Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. Investing in our securities involves risks. Before purchasing the securities offered by this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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.

RISK FACTORS. Investing An investment in our securities involves risksa high degree of risk. Before purchasing In addition to the securities offered risk factors set forth below, you should carefully consider the risk factors in the section entitled “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2008, which are incorporated by reference into this prospectus supplement you should consider carefully the in their entirety. These risk factors described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our may be amended or supplemented or superseded from time to time by other reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after in the date future. If any of this prospectus supplement the events or developments described therein actually occurs, our business, financial condition and which are deemed incorporated by reference in this prospectus supplementresults of operations may suffer. For a description In that case, the value of these reports and documentsour securities may decline, and information about where you can find themcould lose all or part of your investment. Our business requires a significant amount of financing and our business may be adversely affected if its sources of liquidity are unavailable or insufficient to fund our operations, see “Incorporation or if such sources will not be available. Our working capital requirements and cash flows are subject to quarterly and yearly fluctuations, depending on a number of Certain Information By Reference” factors. If we are unable to manage fluctuations in cash flow, our business, operating results and financial condition may be materially adversely affected. Factors which could lead us to suffer cash flow fluctuations include: — the level of revenue derived from sales of wafers we manufacture, engineering services, design-related services and other sources of revenue; — the collection of receivables; — the timing and size of capital expenditures; and — the servicing of financing obligations and other short-term and long-term liabilities. In addition, current uncertainty arising from the global economic downturn, including the recent disruption in financial and credit markets, and prevailing market conditions in the semiconductor industry, including global decreased demand, downward price pressure, excess inventory and unutilized capacity pose a risk to the overall economy that could severely impact consumer and customer demand for our and our customers’ products, as well as commercial relationships with our customers, suppliers, and creditors, including our lenders. If the current situation continues or worsens significantly, our business could be negatively impacted. In order to finance our business, we expect to use available cash and existing credit facilities as well as exploring measures to obtain funds from other sources of financing, including advances under the SEPA, potential opportunities for sale and lease-back of a portion of Tower’s real estate assets, sale of other fixed assets and/or intellectual property, licensing, receipt of all or part of the $45 million pending and over-due grants from the Israeli Investment Center if it approves Tower’s expansion plan, and other alternatives for fund raising. We are also working to mitigate the potential effects of the global economic downturn through several measures, including the execution of the previously announced cost reduction plan for a total saving amount of approximately $80 million on an annual run-rate. However, there is no assurance that we will be able to obtain sufficient funding from the financing sources detailed above and/or from such cost reduction measures in a timely manner to allow us to fully mitigate the effect of the existing economic downturn and any potential further deterioration in market conditions and maintain our ongoing operations and/or repay our short-term and long-term debt and other liabilities. In addition, if we were to incur higher levels of debt, this prospectus supplementwould require a larger proportion of our cash flow to be used to pay principal and interest on our indebtedness. The risks increased use of cash to pay indebtedness could leave us with insufficient funds to finance our operating activities and uncertainties we discuss in this prospectus supplementcapital expenditures, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also which could materially and adversely affect our financial condition, results of operations, business and prospectson-going operations. Due Investors may experience significant dilution as a result of the sale of shares under the SEPA or the issuance of ordinary shares under outstanding securities convertible into or exercisable for our ordinary shares. The sale of our ordinary shares pursuant to factors beyond the SEPA will result in dilution of the percentage of our control, our stock ordinary shares held by current and future shareholders. If we were to sell all $25 million of the ordinary shares which we may offer for sale under the SEPA at a price may be volatileequal to $0.99, which could result was the last reported sale price for our ordinary shares on the NASDAQ Global Market on August 7, 2009, we would issue approximately 25,252,525 additional ordinary shares under the SEPA, in substantial losses for investors holding our sharesaddition