed below and under described below, on page 4 of the caption “Item 3. Key Information— D. Risk Factors” accompanying prospectus, together with all of the other information appearing in our 2019 annual report, which is this prospectus supplement or the accompanying prospectus or incorporated by reference in this prospectus supplementherein or therein, as well as the risks, uncertainties including our most recent Annual Report on Form 20-F and additional information described in any applicable free writing prospectus and updates in the other documents each report on Form 6-K that indicates that it is being incorporated by reference reference, including in this prospectus supplementlight of your particular investment objectives and financial circumstances. For a description In addition to those risk factors, there may be additional risks and uncertainties of those reports and documentswhich management is not aware or focused on, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsmanagement deems immaterial. If any of these risks actually occurs, our Our business, business prospects, financial financial condition or results of operations could be seriously harmedmaterially adversely affected by any of these risks. This could cause the The trading price of our ordinary shares securities could decline due to declineany of these risks, resulting in a loss of and you may lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to Our Ordinary Shares and this Offering Offering You will experience immediate dilution in the book value per share of the ordinary shares you purchase. Since the price per share of our ordinary shares is expected to be substantially higher than the book value per share of the ordinary shares, you may suffer substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus supplement entitled “Dilution.” We have broad discretion to determine how to use the funds raised in this offering, and may use them in ways that may not enhance our operating results or the price of our ordinary shares. Our management will have broad discretion over the use of the proceeds we receive from this offering offering, and may invest or we could spend the proceeds of from this offering offering in ways with which you our shareholders may not agree with or in ways which may that do not yield a significant returnfavorable return in the near term, if any, on our investment of these net proceedsat all. We intend to use the net proceeds of this offering to support clinical development, pre-clinical research and general working capital purposes. However, our use of these proceeds may differ substantially from this offeringour current plans. You will be relying on the judgment of our management with regard to the use of these net proceeds, if anyand you will not have the opportunity, as part of your investment decision, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying assess whether the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash are being used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not would agree, or in ways . It is possible that do not yield a favorable return. If our management applies these the net proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our investment business, financial condition, operating results and cash flow. See “Use of these net proceedsProceeds.” We face risks related to health epidemics and outbreaks, it which could compromise significantly disrupt our ability operations. In December 2019, a novel strain of coronavirus was reported to pursue our strategy and adversely affect have surfaced in Wuhan, China. While the market price effects of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in spread of this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior coronavirus are expected to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per sharebe temporary, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration duration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We business disruption and related financial impact cannot predict be reasonably estimated at this time and our business could be adversely impacted by the effect, if any, that future issuances or sales effects. Enrollment of patients in our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject clinical trials may be delayed due to the completion outbreak of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary sharescoronavirus, as well as make future sales of equity securities hospitals in China shift resources to patients affected by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offeringdisease. In addition, subject we rely on third-party clinical research organizations (CROs) to monitor and manage data for our ongoing preclinical and clinical programs, and the final determination outbreak may affect their ability to devote sufficient time and resources to our programs. Our ability to obtain clinical supplies of our product candidates could also be disrupted if the operations of these suppliers are affected by the coronavirus. As a result, the expected timeline for data readouts of our board clinical trials and certain regulatory filings may be negatively impacted. We have operations in Dalian, China, and some of directors or any restrictions we may place our employees are located in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offeringBeijing and Shanghai. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionConsequently, we have not declared are susceptible to factors adversely affecting one or paid any cash or other form more of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevantthese locations. In addition, the distribution our results of dividends may operations could be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant adversely affected to the sales agreement with Cantor, extent that this coronavirus or any othxx xxidemic harms the actual total public offering amount, commissions and proceeds Chinese economy in general. The extent to us, if any, are not determinable at this time. Actual net proceeds which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the number severity of shares we sell the coronavirus and the prices at which such sales occur. There can be no assurance that we will sell any shares under actions to contain the coronavirus or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelinestreat its impact, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualamong others.

RISK FACTORS. Investing An investment in our ordinary shares ADSs involves a high degree of risk. Before you decide Prior to participate making a decision about investing in the offeringour ADSs, you should carefully consider the risks and uncertainties specific factors discussed below and under below, together with all of the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is other information contained or incorporated by reference in into this prospectus supplementsupplement and the accompanying prospectus, as well as the risks, uncertainties and additional information described assumptions discussed under Item 3, “Risk Factors,” in any applicable free writing prospectus and our Annual Report on Form 20-F for the year ended December 31, 2021, which is incorporated herein by reference, as updated by our subsequent filings. The Risk Factors included in the other documents incorporated by reference in this prospectus supplement. For our Annual Report include a description discussion of those reports and documentsspecific risks related to an investment in, and information about where you can find themownership of, see ADSs under the caption “Where You Can Find More Information—Risks Related to Ownership of the Company’s Ordinary Shares and the ADSs.” and See “Incorporation of Certain Documents Information by Reference.” Additional risks not presently known or that we presently consider to be immaterial Each of the risk factors could subsequently materially and adversely affect our financial conditionbusiness, results of operations, business financial condition and prospects. If cash flows, as well as adversely affect the value of an investment in our ADSs, and the occurrence of any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could might cause the trading price of our ordinary shares you to decline, resulting in a loss of lose all or part of your investment. Please The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also read carefully the section above entitled “Forward-Looking Statements.” affect our operations. Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering If you purchase ADSs in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience substantial and immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share ADS in any transaction that is a part of this offering may exceed the pro forma net tangible book value per share of our ordinary shares ADS outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares 24,193,548 ADSs are sold at a price of $5.22 3.10 per shareADS (equivalent to aggregate gross proceeds of $75 million), which was the last reported sale price of our ordinary shares ADSs on Nasdaq April 21, 2022 on January 12Nasdaq, 2021, for aggregate gross proceeds of up to approximately $28 million, and then after deducting commissions and estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2021 would have been $144.3 million, or $1.39 per ADS, and you will would experience immediate dilution of $3.45 1.17 per shareADS, representing the difference between our pro forma as adjusted net tangible book value per share ADS as of September 30December 31, 2020 2021, after giving effect to this offering offering, and the assumed offering price. The You will also experience additional dilution at the end of the vesting period for our free shares that we have granted, and upon exercise of any outstanding non-employee warrants or stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our to purchase ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our if we otherwise issue additional ordinary shares to decreaseor ADSs below the offering price. We cannot predict For a further description of the effect, if any, dilution that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, you will have on the market price of our ordinary shares. Subject to the completion of experience immediately after this offering, we will have issued a substantial number see the section of ordinary shares. Any this prospectus supplement titled “Dilution.” Because the sales of such shares in ADSs offered hereby will be made at other than a fixed price, the public market or otherwise, or prices at which we sell these ADSs may vary significantly. Purchasers of the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary sharesADSs we sell, as well as make future sales our existing shareholders and holders of equity securities by us less attractive or even not feasibleADSs, will experience significant dilution if we sell additional ADSs at prices significantly below the price at which they invested. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations We have broad discretion in the sales agreement use of the net proceeds from this offering and compliance with applicable lawmay not use them effectively. Our management will have broad discretion in the application of the net proceeds that we receive from this offering. We anticipate that we will use the net proceeds from this offering to fund the research and development of our product candidates and for working capital and general corporate purposes. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. As a result, we have the discretion to deliver may spend or invest these proceeds in a placement notice to Xxxxxx at any time throughout the term of the sales agreementway with which our shareholders disagree. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factorsfailure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, including the market price of our ordinary shares during the sales period, any limits we may set invest the net proceeds from this offering in accordance with Cantor our investment policy in any applicable placement notice and the demand for a manner that may not produce income or that may lose value. These investments may not yield a favorable return to our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreementinvestors. The ordinary shares ADSs offered hereby may will be sold in “at-the-market” offeringsat other than fixed prices, and investors who buy shares ADSs at different times will likely pay different prices. Because the sales of ADSs offered hereby will be made at other than fixed prices from time to time, the prices at which we sell these ADSs will vary and these variations may be significant. Investors who purchase shares participate in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market investor demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionADSs sold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringsale price. Investors may experience a decline in the value of the shares they purchase in this offering their investment as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since The actual number of ADSs we will issue under the Sales Agreement at any one time or in total is uncertain. We have not committed to sell, and SVB Securities has not committed to purchase or underwrite, any specific number of ADSs under the Sales Agreement. The number of ADSs that are sold in this offering will be determined by us during the pendency of the Sales Agreement based on, among other things, market conditions and the market price of our inceptionADSs and ordinary shares. Accordingly, it is not possible to predict the number of ADSs that will ultimately be issued under the Sales Agreement, if any ADSs are issued thereunder. Raising additional capital, including as a result of this offering, may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our product candidates. Until such time, if ever, as we can generate substantial revenue from the sale of our product candidates, we expect to finance our cash needs through a combination of equity offerings, debt financing, collaborations, strategic alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity securities, including from this offering, or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements with third parties when needed, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to third parties to develop and market product candidates that we would otherwise prefer to develop and market ourselves. Existing and potential investors in our ordinary shares or ADSs may have to request the prior authorization from the French Minister of Economy prior to acquiring a significant ownership position in our ordinary shares or ADSs. Under French law, investments of more than the threshold of 10% of the voting rights in us by certain individuals or entities, alone or in concert, in a French company deemed to be a strategic industry may be subject to prior authorization of the French Minister of Economy pursuant to the decree No. 2019- 1590 pursuant to the French foreign investment regime. On July 2, 2020, the French Minister of Economy informed us that we are subject to this regulation. As a result, investors in our ordinary shares or ADSs will have to request the prior authorization of the French Minister of Economy before acquiring our ordinary shares or ADSs if: (i) they are (a) a non-French citizen, (b) a French citizen not residing in France, (c) a non-French entity or (d) a French entity controlled by one of the aforementioned individuals or entities; and (ii) such investor (a) acquires control of us, (b) acquires all or part of one of our business lines or (c) is a non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in us. In the context of the ongoing COVID-19 pandemic, the Decree (décret) No. 2020-892 dated July 22, 2020, as amended on December 28, 2020 by the Decree (décret) No. 2020-1729, has created until December 31, 2022 a new 10% threshold of the voting rights for the non-European investments made (i) in an entity with its registered office in France and (ii) whose shares are admitted to trading on a regulated market, in addition to the 25% above-mentioned threshold. A fast-track procedure shall apply for any non-European investor exceeding this 10% threshold who will have to notify the French Minister of Economy who will then have 10 days to decide whether or not the transaction should be subject to further examination. This request for prior authorization must be filed with the French Minister of Economy, which has 30 business days from receipt of the completed file to provide a first decision, which may (i) unconditionally authorize the investment or (ii) indicate that further examination is required. In the latter case, the French Minister of Economy must make a second decision within 45 business days from its first decision. In case of lack of response from the French Minister of Economy within the above mentioned timeframe, the authorization will be deemed refused. If the authorization is granted, it may be subject to the signature of a letter of undertaking aimed at protecting French national interests. If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the French Minister of Economy might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment. The relevant investor might also be found criminally liable and might be sanctioned with a fine which cannot exceed the greater of: (i) twice the amount of the relevant investment, (ii) 10% of the annual turnover before tax of the target company and (iii) €5 million (for an entity) or €1 million (for an individual). Moreover, any violation of this requirement may be criminally sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity. Failure to comply with such measures could result in significant consequences on the applicable investor. Such measures could also delay or discourage a takeover attempt, and we cannot predict whether these measures will result in a lower or more volatile market price of our ADSs or ordinary shares. If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders. Under the United States Internal Revenue Code of 1986, as amended, or the Code, a non-U.S. corporation will be a PFIC for any taxable year in which (1) 75% or more of its gross income consists of passive income or (2) 50% or more of the quarterly weighted average value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of these tests, passive income includes dividends, interest, gains from the sale or exchange of investment property and certain rents and royalties. In addition, for purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the equity interests of another corporation or entity treated as a partnership for U.S. federal income tax purposes is treated as if it held its proportionate share of the assets and received directly its proportionate share of the income of such other entity. Based on our analysis of our income, assets, activities and market capitalization for our taxable year ended December 31, 2021, we believe that we were not a passive foreign investment company, or PFIC, for our taxable year ended December 31, 2021. However, we have not declared or paid yet made any determination as to our expected PFIC status for the current year and because PFIC status is a fact specific determination that generally cannot be made until the close of the taxable year in question and the calculation of the value of our non-cash or other form assets may be based in part on the value of dividends on our ordinary shares. We currently intend shares or ADSs, the value of which may fluctuate considerably, our PFIC status may change from year to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend year, it is difficult to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares predict whether we will be declared by a PFIC for the current taxable year or any future year, and subject to the discretion of no assurance can be given that we will not be a PFIC for our board of directorscurrent taxable year or any future year. Even if our board of directors decides to distribute dividends, we determine that we are not a PFIC after the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment close of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because taxable year, there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion. Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in us being treated as a PFIC for our taxable year ended December 31, 2021 or us becoming a PFIC for our current taxable year or any future taxable years. Our U.S. counsel expresses no opinion with respect to our PFIC status for any prior, the current, or any future taxable year. If we are a PFIC for any taxable year during which a U.S. holder (as defined below under “Certain Income Tax Considerations—Material U.S. Federal Income Tax Considerations”) holds our ADSs, we will sell any shares under or fully utilize the sales agreement with Cantor continue to be treated as a source PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns the ADSs, regardless of financingwhether we continue to meet the PFIC test described above, unless the U.S. holder makes a specified election once we cease to be a PFIC. We currently intend If we are classified as a PFIC for any taxable year during which a U.S. holder holds our ADSs, the U.S. holder may be subject to use the net proceeds from this offering adverse tax consequences regardless of whether we continue to further develop our and our subsidiaries’ product pipelinesqualify as a PFIC, to further enhance and expand our CPB platform and including ineligibility for working any preferred tax rates on capital and general corporate purposes. Our management will retain broad discretion over the use of proceedsgains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and we may ultimately use additional reporting requirements. For further discussion of the proceeds for different purposes than what we currently intend. Until we use PFIC rules and the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth adverse U.S. federal income tax consequences in the following table should be read in conjunction withevent we are classified as a PFIC, and is qualified in its entirety by, reference to our audited and unaudited financial statements and see the notes thereto incorporated by reference into section of this prospectus supplement and the accompanying prospectus. Actualtitled “Certain Income Tax Considerations.”