to the 160,063,636 shares currently outstanding. Any Because the sales pursuant to the SEPA will be made based on prevailing market prices at the time advances are made, the prices at which we sell these shares and the number of the following factors could affect shares we will issue will vary, perhaps significantly, with the market price of our common stock: · ordinary shares. In addition we may issue additional ordinary shares upon the conversion or exercise of our outstanding convertible notes, capital notes, warrants, options and other rights to acquire our ordinary shares. See “Capitalization” for a summary of the ordinary shares issuable under such securities. Our failure ability to solve raise funds under the SEPA will depend on several factors, including the trading volume for our liquidity risks; · Our failure ordinary shares. While under the SEPA, YA Global is committed to resolve purchase our Arizona regulatory issues; · A decline ordinary shares in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of accordance with the terms of the SEPA, YA Global may not make any financing advances which would result in YA Global owning more than 4.99% of our outstanding ordinary shares. Our ability to sell additional shares to YA Global and raise funds under the SEPA will depend on YA Global’s ability to sell shares previously purchased under the SEPA in a timely manner. This will depend, among other factors, on the trading volume for our shares on the NASDAQ and the Tel-Aviv Stock Exchange and prevailing conditions in the capital markets generally. There is no assurance as to the extent to which we consummate will be able to utilize the SEPA to fund our operations. Sales of shares to YA Global pursuant to the SEPA and the resale of such shares by YA Global may result in declines in the future; · Disclosure of the results price of our monthly payment plan stock. The ordinary shares purchased by YA Global under the SEPA are freely tradable and collections; · A decline YA Global may promptly sell the shares we issue to them under the SEPA in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contractspublic markets. Such sales, new servicesand the potential for such sales, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in could cause the market price of our ordinary shares to decline significantly. To the extent of any such decline, any subsequent advances requested by us under the SEPA would require the issuance of a company’s securities, securities class action litigation has often been institutedgreater number of ordinary shares to YA Global to raise a given dollar amount. A securities class action suit against us could This may result in substantial costs and divert significant dilution to our management’s time and attentionshareholders. We do not currently meet the $1.00 closing bid requirement for continued listing on the NASDAQ. If we cannot come into compliance with this requirement, NASDAQ may delist our ordinary shares, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying an adverse impact on the judgment of our management regarding the application of the proceeds of this offering. The results liquidity and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you 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 have a material adverse effect on our business and cause the market price of our common stock ordinary shares and limit our ability to declineobtain financing to fund our on-going operations. You Our ordinary shares are currently listed on the Tel-Aviv Stock Exchange and on the NASDAQ Global Market. Under NASDAQ rules, shares are subject to delisting and will experience immediate and substantial dilution in not be allowed to trade on NASDAQ if the net tangible book value per share closing bid price of the common stock you purchaseover a 30 consecutive trading-day period is less than $1.00. Since Following the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offeringfinancial markets downturn, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. In additionwhich commenced during 2008, we have experienced a significant number decrease in the trading price of options and warrants our ordinary shares. NASDAQ implemented a temporary suspension of the minimum $1.00 closing bid requirement price. The temporary suspension expired on July 31, 2009. We need to purchase shares or our common stock outstandingcomply with the $1.00 minimum bid closing price requirement for a period of ten consecutive trading days by October 29, 2009. If these securities are exercisedwe do not comply by such date, you we may incur further dilution. Moreover, choose between: (i) delisting from the NASDAQ Stock Market; (ii) transferring from the NASDAQ Global Market to the extent that we issue NASDAQ Capital Market, which would allow us an additional options 180 day period to re-gain compliance with the $1.00 minimum bid price by no later than April 2010; or warrants (iii) taking other actions to purchase, or securities convertible into or exchangeable for, shares avoid the de-listing of our common shares, such as performing a reverse stock in the future split of our shares. A delisting of our ordinary shares could negatively impact us by reducing our ordinary shares’ liquidity and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of investors willing to hold or acquire our ordinary shares that will be sold or the gross proceeds and our available sources to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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 paidfinance our on-going operations.

RISK FACTORS. Investing in our securities involves risks. Before purchasing the any securities offered by this prospectus supplement supplement, you should carefully consider carefully the risk factors described in incorporated by reference into this prospectus supplementsupplement from our Annual Report on Form 10-K for the year ended December 31, the accompanying prospectus2017, as well as the risks, uncertainties and additional information set forth in our SEC reports on Forms 10-K, 10-Q and 8-K that we file with and in the SEC after the date of this prospectus supplement and which are deemed other documents incorporated by reference into this prospectus supplement, and any risks described in this any accompanying prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation by Reference of Certain Information By ReferenceFiled with the SEC.” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, known or that are currently deemed immaterial, immaterial could also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond The market price and trading volume of our control, our common stock price may be volatilevolatile following the offer and sale of shares of our common stock pursuant to this prospectus supplement. The market price of our common stock may be highly volatile and be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results or distributions; • changes in our earnings estimates or publication of research reports by securities analysts; • increased difficulty in maintaining or obtaining financing on attractive terms, or at all; • changes in interest rates; • changes in market valuations of similar companies; • changes in the regulatory environment in which our business operates; • additions or departures of key management personnel; • actions by institutional stockholders; • speculation in the press or investment community; and • general market and economic conditions. Future offerings of debt securities, which could result would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and investors in substantial losses this offering and may be senior to our common stock for investors holding our shares. Any the purposes of the following factors could dividend and liquidating distributions, may adversely affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the pastfuture, following periods we may attempt to increase our capital resources by making offerings of volatility debt or additional offerings of equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders and investors in this offering or reduce the market price of our common stock, or both. In addition, we could sell securities at a company’s securitiesprice less than our then-current net asset value per share. Our Series A preferred stock has, and any future preferred stock issuances could have, a preference on liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities class action litigation has often been institutedin 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, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us. We have not established a minimum distribution payment level, and we cannot assure you of our ability to make distributions in the future. We expect to make monthly distributions to our stockholders in amounts such that we distribute all or substantially all of our REIT taxable income in each year, subject to certain adjustments. We have not established a minimum distribution payment level, and our ability to make distributions may be adversely affected by the risk factors described in or incorporated by reference into this prospectus supplement. All distributions will be declared at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT status and other factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated tax earnings and profits, such distributions would generally be considered a return of capital for U.S. federal income tax purposes. A return of capital is not taxable, but it has the effect of reducing the holder’s basis in its investment. An increase in market interest rates may have an adverse effect on the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell shares of our common stock is our distribution rate as a percentage of our share price relative to market interest rates. If the market price of our common stock is based primarily on the earnings and return that we derive from our investments and income with respect to our investments and our related distributions to stockholders, and not from the market value of the investments themselves, then interest rate fluctuations and capital market conditions will likely affect the market price of our common stock. For instance, if market rates rise without an increase in our distribution rate, the market price of our common stock could decrease as potential investors may require a higher distribution yield on our common stock or seek other securities class action suit against us could paying higher distributions or interest. In addition, rising interest rates would result in substantial costs increased interest expense on our variable rate debt, thereby adversely affecting cash flow and divert our management’s time ability to service our indebtedness and attentionpay distributions. Investing in our common stock may involve an above average degree of risk. The investments we make in accordance with our investment strategy may result in a higher amount of risk, volatility or loss of principal than alternative investment options. Our investments may be highly speculative and aggressive, and therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance. Our management team has broad discretion in the use of the proceeds of this offering and we may invest or spend such proceeds in ways with which would otherwise be used to benefit our businessyou may not agree or in ways that may not yield a significant return. Management Our management will have broad discretion as to over the use of the proceeds from this offering. The net proceeds from this offering will be used to fund new acquisitions, and we may not use the proceeds effectivelyto repay indebtedness or for other general corporate purposes. Our management will have broad considerable discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of such net proceeds, and you will not have the proceeds opportunity, as part of this offering. The results and effectiveness of the use of your investment decision, to assess whether such proceeds are uncertainbeing used appropriately. As a result, and we could spend the net proceeds in ways that you do not agree with or from this offering may be used for purposes that do not improve increase our operating 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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.