RISK FACTORS. Investing An investment in our ordinary shares securities involves a high degree of risk. Before you decide Prior to participate making a decision about investing in the offeringour securities, you should carefully consider the following risks and uncertainties uncertainties, as well as those discussed below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsherein. If any of these the risks described in this prospectus or the documents incorporated by reference herein actually occursoccur, our business, business prospects, financial condition or operating results of operations could be seriously harmed. This could cause In that case, the trading price of our ordinary shares to securities could decline, resulting in a loss of and you may lose all or part of your investment. Please Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also read carefully impair our business operations and our liquidity. You should also refer to the section above entitled other information contained in this prospectus or incorporated by reference herein, including our financial statements and the related notes thereto and the information set forth under the heading “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to this Offering and Our management Class A Common Stock Management will have broad discretion over as to the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposeswe may not use the proceeds effectively. Our management will have significant flexibility broad discretion in applying the application of the net proceeds of from this offering. The actual amounts offering and timing of expenditures will vary significantly depending on a number of factors, including could spend the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable returnimprove our results of operations or enhance the value of our Class A common stock. If our For example, management applies these could invest the proceeds in assets or capital projects that do not produce attractive returns or to make acquisitions of businesses that do not prove to be attractive or otherwise are unsuccessful. Conversely, management may not be able to identify and complete prospects, investments or acquisitions. Our failure to apply these funds effectively could have a manner that does not yield a significant return, if any, material adverse effect on our investment business, financial condition and results of these net proceeds, it could compromise our ability to pursue our strategy operations and adversely affect cause the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offeringClass A common stock to decline. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding Class A common stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may will be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in under this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline declines in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionThe actual number of shares of Class A common stock we will issue under the Sales Agreement and the gross proceeds resulting from those sales, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Xxxxxxxxxx at any time throughout the term of the Sales Agreement. The number of shares of Class A common stock that are sold by Xxxxxxxxxx after delivering a sales notice will fluctuate based on the market price of the Class A common stock during the sales period and limits we set with Xxxxxxxxxx. Because the price per share of each share sold will fluctuate based on the market price of our Class A common stock during the sales period, it is not declared possible at this stage to predict the number of shares that will be ultimately issued by us under the Sales Agreement or paid any cash or other form the gross proceeds to be raised in connection with those sales. The market price of dividends on our ordinary shares. We currently intend to retain any proceeds from Class A common stock may be adversely affected by the future issuance and sale of securities under this prospectus supplement for use in additional shares of our business and do not currently intend to pay cash dividends on our ordinary shares. DividendsClass A common stock, if any, on our outstanding ordinary shares will be declared by and subject including pursuant to the discretion Sales Agreement, or by our announcement that such issuances and sales may occur. Our capital stock currently outstanding consists of our board Class A common stock, Class B common stock, Series A preferred stock, Series B preferred stock, Series m preferred stock, Series m-2 preferred stock and Series S preferred stock. Each share of directorsSuper Voting Preferred Stock (as defined below) is convertible at the option of the holder at any time into shares of Class B common stock at the then-applicable conversion rate. Even if our board Each share of directors decides to distribute dividends, Ordinary Preferred Stock (as defined below) is convertible at the form, frequency and amount option of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board the holder at any time into shares of directors may deem relevantClass A common stock at the then-applicable conversion rate. In addition, the distribution applicable conversion rates for certain of dividends our preferred stock and/or warrants may be limited by the Israeli Companies Lawadjusted based on sales of Class A common stock in this offering based on applicable anti-dilution provisions, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant lead to the sales agreement with Cantorissuance of additional shares of Class A common stock. Holders of Class A common stock, Class B common stock, the actual total public offering amount, commissions Super Voting Preferred Stock and proceeds the Ordinary Preferred Stock vote together as a single class. Each holder of preferred stock is entitled to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and votes equal to the prices at number of votes for each such share of common stock into which such sales occurpreferred stock could then be converted. There can Fractional votes upon conversion will be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source disregarded. Each share of financing. We currently intend Class A common stock was entitled to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualone

RISK FACTORS. Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you You should consider carefully consider the risks and uncertainties discussed described below and discussed under the caption section captioned “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportreport on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form10-Q for the three months ended March 31, 2021, as updated by our subsequent filings under the Exchange Act, each of which is incorporated by reference in this prospectus supplement in their entirety, together with other information in this prospectus supplement, as well as and the risks, uncertainties information and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or any free writing prospectus that we presently consider have authorized for use in connection with this offering before you make a decision to be immaterial could subsequently materially and adversely affect invest in our financial condition, results of operations, business and prospectscommon stock. If any of these risks the following events actually occursoccur, our business, business prospectsoperating results, prospects or financial condition or results of operations could be seriously harmedmaterially and adversely affected. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of decline and you may lose all or part of your investment. Please The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also read carefully the section above entitled “Forward-Looking Statements.” affect our business operations. Risks Related Relating to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment . Our management will have broad discretion over the use of these net proceedsproceeds from this offering. We intend to use the net proceeds from this offeringproceeds, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and from this offering for working capital and general corporate purposes, which may include, among other things, working capital, funding our clinical programs and other research and development activities, and capital expenditures. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments, although we have no commitments or agreements to enter into such licenses, acquisitions or investments. See “Use of Proceeds.” Our management will have significant flexibility considerable discretion in applying the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds of this offeringare being used appropriately. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash net proceeds may be used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways for corporate purposes that do not yield a favorable return. If increase our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect operating results or enhance the market price value of our ordinary sharescommon stock. You may experience immediate and substantial dilution in the net tangible book value ordinary per share that of the common stock you purchase in the offeringpurchase. The offering price per share in this offering of our common stock being offered may exceed be higher than the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 2,522,704 shares are sold at a price of $5.22 19.82 per share, the last reported sale price of our ordinary shares common stock on The Nasdaq Global Select Market on January 12May 6, 2021, for aggregate gross proceeds of up to approximately $28 million50.0 million in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience suffer immediate and substantial dilution of $3.45 16.71 per share, representing the difference between our pro forma the as adjusted net tangible book value per share of our common stock as of September 30March 31, 2020 2021 after giving effect to this offering and the assumed offering price. The exercise price of outstanding stock options will result in further dilution of your investment$19.82 per share. See the section entitled “Dilution” below for a more detailed illustration discussion of the dilution you would will incur if you participate purchase common stock in this offering. Future sales You may experience future dilution as a result of future equity offerings. In order to raise additional capital, in the future we expect to offer additional shares of our ordinary shares, common stock or the perception that such sales could occur, may cause the prevailing market price of other securities convertible into or exchangeable for our ordinary shares to decreasecommon stock. We cannot predict the effect, if any, assure you that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such be able to sell shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity other securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because other offering at a price per share that is equal to or greater than the price per share of each share sold pursuant paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreementexisting stockholders. The ordinary price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering. The common stock offered hereby may will be sold in “at-the-marketat the market offerings” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantornotice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing An investment in our ordinary shares securities involves a high degree of riskrisks. Before We urge you decide to participate consider carefully the risks described below, and in the offeringdocuments incorporated by reference in this prospectus supplement and the accompanying prospectus, you should carefully consider the before making an investment decision, including those risks and uncertainties discussed below and identified under the caption “Item 3IA. Key Information— D. Risk Factors” in our 2019 annual reportAnnual Report on Form 10-K for the year ended December 31, 2015, which is incorporated by reference in this prospectus supplementsupplement and which may be amended, as well as supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Additional risks, uncertainties and additional information described including those that relate to any particular securities we offer, may be included in any applicable a future prospectus supplement or free writing prospectus and in the other documents that we authorize from time to time, or that are incorporated by reference in into this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known supplement or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsthe accompanying prospectus in connection with this offering. If any of these risks actually occurs, our business, business prospectsfinancial condition, financial condition or results of operations or cash flow could be seriously harmed. This could cause the trading price of our ordinary shares common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above below entitled “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to this Offering Sales of our common stock in this offering, or the perception that such sales may occur, could cause the market price of our common stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $75 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering could have the effect of depressing the market price of our common stock. Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyyou may not agree with how we use the proceeds, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesthe proceeds may not be invested successfully. Our management will have significant flexibility in applying broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing Accordingly, you will be relying on the judgment of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary sharesreturn for Abeona. You may experience immediate and substantial dilution in the book value ordinary per share that of the common stock you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares common stock outstanding prior to this offering. Assuming that an aggregate of 5,363,984 17,281,106 shares of our common stock are sold at a price of $5.22 4.34 per share, the last reported sale price of our ordinary shares common stock on Nasdaq on January 12, 2021The NASDAQ Capital Market, for aggregate gross proceeds of up to approximately $28 75 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 2.36 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September June 30, 2020 2016 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales We will require additional capital funding, the receipt of which may impair the value of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decreasecommon stock. We cannot predict the effect, if any, that Our future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have capital requirements depend on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of many factors, including the market price of our ordinary shares during the research, development, sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment resultsmarketing activities. We will have discretion, subject need to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors raise additional capital through public or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum private equity or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared debt offerings or paid any cash through arrangements with strategic partners or other form of dividends on sources in order to continue to develop our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occurdrug candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop raise additional capital by issuing equity securities, our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we stockholders may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements experience substantial dilution and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualnew equity securities may have greater rights, preferences or privileges than our existing common stock.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of riskrisks. Before you decide to participate in the offeringmaking an investment decision, you should carefully consider the risks and uncertainties discussed below and under described below, on page 4 of the caption “Item 3. Key Information— D. Risk Factors” accompanying prospectus, together with all of the other information appearing in our 2019 annual report, which is this prospectus supplement or the accompanying prospectus or incorporated by reference in this prospectus supplementherein or therein, as well as the risks, uncertainties including our most recent Annual Report on Form 20-F and additional information described in any applicable free writing prospectus and updates in the other documents each report on Form 6-K that indicates that it is being incorporated by reference reference, including in this prospectus supplementlight of your particular investment objectives and financial circumstances. For a description In addition to those risk factors, there may be additional risks and uncertainties of those reports and documentswhich management is not aware or focused on, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsmanagement deems immaterial. If any of these risks actually occurs, our Our business, business prospects, financial condition or results of operations could be seriously harmedmaterially adversely affected by any of these risks. This could cause the The trading price of our ordinary shares securities could decline due to declineany of these risks, resulting in a loss of and you may lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to Our Ordinary Shares and this Offering You will experience immediate dilution in the book value per share of the ordinary shares you purchase. Since the price per share of our ordinary shares is expected to be substantially higher than the book value per share of the ordinary shares, you may suffer substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus supplement entitled □Dilution.□ We have broad discretion to determine how to use the funds raised in this offering, and may use them in ways that may not enhance our operating results or the price of our ordinary shares. Our management will have broad discretion over the use of the proceeds we receive from this offering offering, and may invest or we could spend the proceeds of from this offering in ways with which you our shareholders may not agree with or in ways which may that do not yield a significant returnfavorable return in the near term, if any, on our investment of these net proceedsat all. We intend to use the net proceeds of this offering to support clinical development, pre-clinical research, and general working capital purposes. However, our use of these proceeds may differ substantially from this offeringour current plans. You will be relying on the judgment of our management with regard to the use of these net proceeds, if anyand you will not have the opportunity, as part of your investment decision, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying assess whether the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash are being used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not would agree, or in ways . It is possible that do not yield a favorable return. If our management applies these the net proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our investment of these net proceedsbusiness, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions operating results and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become duecash flow. See “Description □Use of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. ActualProceeds.□

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of risk. Before you decide deciding to participate in the offeringpurchase our common stock, you should consider carefully consider the risks and uncertainties discussed described below together with the other information included in this prospectus supplement, the accompanying prospectus and under any free writing prospectus that we authorize for use in connection with this offering. In particular, you should consider the caption risk factors described in the heading “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportmost recent Annual Report on Form 10-K, which is as may be amended or supplemented by our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that are incorporated by reference in this prospectus supplement, as well as herein. These risks and uncertainties are not the risks, only risks and uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplementwe face. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks and uncertainties not presently currently known to us, or that we presently consider to be immaterial could subsequently materially currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and adversely affect uncertainties actually occur, our business, financial condition, results of operations, business operations and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations cash flow could be seriously harmedmaterially and adversely affected. This could cause In that case, the trading price of our ordinary shares to decline, resulting in a loss of common stock could decline and you might lose all or part of your investment. Please also read carefully Certain statements below are forward-looking statements. See the section above entitled information included under the heading “Forward-Special Note Regarding Forward- Looking Statements.” Risks Related Relating to this Offering Our management A substantial number of common stock may be sold in the market during this offering, which may depress the market price for our common stock. Sales of a substantial number of our common stock in the public market during this offering, including after any purchase you make pursuant to this offering, could cause the market price of our common stock to decline. There can be no assurance that any of the $9,032,567 worth of common stock being offered under this prospectus supplement will be sold or the price at which any such shares might be sold. However, assuming that an aggregate of 2,913,731 shares of our common stock are sold during the term of the sales agreement with the Agent at an assumed price of $3.10, the last reported sale price of our common stock on the Nasdaq Capital Market on May 2, 2023, upon completion of this offering and based on 13,200,535 shares of our common stock outstanding as of March 31, 2023, we will have outstanding an aggregate of 16,114,266 shares of common stock, assuming no exercise of outstanding options and warrants. You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by investors in this offering. We may sell common stock or other securities convertible into or exchangeable for our common stock in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing common stock or other securities convertible into or exchangeable for our common stock in the future could have rights superior to existing stockholders. The price per share at which we sell additional common stock or other securities convertible or exchangeable into our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We have broad discretion over in how we use the use of the proceeds we receive from this offering and may invest or spend the net proceeds of this offering offering, and we may not use these proceeds effectively or in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceedsagree. We intend to use the net proceeds from of this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and other general corporate purposes, primarily to support the ongoing clinical development of key assets within our pipeline, general and administrative expenses and debt payments. Our management will have significant flexibility in applying broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including Our stockholders may not agree with the amount of cash used manner in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these chooses to allocate and spend the net proceeds. Moreover, it could compromise our ability to pursue our strategy and adversely affect management may use the net proceeds for corporate purposes that may not increase the market price of our ordinary sharescommon stock. You may Investors in this offering will experience immediate and substantial dilution in the book value ordinary per share that you purchase of the common stock purchased in the offering. The common stock sold in this offering, if any, will be sold from time to time at various prices. However, the expected offering price per share in this offering may exceed of our common stock will be substantially higher than the pro forma net tangible book value deficit per share of our ordinary shares outstanding prior common stock. After giving effect to this offering. Assuming that the sale of our common stock in the aggregate amount of $9,032,567 at an aggregate of 5,363,984 shares are sold at a assumed offering price of $5.22 per share3.10, the last reported sale price of our ordinary shares common stock on the Nasdaq Capital Market on January 12May 2, 2021, for aggregate gross proceeds of up to approximately $28 million2023, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value deficit as of March 31, 2023 would have been approximately $(12.1) million, or $(0.75) per share as of September 30, 2020 after giving effect common stock. This represents an immediate increase in net tangible book value of $0.82 per share to existing stockholders and an immediate dilution in net tangible book deficit of $3.85 per share to new investors in this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investmentoffering. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion page S-9 of this offering, prospectus supplement. The actual number of shares we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementagreement with the Agent, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement with the Agent and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx the Agent at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor by the Agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares the common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreementAgent. The ordinary shares common stock offered hereby may will be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionsold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inceptionWe do not expect to pay dividends in the foreseeable future. As a result, we have not declared or paid you must rely on stock appreciation for any cash or other form of dividends return on our ordinary sharesyour investment. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay anticipate paying cash dividends on our ordinary sharescommon stock in the foreseeable future. Dividends, if any, Any payment of cash dividends will also depend on our outstanding ordinary shares financial condition, results of operations, capital requirements and other factors and will be declared by and subject to at the discretion of our board of directors. Even if our board of directors decides Accordingly, you will have to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, rely on capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to usappreciation, if any, are not determinable at this timeto earn a return on your investment in our common stock. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purposeFurthermore, we may invest in the net proceeds from this offering in accordance with our investment policy, as may be amended from time future become subject to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020additional contractual restrictions on, or prohibitions against, the November Registered Direct Offering, and (ii) exercise payment of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualdividends.