RISK FACTORS. Investing The Shares offered under this Information Memorandum are considered speculative. An investment in our securities involves risks. Before purchasing the securities offered by this prospectus supplement you should Company is not risk free and the Directors strongly recommend that investors consider carefully the risk factors described below, together with information contained elsewhere in this prospectus supplementInformation Memorandum, and consult their professional advisers, before deciding whether to apply for Shares pursuant to the accompanying prospectusPlacement. There are specific risks which relate directly to the Company and its business. In addition, as well as the there are other general risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date many of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description largely beyond the control of these reports the Company and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplementthe Directors. The risks and uncertainties we discuss identified in this prospectus supplementsection, or other risk factors, may have a material impact on the accompanying prospectus financial performance of the Company. Risk assessment sessions were conducted by the board and other advisors. The Ekosolve process parameters are well defined scaling of plants has been done for related minerals such as copper and rare earths to plants producing 120,000 tonnes of copper per year. The risks are grouped by licensing, cost (CAPEX and OPEX), schedule, operations, markets and social/environmental categories. One of the most significant risks identified for the Ekosolve™ process is related to lithium markets. The following risks are highlighted for the business: • Lithium market sale price and demand (commercial trends) and this is because our licence fee is calculated on the FOB price of the lithium sold • Delay in receiving the Environmental Operation Licences by the client – this will push back our revenues and impact our cashflows • Other lithium DLE providers capturing a large market share, so we don’t grow the business by more than the six licences and five corporations with which we have NDA’s • Fluctuations in the documents incorporated exchange rate and inflation, particularly in Argentina • Labour strikes or lack of skilled personnel at the plant (construction and operation) • Taxes increasing reducing the profitability • Increased demands from the local community once in operation • Pumping rates may change over time reducing the amount of feedstock brines • Failure of the reinjection of brines, relying on waste evaporation ponds, and larger desalination systems Figure 5. The risk matrix above shows the risks of implementing generic technologies where Red indicates a high risk, Yellow is a medium risk and Green is low risk. Ekosolve is not assessed as having any Red factors. Other risks include: Future Capital Needs - Additional funding beyond the funds raised under the Capital Raising may be required by reference herein the Company to support its ongoing operations and therein are those development. There can be no assurance that we currently believe may materially affect our companysuch funding will be available on satisfactory terms to the Company or at all. Additional risks not presently known, or currently deemed immaterial, also could materially and Any inability to obtain funding will adversely affect our financial condition, results of operations, the business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any financial condition of the following factors could affect Company and, consequently, its performance and ability to take advantage of opportunities to develop projects. Further, any additional funding raised by issue of equity will be dilutive to the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate then current Shareholders. Equally, debt funding, if available in the future; · Disclosure , may involve restrictions on financing and operating activities of the results Company and its subsidiaries. Development risk - establishment of our monthly payment plan production facilities, cost control, commodity price movements and collections; · A decline successful contract negotiations for production. Future profitability - The Company’s profitability will be impacted by, among other things, the success of its clients’ activities, economic conditions in the economy markets in which impacts our ability it operates, competition factors and any regulatory developments. Accordingly, the extent of future profits (if any) and the time required to collect our accounts receivableachieve sustained profitability are uncertain and cannot be reliably predicted. Operational Risks - The operations of the Company may be affected by various factors, including: • failure of clients to achieve predicted grades in pumping aquifers; · Announcements by us • operational and technical difficulties encountered in pumping or our competitors processing; • insufficient or unreliable infrastructure, such as power, acids, and transport; • political or civil unrest, including outbreaks of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding violence or other regulatory actionshostilities; · The sale • difficulties in commissioning and operating plant and equipment; • mechanical failure or plant breakdown; • unanticipated metallurgical/chemical problems which may affect extraction costs; • adverse weather conditions; • industrial and environmental accidents; • industrial disputes; and • unexpected shortages or increases in the costs of large numbers of shares of common stock by our officersconsumables, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken spare parts, plant and equipment. Approval, Government and Regulatory Risks - Operations by the company in response; Company or · Changes in market valuations its clients may require approvals, consents or permits from government or regulatory authorities, including renewals of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attentionexisting mining permits or environmental permits, which would otherwise may not be used forthcoming, or which may not be able to benefit our business. Management will have broad discretion as be obtained on terms acceptable to the use client. Whilst there is no reason to believe that necessary government and regulatory approvals will not be forthcoming, the Company cannot guarantee that those required approvals will be obtained. Failure to obtain any such approvals could mean the ability of the proceeds from this offering, Company may be inhibited or negated. Agents and we may not use Contractors - The Directors are unable to predict the proceeds effectively. Our management will have broad discretion with respect to risk of financial failure or default or the use insolvency of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You contractors which will be relying used by the Company in any of its activities or other managerial failure by any of the other service providers used by the Company for any activity. Any default or insolvency is outside the Company’s control and may have an adverse effect on the judgment Company’s operations. Insurance - The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of our management regarding the application of the proceeds of this offeringa nature or level to provide adequate insurance cover. The results and effectiveness occurrence of the use of proceeds are uncertain, and we could spend the proceeds in ways an event that you do is not agree with covered or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively fully covered by insurance could have a material adverse effect on our business the business, financial condition and cause results of the price Company. Insurance of our common stock all risks