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree of risk. Before you decide You should carefully consider the following risk factors before making an investment decision. Prior to participate making a decision about investing in the offeringour securities, you should carefully consider the risks and uncertainties specific risk factors discussed below and discussed under the caption section entitled “Item 3. Key Information— D. Risk Factors” contained in our 2019 annual reportAnnual Report on Form 10-K for the fiscal year ended October 31, 2018, as updated by our subsequent filings under the Securities Exchange Act of 1934, each of which is incorporated by reference in this prospectus supplementsupplement in its entirety, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in together with all of the other documents information contained or incorporated by reference in this prospectus supplement. For a description of those reports supplement and documentsthe accompanying prospectus, the documents incorporated by reference herein and therein, and information about where you can find them, see “Where You Can Find More Information” any related free writing prospectus. The risks and “Incorporation of Certain Documents by Reference.” uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently consider to be currently deem immaterial could subsequently materially and adversely may also affect our financial condition, results of operations, business and prospects. If any of these such risks actually occursoccur, our business, business prospectsfinancial condition, financial condition or results of operations could be seriously harmedmaterially and adversely affected. This could cause In such cases, the trading price of our ordinary shares to common stock could decline, resulting in a loss of and you may lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this Offering Our Management will have broad discretion as to the use of the proceeds of this offering, and we may use the proceeds in ways in which you and other stockholders may disagree. Aside from the net proceeds of this offering that we intend to use to pay down our outstanding indebtedness under our project finance facilities with NRG and Generate Lending, we have not otherwise designated the amount of net proceeds we will receive from this offering for any particular purpose. Accordingly, our management will have broad discretion over as to the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment application of these net proceeds. We intend to proceeds and could use them for purposes other than those contemplated at the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds time of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including Our stockholders may not agree with the amount of cash used manner in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these chooses to allocate and spend the net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You Investors in this offering may experience suffer immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share of our ordinary shares outstanding prior to common stock. Because the price per share of common stock in this offering. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per share, offering may be higher than the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30common stock, 2020 after giving effect to investors in this offering may suffer immediate and substantial dilution in the assumed offering pricenet tangible book value per share of common stock. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate shares in this offeringoffering will be sold at market prices which may fluctuate substantially. Future sales The actual number of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementSales Agreement with the Sales Agent, at any one time or in total, is uncertain. Subject to certain limitations set forth in the sales agreement Sales Agreement with the Sales Agent and compliance with applicable law, we have the discretion to deliver a placement notice notices to Xxxxxx the Sales Agent at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through Cantor by the Sales Agent after delivering we deliver a placement notice will fluctuate based on a number the limits we set with the Sales Agent, provided that no more than an aggregate of factors, including the market price 38,000,000 shares of our ordinary common stock may be issued and sold under the Sales Agreement (assuming that the aggregate value of such shares during does not exceed $169.3 million, which is the sales periodmaximum amount remaining under the registration statement relating to this offering). You may experience future dilution as a result of future equity offerings. In order to raise additional capital, any limits we may set with Cantor in any applicable placement notice and the demand future offer additional shares of our common stock or other securities convertible into or exchangeable for our ordinary shares. Because common stock at prices that may not be the same as the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors We may sell shares or any restrictions we may place other securities in any applicable placement notice delivered other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to Cantorexisting stockholders. The price per share at which we sell additional shares of our common stock, there is no minimum or maximum sales securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price for shares to be sold per share paid by investors in this offering. Investors may experience Risks Related to Our Business We have incurred losses and anticipate continued losses and negative cash flow. We have transitioned from a decline in the value of the shares they purchase in this offering as research and development company to a result of sales made at prices lower than the prices they paidcommercial products manufacturer, services provider and developer. DIVIDEND POLICY Since our inception, we We have not declared or paid any cash or other form of dividends on been profitable since our ordinary sharesyear ended October 31, 1997. We currently intend expect to retain any proceeds from the sale of securities under this prospectus supplement for use in continue to incur net losses and generate negative cash flows until we can produce sufficient revenues and margins to cover our business and do not currently intend to pay cash dividends on our ordinary sharescosts. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directorsWe may never become profitable. Even if we do achieve profitability, we may be unable to sustain or increase our board profitability in the future. For the reasons discussed in more detail below, there are uncertainties associated with our achieving and sustaining profitability. We have, from time to time, sought financing in the public markets in order to fund operations and will continue to do so. Our future ability to obtain such financing could be impaired by a variety of directors decides to distribute dividendsfactors, including, but not limited to, the formprice of our common stock and general market conditions. There is uncertainty surrounding our ability to attract new corporate financing and uncertainty as to whether we will have sufficient liquidity to fund our business activities. Substantial doubt exists as to our ability to continue as a going concern. Our plans to address our liquidity position may not be successful, frequency and amount we may be forced to limit our business activities or be unable to continue as a going concern, or may have to seek bankruptcy protection, which would have a material adverse effect on our results of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition. Our consolidated financial statements have been prepared assuming we will continue as a going concern. Our ability to continue as a going concern is dependent on generating profitable operating results, contractual restrictions having sufficient liquidity, and maintaining compliance with the covenants and other factors requirements under our board debt facilities to avoid acceleration and default. We have a loan agreement with NRG that has a maturity date of directors October 31, 2019 and a loan agreement with Generate Lending that includes a payment plan requiring substantial monthly payments through December 31, 2019. Further, NRG has the right to call its loan if it believes that we are not progressing on our 2.8 MW fuel cell project in Tulare, California, which right, if exercised, would require immediate repayment. Generate Lending also has a call right under its loan agreement, as amended, which, if exercised, would require immediate repayment. Our project finance facility with Fifth Third for the Connecticut Municipal Electric Energy Cooperative (“CMEEC”) project located on the U.S. Navy submarine base in Groton, Connecticut requires that we deliver a binding loan agreement on or before October 21, 2019 for take-out financing. We plan to continue to pursue project financing for our generation backlog. If we are unable to obtain such project financing, we may deem relevanthave events of default under our project finance agreements and our power purchase agreements with customers. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings we need to obtain additional working capital to fund our obligations and operations either through new corporate financing or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occurother means. There can be no assurance that we will sell any shares under be able to obtain corporate financing or fully utilize the sales agreement with Cantor as a source of financingobtain project financing on acceptable terms or repay outstanding indebtedness and obtain additional liquidity. We currently intend If we do not have sufficient liquidity to use the net proceeds from this offering to further develop fund our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purposebusiness activities, we may invest not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection. Our cost reduction strategy may not succeed or may be significantly delayed, which may result in our inability to deliver improved margins. Our cost reduction strategy is based on the net proceeds from this offering assumption that increases in accordance production will result in economies of scale. In addition, our cost reduction strategy relies on advancements in our manufacturing process, global competitive sourcing, engineering design, reducing the cost of capital and technology improvements (including stack life and projected power output). Failure to achieve our cost reduction targets could have a material adverse effect on our results of operations and financial condition. Our workforce reduction may cause undesirable consequences and our results of operations may be harmed. On April 12, 2019, we undertook a reorganization, which included a workforce reduction of 30%, or 135 employees. This workforce reduction may yield unintended consequences, such as attrition beyond our intended reduction in workforce and reduced employee morale, which may cause our employees who were not affected by the reduction in workforce to seek alternate employment. Additional attrition could impede our ability to meet our operational goals, which could have a material adverse effect on our financial performance. In addition, as a result of the reductions in our workforce, we may face an increased risk of employment litigation. Furthermore, employees whose positions were eliminated or those who determine to seek alternate employment may seek employment with our investment policycompetitors. Although all our employees are required to sign a confidentiality agreement with us at the time of hire, we cannot assure you that the confidential nature of our proprietary information will be maintained in the course of such future employment. We cannot assure you that we will not undertake additional reduction activities, that any of our efforts will be successful, or that we will be able to realize the cost savings and other anticipated benefits from our previous or any future reduction plans. In addition, if we continue to reduce our workforce, it may adversely impact our ability to respond rapidly to any new product, growth or revenue opportunities and to execute on our backlog and business plans. Additionally, our recent reduction in force may make it more difficult to recruit and retain new hires as our business grows. We have debt outstanding and may be amended from time to timeincur additional debt in the future, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies may adversely affect our financial condition and investments in United States Government Securities and Israeli Government Securitiesfuture financial results. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization Our total consolidated indebtedness was $121.2 million as of September 30July 31, 2020: • on an actual basis; • on a pro forma basis to give effect to 2019. This includes approximately $102.0 million of debt at our project finance subsidiaries and $19.2 million of debt at the (i) issuance corporate level. The majority of 3,920,000 ordinary shares our debt is long-term with $43.4 million due within twelve months of July 31, 2019. Between July 31, 2019 and pre-funded warrants to purchase up to 883,534 ordinary shares (which October 2, 2019, we have since been exercised paid, in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, outstanding principal and (ii) exercise end of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of term fee totaling $5.22 per share8.3 million, which was outstanding as of July 31, 2019, to our prior corporate senior secured lender, Hercules Capital, Inc., and have been released from all obligations under this facility. In addition, since July 31, 2019, we have made principal payments under our project finance facilities to NRG totaling $2.0 million and to Generate Lending totaling $3.0 million. Prior to April 30, 2019, we had approximately $40.0 million of borrowing capacity under a revolving construction and term project financing facility with NRG, under which we drew down approximately $5.8 million in December 2018. This amount must be repaid by October 31, 2019, unless NRG determines, in its sole discretion, that we are not making sufficient progress toward the last reported sale price completion of our ordinary shares the 2.8 MW fuel cell project in Tulare, California, in which case NRG may accelerate the maturity date on Nasdaq the date of such determination. Pursuant to the agreement entered into in conjunction with the December 2018 draw, no further draws on January 12the NRG facility are permitted and the facility expired on March 31, 20212019. On December 21, for aggregate gross proceeds 2018, we entered into a $100.0 million construction loan agreement with Generate Lending and made an initial draw of $28,000,000. The information set forth in the following table should be read in conjunction with10.0 million, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualof which

RISK FACTORS. Investing Investment in our ordinary shares any securities offered pursuant to this prospectus supplement involves a high degree of riskrisks. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed risk factors described below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is risk factors incorporated by reference in to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, and all other information contained or incorporated by reference into this prospectus supplement, as well as updated by our subsequent filings under the risksExchange Act, uncertainties and additional information described in before acquiring any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplementof such securities. For a description The occurrence of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could might cause the trading price of our ordinary shares you to decline, resulting in a loss of lose all or part of your investmentinvestment in the offered securities. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related Relating to this Offering Our management will have broad discretion over the use If you purchase shares of the proceeds we receive from this offering and may invest or spend the proceeds of this offering our common stock sold in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management you will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience immediate and substantial dilution in the net tangible book value ordinary share that you purchase of your shares. In addition, we may issue additional equity or convertible debt securities in the offeringfuture, which may result in additional dilution to investors. The offering price per share in this offering of our common stock being offered may exceed be higher than the pro forma net tangible book value per share of our ordinary shares outstanding common stock prior to this offering. Assuming that an aggregate of 5,363,984 6,890,215 shares of our common stock are sold at a price of $5.22 21.77 per share, the last reported sale price of our ordinary shares common stock on The Nasdaq Global Select Market on January 12August 10, 20212022, for aggregate gross proceeds of up to approximately $28 150.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience new investors in this offering would incur immediate dilution of $3.45 13.00 per share. For a more detailed discussion of the foregoing, representing see the difference between section entitled “Dilution” below. To the extent outstanding stock options are exercised, there will be further dilution to new investors. In addition, to the extent we need to raise additional capital in the future and we issue additional shares of common stock or securities convertible or exchangeable for our pro forma as adjusted common stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of our common stock offered in this offering. We have broad discretion in the use of the net tangible book value per share as of September 30, 2020 after giving effect to proceeds from this offering and may not use them effectively. Our management will have broad discretion in the assumed offering priceapplication of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. The exercise Because of outstanding stock options the number and variability of factors that will result determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in further dilution ways that ultimately increase the value of your investment. See “Dilution” for a more detailed illustration of We expect to use the dilution you would incur if you participate in this offering. Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, net proceeds from this offering or to fund the availability development of paltusotine, CRN04777, CRN04894, and our securities other research development programs, and for future issuance or sale, will have on the market price of working capital and general corporate purposes. The failure by our ordinary sharesmanagement to apply these funds effectively could harm our business. Subject to the completion of this offeringPending their use, we will have issued may invest the net proceeds from this offering in short-term, investment- grade, interest-bearing securities. These investments may not yield a substantial favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. The actual number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made we will issue under the sales agreementSales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice instructions to Xxxxxx the Agents to sell shares of our common stock at any time throughout the term of the sales agreementSales Agreement. The number of shares that are sold through Cantor the Agents after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any the limits we may set with Cantor the Agents in any applicable placement notice instruction to sell shares, and the demand for our ordinary sharescommon stock during the sales period. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over timeduring this offering, it is not currently possible to predict the aggregate number of shares that will be sold or the gross proceeds to be raised in connection with sales under the sales agreementthose sales. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.

RISK FACTORS. Investing An investment in shares of our ordinary shares common stock involves a high degree of risksubstantial risks. Before you decide In addition to participate other information in the offeringthis prospectus supplement, you should carefully consider the following risks and uncertainties discussed below and the risks described in our most recent Annual Report on Form 10-K under the caption “Item 3. Key Information— D. 1A. Risk Factors,” in our 2019 annual report, which is incorporated by reference as well as other information and data set forth in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing accompanying prospectus and in the other documents incorporated by reference in this prospectus supplementherein and therein, before making an investment decision with respect to our common stock. For a description The occurrence of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation any of Certain Documents by Reference.” Additional the following risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our business, prospects, financial condition, and our results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This which could cause the trading price of our ordinary shares you to decline, resulting in a loss of lose all or a part of your investmentinvestment in our common stock. Please also read carefully Some statements in this prospectus supplement, including statements in the section above entitled following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to this Offering Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyyou may not agree with how we use the proceeds, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposesthe proceeds may not be invested successfully. Our management will have significant flexibility in applying broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at the time of this offering. The actual amounts and timing Accordingly, you will be relying on the judgment of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a manner way that does not yield a significant returnfavorable, if or any, on return for us. The number of shares of our investment of these net proceeds, it common stock available for future issuance or sale could compromise our ability to pursue our strategy and adversely affect the market per-share trading price of our ordinary sharescommon stock. You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering. The offering price per share in this offering may exceed the pro forma net tangible book value per share As of May 17, 2022, 37,408,748 shares of our ordinary shares outstanding prior to this offeringcommon stock were outstanding. Assuming that an aggregate of 5,363,984 shares are sold at a price of $5.22 per shareAdditionally, the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of up to approximately $28 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30May 17, 2020 after giving effect to this offering and the assumed offering price. The 2022, (i) 4,094,019 shares of common stock was issuable upon exercise of outstanding stock options will result in further dilution granted under the Augmedix, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) were outstanding, at a weighted average exercise price of your investment. See “Dilution” for $1.22 per share, (ii) 243,028 shares of common stock was issuable upon exercise of stock appreciation rights granted under the 2020 Plan were outstanding, at a more detailed illustration weighted average exercise price of the dilution you would incur if you participate in this offering. Future sales $1.55 per share, (iii) 2,800,326 shares of our ordinary sharescommon stock issuable upon the exercise of outstanding warrants were outstanding, or the perception that such sales could occur, may cause the prevailing market at a weighted-average exercise price of $2.90 per share, and 706,607 shares of common stock under our ordinary shares to decrease2020 Plan remained available for future issuance. We cannot predict the effect, if any, that whether future issuances or sales of shares of our securitiescommon stock, this offering including shares issued pursuant to the sales agreement, or the availability of our securities shares for future issuance or sale, resale in the open market will have on decrease the market per-share trading price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasiblecommon stock. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement agreement, and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx Jefferies at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor Jefferies after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares common stock during the sales period, any limits we may set with Cantor Jefferies in any applicable placement notice and the demand for our ordinary sharescommon stock. As such, it is not possible to predict the number of shares to be sold pursuant to the sales agreement. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement, although the aggregate proceeds will not exceed $25,000,000, subject to any change disclosed in a prospectus supplement after the date hereof. The ordinary shares common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demanddemand and the terms of the sales agreement, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantornotice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since Future offerings of debt or equity securities, which could rank senior to our inceptioncommon stock, may materially adversely affect the market price of our common stock. If we decide to issue debt or equity securities in the future, which could rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Future issuances and sales of debt or equity securities, or the perception that such issuances and sales could occur, may cause prevailing market prices for our common stock to decline and may adversely affect our ability to raise additional capital in the financial markets at times and prices favorable to us. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Therefore, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us. You may experience significant dilution as a result of this offering, which may adversely affect theper-share trading price of our common stock. This offering may have a dilutive effect on our earnings per share after giving effect to the issuance of our common stock in this offering and the receipt of the expected net proceeds. The actual amount of dilution from this offering, or from any future offering of our common stock or preferred stock, will be based on numerous factors, particularly the use of proceeds and the return generated on such proceeds, and cannot declared be determined at this time. Our existing secured credit facility contains restrictive covenants that limit our operating flexibility. The loan and security agreement (the “Loan Agreement”) governing our secured revolving credit facility and term loan requires that we comply with a number of restrictive financial covenants, including minimum cash and cash equivalents, minimum revenues, and minimum adjusted quick ratio (as defined in the Loan Agreement). The Loan Agreement also contains customary covenants that limit, among other things, the ability of the borrower and its subsidiaries to (i) incur indebtedness, (ii) incur liens on their property, (iii) pay dividends or paid make other distributions, (iv) sell their assets, (v) make certain loans or investments, (vi) merge or consolidate, (vii) voluntarily repay or prepay certain indebtedness and (viii) enter into transactions with affiliates, in each case subject to certain exceptions. These covenants may restrict our ability to expand or fully pursue our business strategies. The breach of any cash or of these covenants could result in a default under our indebtedness, which could cause those and other form obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it. We may never pay dividends on our ordinary sharescommon stock so any returns would be limited to the appreciation of our stock. We currently intend to anticipate that we will retain any proceeds from future earnings for the sale development, operation and expansion of securities under this prospectus supplement for use in our business and do not currently intend to anticipate we will declare or pay any cash dividends for the foreseeable future. Further, any future debt agreements may also prohibit us from paying, or place restrictions on our ordinary sharesability to pay, dividends. Dividends, if any, on our outstanding ordinary shares Any return to stockholders will therefore be declared by and subject limited to the discretion appreciation of their stock. Resales of our board common stock in the public market during this offering by our stockholders may cause the market price of directorsour common stock to fall. Even if We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our board common stock, or our ability to issue these shares of directors decides to distribute dividendscommon stock in this offering, could result in resales of our common stock by our current stockholders concerned about the form, frequency and amount potential dilution of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevanttheir holdings. In additionturn, these resales could have the distribution effect of dividends may be depressing the market price for our common stock. Our ability to raise capital is limited by the Israeli Companies LawSecurities Act and SEC rules and regulations. Under current SEC rules and regulations, 5759because the current aggregate market value of our common stock held by non-1999 which permits the distribution of dividends only out of retained earnings affiliates, or earnings derived over the two most recent fiscal yearspublic float, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to less than $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor75.0 million, the actual amount we can raise through primary offerings of our securities in any 12-month period using a registration statement on Form S-3 will be limited to one-third of our public float until such time that our public float equals or exceeds $75.0 million. As of May 17, 2022, our public float was approximately $32.4 million, which means we are limited to raising a total public offering amount, commissions and proceeds to us, if any, are not determinable at this timeof approximately $10.8 million using our registration statement on Form S-3. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from The amounts raised in this offering will reduce our capacity to further develop raise capital using our and registration statement on Form S-3 under these SEC rules. Alternative means of raising capital through sales of our subsidiaries’ product pipelinessecurities, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over including through the use of proceedsa registration statement on Form S-1 or in private placements of equity or debt securities, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time more costly and time- consuming and more difficult to timemarket to potential investors, which currently includes bank deposits carrying interestmay have a material adverse effect on our ability to raise capital, corporate debt obligations with a minimum of BBB- rating by global rating agencies our liquidity position and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualstrategy.

RISK FACTORS. Investing An investment in our ordinary shares common stock involves a high degree risks. We urge you to carefully consider all of risk. Before you decide to participate the information contained in or incorporated by reference in this prospectus supplement and the offeringaccompanying prospectus and other information which may be incorporated by reference in this prospectus supplement and the accompanying prospectus as provided under “Incorporation of Certain Documents by Reference.” In particular, you should carefully consider the risks and uncertainties discussed below and risk factors under the caption heading “Item 3. Key Information— D. Risk Factors” in our 2019 annual reportmost recent Annual Report on Form 10-K, which is incorporated by reference in this prospectus supplementsupplement and the accompanying prospectus, as well those risk factors are amended or supplemented by our subsequent filings with the SEC. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Please read “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including the risks, uncertainties and additional information risks described in any applicable free writing prospectus and in the other documents incorporated by reference in into this prospectus supplement. For a description of those reports supplement and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospectsthe accompanying prospectus. If any of these risks actually occursoccur, this could expose us to liability, and our business, business prospects, financial condition or results of operations operation could be seriously harmedadversely affected. This As a result, you could cause the trading price of our ordinary shares to decline, resulting in a loss of lose all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to this This Offering Our management will have broad discretion over the use Sales of the proceeds we receive from this offering and may invest or spend the proceeds of this offering our common stock in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds. We intend to use the net proceeds from this offering, if anyor the perception that such sales may occur, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect cause the market price of our ordinary sharescommon stock to fall. We may issue and sell shares of our common stock for aggregate gross proceeds of up to $50.0 million from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock. You may experience immediate and substantial dilution in the book value ordinary per share that of the common stock you purchase in the offering. The public offering price per share in this offering may exceed the pro forma as adjusted net tangible book value per share of our ordinary shares outstanding prior common stock after giving effect to this offering. Assuming that an aggregate of 5,363,984 43,859,649 shares of our common stock are sold at a price of $5.22 1.14 per share, the last reported sale price of our ordinary shares common stock on The Nasdaq Capital Market on January 12March 8, 2021, for aggregate gross proceeds of up to approximately $28 50.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $3.45 0.37 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30December 31, 2020 2020, after giving effect to this offering and the assumed public offering price. The exercise of outstanding warrants and stock options will result in further dilution of your investment. See the section below entitled “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering. Future The market price for our common stock has experienced significant price and volume volatility and is likely to continue to experience significant volatility in the future, which may cause the value of any investment in our common stock to decline. Our stock price and the stock prices of companies similar to Brickell have been highly volatile. In addition, stock markets generally have recently experienced significant volatility. Our stock price has experienced significant price and volume volatility for the past several years, and our stock price is likely to experience significant volatility in the future. The price of our common stock may decline and the value of any investment in our common stock may be reduced regardless of our performance. Further, the daily trading volume of our common stock has historically been relatively low. As a result of the historically low volume, our stockholders may be unable to sell significant quantities of common stock in the public trading markets without a significant reduction in the price of our common stock. The trading price of our common stock may be influenced by factors beyond our control, such as the volatility of the financial markets in general, including in reaction to the ongoing COVID-19 pandemic, uncertainty surrounding the U.S. economy, conditions and trends in the markets we serve, changes in the estimation of the future size and growth rate of our markets, publication of research reports and recommendations by financial analysts relating to our business, the