associated with chemical processing and production is not always available. Further, where coverage is available, the costs of insurance may not be justifiable. Environmental Risks - The Company’s activities are subject to decline. You will experience immediate and substantial dilution the environmental laws inherent in the net tangible book value per share of mining industry and those specific to the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate provinces or states and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplementcountries where we operate. The issuance Company intends to conduct its activities in an environmentally responsible manner and in compliance with all applicable laws. However, the Company may be the subject of additional shares of our common stock accidents or unforeseen circumstances that could be dilutive subject the Company to stockholders if they do not invest in future offeringsextensive liability. In addition, we environmental approvals may be required from relevant government or regulatory authorities before activities may be undertaken which are likely to impact the environment. Failure or delay in obtaining such approvals will prevent the Company from undertaking its planned activities. Further, the Company is unable to predict the impact of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area. Climate Change Regulations – The pumping of mineral resources is relatively energy intensive and is dependent partly on the consumption of fossil fuels although where possible solar will be used. Increased regulation and government policy designed to mitigate climate change may adversely affect the Company’s cost of operations and adversely impact the financial performance of the Company. Contract Risk - The operations of the Company will require the involvement of a number of third parties, including suppliers, contractors and customers. With respect to these third parties, and despite applying best practice in terms of pre-contracting due diligence, the Directors are unable to completely avoid the risk of: • financial failure or default by a participant in any joint venture to which the Company or its subsidiaries may become a party; • insolvency, default on performance or delivery, or any managerial failure by any of the operators and contractors used by the Company or its subsidiaries in its exploration activities; or • insolvency, default on performance or delivery, or any managerial failure by any other service providers used by the Company or its subsidiaries or operators for any activity. Financial failure, insolvency, default on performance or delivery, or any managerial failure by such third parties may have a significant number of options material impact on the Company’s operations and warrants to purchase shares or our common stock outstandingperformance. If these securities are exercisedWhilst best practice pre-contracting due diligence is undertaken for all third parties engaged by the Company, you may incur further dilution. Moreover, to the extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It it is not possible for the Company to predict the actual number of shares we will sell under the Distribution Agreementor protect itself completely against all such contract risks. Acquisitions - The Company may make acquisitions of, or significant investments in, companies or assets that are complementary to its business. Any such future transactions are accompanied by the gross proceeds resulting from those salesrisks commonly encountered in making acquisitions of companies or assets, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving mineral exploration success and retaining key staff. Subject Safety - Safety is a fundamental risk for any chemical production company in regard to certain limitations personal injury, damage to property and equipment and other losses. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage or destruction of property, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company. Litigation - The Company may, in the Distribution Agreement ordinary course of business, become involved in litigation and compliance disputes, for example with applicable lawservice providers, we customers or third parties infringing the Company’s intellectual property rights. Any such litigation or dispute could involve significant economic costs and damage to relationships with contractors, customers or other stakeholders. Such outcomes may have an adverse impact on the discretion Company’s business, reputation and financial performance. Commercialisation Risks - Even if the Company contracts with one or more clients to deliver produce Ekosolve plants, there is a placement notice risk the Company will not achieve a commercial return. The Company may not be able to transport any minerals extracted from its operations at a reasonable cost or may not be able to sell the sales agent minerals to customers at any time throughout a rate which would cover its operating and capital costs. There is also a risk that necessary regulatory approvals may not be obtained. Competition Risks - The industry in which the term Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may affect the operating and financial performance of the Distribution AgreementCompany’s projects and business. Unforeseen Expenditure Risk - Expenditure may need to be incurred that has not been considered in the preparation of this Information Memorandum. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company. Key Management - The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. The number Company may be detrimentally affected if one or more of shares that are sold through the sales agent after delivering key management or other personnel cease their engagement with the Company. Changes to Legislation or Regulations - The Company may be affected by changes to laws and regulations in Australia (and other countries in which the Company operates in or may operate in the future) concerning property, the environment, superannuation, taxation, trade practices and competition, government grants, incentive schemes, accounting standards and other matters. Such changes could have adverse impacts on the Company from a placement notice will fluctuate based financial and operational perspective. Economic Risks - The future viability of the Company is also dependent on a number of factorsother factors affecting performance of all industries and not just the chemical industries including, including but not limited to, the market price following: • general economic conditions; • changes in Government policies, taxation and other laws; • the strength of the common stock during equity and share markets in Australia and throughout the sales period, the limits we set with the sales agent in any applicable placement noticeworld, and in particular investor sentiment towards the commodities (resources) sector; • movement in, or outlook on, interest rates and inflation rates; and • natural disasters, social upheaval or war. Force Majeure Risk - Events may occur within or outside the markets in which the Company operates that could impact upon the global or Australian economies and the operations of the Company. These events include acts of terrorism, outbreaks of international hostilities, fires, pandemics, floods, earthquakes, labour strikes, civil wars, natural disasters, outbreaks of disease, and other man-made or natural events or occurrences that can have an adverse effect on the demand for our common stock during the sales periodCompany’s services and its ability to conduct business. Because Given the price per share Company has only a limited ability to insure against some of these risks, its business, financial performance and operations may be materially adversely affected if any of the events described above occurs. Taxation - The acquisition and disposal of Shares may have tax consequences, which will differ depending on the individual financial affairs of each share sold will fluctuate during investor. All potential investors of the sales period, it Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation point of view and generally. Other Risks - This list of risk factors above is not currently possible to predict an exhaustive list of the number of shares that will be sold risks faced by the Company or by investors in the gross proceeds to be raised in connection with those sales, if anyCompany. The common stock offered hereby 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 risk factors described in this offering at different times will likely pay different prices, section as well as risk factors not specifically referred to above may in the future materially affect the financial performance of the Company and 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, and numbers of shares sold in this offering. In addition, 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 its Shares. Therefore, the shares they purchase Shares offered under the Placement carry no guarantee with respect to the payment of dividends, return of capital or their market value. Investors should consider that an investment in this offering as a result of sales made at prices lower than the prices they paidCompany is highly speculative and should consult their professional advisers before deciding whether to apply for Shares under the Placement.

RISK FACTORS. Investing An investment in our securities involves risksa high degree of risk. Before purchasing Prior to making a decision about investing in our securities, in addition to carefully considering the securities offered by other information contained in this prospectus, in any accompanying prospectus supplement and incorporated by reference herein or therein, you should carefully consider carefully the risk factors risks described under the heading “Risk Factors” in this the applicable prospectus supplementsupplement and any related free writing prospectus, the accompanying prospectus, as well as risks discussed under the risks, uncertainties and additional information set forth heading “Risk Factors” in our reports Annual Report on Forms Form 10-K, 10-Q filed on March 1, 2022 which is incorporated herein by reference, and 8-K that may be amended, updated, supplemented or superseded from time to time by annual, quarterly and other reports and documents we file with the SEC after in the date of this future and any prospectus supplement related to a particular offering. 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 affect our operations. See “Where You Can Find More Information” and “Incorporation by Reference.” FORWARD-LOOKING STATEMENTS This prospectus, each prospectus supplement and which the information and documents we incorporate herein and therein by reference, contain, and we may from time to time make, written or oral “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For Factors that might cause or contribute to a description of these reports and documentsmaterial difference include, and information about where you can find thembut are not limited to, see “Incorporation of Certain Information By Reference” those discussed elsewhere in this prospectus supplementand the risks discussed in our other filings with the SEC. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “might,” “seek,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. We intend that such forward-looking statements be subject to the safe harbors created thereby. The risks and uncertainties we discuss sections in this prospectus supplemententitled “Risk Factors,” the risks discussed under the heading “Risk Factors” in “Part I—Item 1A— Risk Factors” of our most recent report on Form 10-K or “Part II— Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus or the supplement hereto, discuss some of the accompanying factors that could contribute to these differences. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward- looking statements. This prospectus and in the documents incorporated by reference herein and therein are those in this prospectus contain market data that we currently obtained from industry sources, including independent industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe may materially affect the market data included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our company. Additional risks not presently knownfuture performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, or currently deemed immaterialincluding those described under the heading “Risk Factors” in this prospectus and in “Part I—Item 1A—Risk Factors” of our most recent report on Form 10-K filed with the SEC on March 1, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile2022, which could result in substantial losses for investors holding our sharesis incorporated by reference into this prospectus. Any of the following These and other factors could affect the market price of our common stock: · Our failure cause results to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate differ materially from those expressed in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken estimates made by the company in response; or · Changes in market valuations of similar companiesindependent parties and by us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management We will have retain broad discretion as to over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds that we will receive from the sale of the securities under this prospectus for general corporate purposes, including working capital, capital expenditures, funding continued research and development with respect to products and technologies, and clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. Pending these uses, we may invest our net proceeds from this offeringoffering primarily in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and we may not use foreign government bonds. The specific allocations of the proceeds effectively. Our management we receive from the sale of our securities will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes be described in the section of this applicable prospectus supplement entitled “Use of Proceeds.” You will be relying supplement. DIVIDEND POLICY To date, we have not declared or paid any cash dividends 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 that do not improve our results of operations or enhance the value of our common capital stock. Our failure We currently intend to apply these retain all available funds effectively could have a material adverse effect on and any future earnings for use in the operation of our business and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of anticipate paying any dividends on our common stock in the foreseeable future. Any future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible determination to predict the actual number of shares we declare dividends will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have be made at the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number our board of shares that are sold through the sales agent after delivering a placement notice directors and will fluctuate based on a number of depend on, among other factors, including the market price our financial condition, operating results, capital requirements, general business conditions and other factors that our board of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 so they directors 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 numbers of shares sold in this offering. In addition, 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 paiddeem relevant.