business of our competitors or the pharmaceutical industry, changes in market valuation or earnings of our competitors or other small capitalization companies, sales of our ordinary sharescommon stock by our principal stockholders, and the trading volume of our common stock, or the perception that such sales could occur, may cause the prevailing market price further restrictive regulation of our ordinary shares industry. The historical market prices of our common stock may not be indicative of future market prices, and we may be unable to decreasesustain or increase the value of our common stock. We cannot predict the effectFurther, we have historically used equity incentive compensation as part of our overall compensation arrangements for certain employees. The effectiveness of equity incentive compensation in retaining key employees may be adversely impacted by volatility in our stock price. Significant declines in our stock price may also interfere with our ability, if anyneeded, that future issuances to raise additional funds through equity financing or sales to finance strategic transactions with our stock, or recruit and retain key employees. Moreover, any inability or perceived inability of investors to realize a gain on an investment in our securitiescommon stock could have an adverse effect on our business, this offering or the availability financial condition and results of operations by potentially limiting our ability to attract and retain qualified employees and to raise capital. In addition, there may be increased risk of securities for future issuance or sale, will have on litigation following periods of significant fluctuations in our stock price. Securities class action lawsuits are often brought against companies after periods of extreme volatility in the market price of their securities. These and other consequences of volatility in our ordinary sharesstock price which could be exacerbated by macroeconomic conditions that affect the market generally, or our industry in particular, could have the effect of diverting management’s attention and could materially harm our business. Subject Management will have broad discretion as to the completion use of the proceeds from this offering, and we may not use the proceeds effectively. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Our management will have issued a substantial number of ordinary shares. Any sales of such shares broad discretion in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales application of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx at any time throughout the term of the sales agreement. The number of shares that are sold through Cantor after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Cantor in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement. The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop and could spend the proceeds in ways that do not improve our and results of operations or enhance the value of our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposescommon stock. Our management will retain broad discretion over failure to apply these funds effectively could have a material adverse effect on our business and cause the use price of proceeds, and we our common stock to decline. You may ultimately use the proceeds for different purposes than what we currently intendexperience dilution as a result of this or future offerings. Until we use the proceeds for any purposeIn order to raise additional capital, we may invest in the net proceeds from future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing our shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering. Resales of our common stock in the public market during this offering in accordance with by our investment policy, as stockholders may be amended cause the market price of our common stock to fall. We may issue common or preferred stock from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) time in connection with a registered direct offering that we completed on November 3, 2020this offering. This issuance from time to time of these new shares, or the November Registered Direct Offering, and (ii) exercise of options our ability to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary issue these shares in this offering at offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. We are not currently paying dividends and will likely continue not paying cash dividends on our common stock for the foreseeable future. We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock for the foreseeable future. Future credit facilities may also restrict us from paying dividends on our securities. Investors should not rely on an assumed offering price of $5.22 per share, which was investment in us if they require income generated from dividends paid on our capital stock. Any income derived from our common stock may only come from a rise in the last reported sale market price of our ordinary shares on Nasdaq on January 12common stock, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, which is uncertain and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actualunpredictable.

RISK FACTORS. Investing in our ordinary shares securities involves a high degree of riskrisks. Before you decide to participate in the offering, you You should carefully consider the risks and uncertainties discussed below and under the caption “Item 3. Key Information— D. Risk Factors” in our 2019 annual report, which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information other factors described in any applicable free writing prospectus our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC, and in the other documents which are incorporated by reference in into this prospectus supplement, including the risk factors and other information contained in or incorporated by reference into this prospectus supplement before investing in any of our securities. For a description of those reports and documentsOur business, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If cash flows or prospects could be materially adversely affected by any of these risks. The risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmedand uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that we may face. This could cause the trading price of our ordinary shares Risks Relating to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.” Risks Related to Our Common Stock and this Offering Our management will We have broad discretion over as to the use of the proceeds we receive from this offering and may invest or spend not use the proceeds effectively. Our management will retain broad discretion as to the allocation of this offering the proceeds and may spend these proceeds in ways with in which you may not agree or agree. The failure of our management to apply these funds effectively could result in ways unfavorable returns and uncertainty about our prospects, each of which may not yield a significant return, if any, on could cause the price of our investment common stock to decline. If you purchase shares of these net proceeds. We intend to use the net proceeds from our common stock in this offering, if any, to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management you will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares. You may experience incur immediate and substantial dilution in the book value ordinary share that you purchase in the offeringdilution. The offering price per share in this offering of common stock being offered may exceed be higher than the pro forma net tangible book value per share of our ordinary shares outstanding prior to this offeringcommon stock. Assuming that an aggregate of 5,363,984 44,117,647 shares of common stock are sold at a price of $5.22 3.40 per share, the last reported sale price of shares of our ordinary shares common stock on Nasdaq the NYSE on January 12April 28, 20212022, for aggregate gross proceeds of up to approximately $28 million150,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience new investors in this offering would incur immediate dilution of $3.45 1.87 per share. In addition, representing the difference between our pro forma as adjusted net tangible book value per share as of September 30, 2020 you may also experience additional dilution after giving effect to this offering and on any future equity issuances, including the assumed offering priceissuance of any shares under an employee stock purchase plan that we intend to present to our stockholders for approval at our 2022 annual meeting of stockholders. The exercise of outstanding stock options To the extent we issue equity securities, our stockholders will result in further dilution of your investmentexperience substantial additional dilution. See “Dilution” for a more detailed illustration additional information. The actual number of the dilution you would incur if you participate in this offering. Future sales shares of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease. We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, common stock we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible. It is not possible to predict the aggregate proceeds resulting from sales made issue under the sales agreementSales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxxx the Agents at any time throughout the term of the sales agreementSales Agreement. The number of shares of common stock that are sold through Cantor by an Agent after delivering our delivery of a placement notice to such Agent will fluctuate based depend on a number of factors, including the market price of our ordinary the shares of common stock during the sales period, any period and limits we may set with Cantor in any applicable placement notice and the demand for our ordinary sharesAgents. Because the price per share of each share sold pursuant to will fluctuate based on the market price of shares of our common stock during the sales agreement will fluctuate over timeperiod, it is not currently possible at this stage to predict the aggregate proceeds to number of shares of common stock that will or may be raised in connection with sales under the sales agreementultimately issued. The ordinary shares of common stock offered hereby may will be sold in “at-the-marketat the market offerings,” offerings, and investors who buy shares common stock at different times will likely pay different prices. Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and accordingly so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices prices, and number numbers of shares sold in this offering. In additionof common stock sold, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Cantor, and there is no minimum or maximum per share sales price for shares to be sold in this offeringprice. Investors may experience a decline in the value of the their shares they purchase in this offering of common stock as a result of share sales made at prices lower than the prices they paid. DIVIDEND POLICY Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant. In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information. USE OF PROCEEDS We may issue and sell our ordinary shares having aggregate sales proceeds of up to $28,000,000 from time to time. Because there is no minimum offering amount required pursuant to the sales agreement with Cantor, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with Cantor as a source of financing. We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities. CAPITALIZATION The table below sets forth our cash and cash equivalents as well as our capitalization as of September 30, 2020: • on an actual basis; • on a pro forma basis to give effect to the (i) issuance of 3,920,000 ordinary shares and pre-funded warrants to purchase up to 883,534 ordinary shares (which have since been exercised in full) in connection with a registered direct offering that we completed on November 3, 2020, or the November Registered Direct Offering, and (ii) exercise of options to purchase 42,762 ordinary shares; and • on a pro forma as adjusted basis to give effect to the sale of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021, for aggregate gross proceeds of $28,000,000. The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Actual.