RISK FACTORS. Investing The nature of our business subjects us to a number of uncertainties and risks. The following risk factors and other risk factors that we discuss in our securities involves risks. Before purchasing the securities offered by this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our periodic reports on Forms 10-K, 10-Q and 8-K that we file filed with the SEC after the date should be considered for a better understanding of this prospectus supplement our Company. These important factors and which are deemed incorporated by reference in this prospectus supplementother matters discussed herein could cause our actual results or outcomes to differ materially. For a description of these reports OPERATING RISKS Our current or future development, expansion and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe acquisition activities may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatilesuccessful, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts impair our ability to collect execute our accounts receivablegrowth strategy. FORM 10K Execution of our future growth plan is dependent on successful ongoing and future development, expansion and acquisition activities. We can provide no assurance that we will be able to complete development projects or acquisitions we undertake or continue to develop attractive opportunities for growth. Factors that could cause our development, expansion and acquisition activities to be unsuccessful include: • Our inability to obtain required governmental permits and approvals or the imposition of adverse conditions upon the approval of any acquisition; · Announcements by us • Our inability to secure adequate utility rates through regulatory proceedings; • Our inability to obtain financing on acceptable terms, or at all; • The possibility that one or more credit rating agencies would downgrade our competitors issuer credit rating to below investment grade, thus increasing our cost of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitmentsdoing business; · The loss of Title IV funding • Our inability to successfully integrate any businesses we acquire; • Our inability to attract and retain management or other regulatory actionskey personnel; · The sale of large numbers of shares of common stock by our officers• Our inability to negotiate acceptable acquisition, directors construction, fuel supply, power sales or other shareholdersmaterial agreements; · Short selling activities• The trend of utilities building their own generation or looking for developers to develop and build projects for sale to utilities under turnkey arrangements; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company • Reduced growth in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline utility services in the value of the shares they purchase markets we serve; • Changes in this offering as a result of sales made at federal, state, local or tribal laws and regulations, particularly those which would make it more difficult or costly to fully develop our coal reserves, our oil and gas reserves and our generation capacity; • Fuel prices lower than the prices they paid.or fuel supply constraints; • Pipeline capacity and transmission constraints;

RISK FACTORS. Investing An investment in our securities involves risksa high degree of risk. Before purchasing deciding whether to purchase our securities, you should carefully consider the securities offered by risk factors set forth in our Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on March 5, 2021, and the other information contained in this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, and the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file updated by those subsequent filings with the SEC after under the date Exchange Act, that are incorporated herein by reference. These risks could materially affect our business, results of this prospectus supplement operations or financial condition and cause the value of our securities to decline, in which are deemed incorporated by reference in this prospectus supplementcase you may lose all or part of your investment. For a description of these reports and documents, and information about where you can find themmore information, see “Where You Can Find More Information” and “Incorporation of Certain Information By by Reference.” Risks related to this offering 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, if ever, we expect to finance our operations through a combination of equity offerings, royalty financing, debt financings, and license and development arrangements in this prospectus supplementconnection with any future collaborations. The risks and uncertainties Other than our senior secured term loan credit facility with Oxford Finance LLC, we discuss in this prospectus supplement, do not have any committed external sources of funds. To the accompanying prospectus and in the documents incorporated by reference herein and therein are those extent that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of raise additional capital through the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s equity securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds 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 common shareholder. Royalty financing, if available, may only provide future payments contingent upon development, regulatory or commercial milestones and royalty payments as a percentage of our future sales. Debt financing, if available, could result in increased fixed payment obligations and may involve agreements that include restrictive covenants, such as limitations on our ability to incur additional debt, make capital expenditures, acquire, sell or license intellectual property rights or declare dividends, and other operating restrictions that could hurt our ability to conduct our business. 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, royalty 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. You may experience immediate and substantial dilution in the net tangible book value per common share of your investment. The price per common share being offered may be higher than the net tangible book value per common share outstanding prior to this offering. Assuming that an aggregate of 14,836,795 common shares are sold at a price of $3.37 per share, the last reported sale price of the common shares on the Nasdaq Global Select Market on March 4, 2021, for aggregate proceeds of $50,000,000 in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will suffer immediate and substantial dilution of $2.31 per common share, representing the difference between the as adjusted net tangible book value per common share as of December 31, 2020, after giving effect to this offering and the assumed offering price. For information on how the foregoing amounts were calculated, see “Dilution.” As a result of the potential dilution to investors purchasing common shares in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. We have broad discretion over the use of our cash and cash equivalents, including the net proceeds we receive in this offering, and may not use the proceeds them effectively. Our management will have has broad discretion with respect to use our cash and cash equivalents, including the use of net proceeds of we receive in this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of to fund our management regarding the application of the proceeds of this offering. The results operations and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds these funds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stockshares. Our The failure by our management to apply these funds effectively could result in financial losses that could have a material an adverse effect on our business and business, cause the price of our common stock shares to declinedecline and delay the development of our product candidates. You will experience immediate Pending their use to fund operations, we may invest our cash and substantial dilution cash equivalents in a manner that does not produce income or that loses value. Future sales of common shares by existing shareholders could depress the net tangible book value per share market price of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per shares. As of December 31, 2020, 57,552,578 common shares were issued and outstanding. Sales of a substantial number of share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution shares in the net tangible book value public market, or the perception that these sales might occur, could depress the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities. A substantial number of our common shares are now generally freely tradable, subject, in the case of sales by our affiliates, to the volume limitations and other provisions of Rule 144 under the Securities Act. If holders of these common shares sell, or indicate an intent to sell, substantial amounts of our securities in the public market, the trading price of our common shares could decline significantly. We have also filed registration statements with the SEC to register the common shares that may be issued under our equity incentive plans. The common shares subject to outstanding options under our equity incentive plans and common shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. Sales of a large number of the common stock you purchase shares issued under these plans in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See public market could have an adverse effect on the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares market price of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilutionshares. It is not possible to predict the actual number of shares we will sell under the Distribution Agreementsales agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice instruction to the sales agent SVB Leerink to sell common shares at any time throughout the term of the Distribution Agreementsales agreement. The number of shares that are sold through the sales agent SVB Leerink after delivering a placement notice our instruction will fluctuate based on a number of factors, including the market price of the our common stock shares during the sales period, the limits we set with the sales agent SVB Leerink in any applicable placement noticeinstruction to sell shares, and the demand for our common stock shares during the sales period. Because the price per share of each share sold will fluctuate during the sales periodthis offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby will be sold in“at 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 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, and numbers of shares sold in this offering. In addition, 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.

RISK FACTORS. Investing An investment in our securities common stock involves risks. Before purchasing We urge you to carefully consider all of the securities offered by this prospectus supplement you should consider carefully the risk factors described information contained in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed or incorporated by reference in this prospectus supplement. For a description of these reports supplement and documents, the accompanying base prospectus and other information about where you can find them, see which may be incorporated by reference in this prospectus supplement and the accompanying base prospectus as provided under “Incorporation of Certain Information By Documents by Reference.” In particular, you should consider the risk factors under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference in this prospectus supplementsupplement and the accompanying base prospectus, as those risk factors are amended or supplemented by our subsequent filings with the SEC. The This prospectus supplement also contains forward- looking statements that involve risks and uncertainties we discuss uncertainties. Please read “Cautionary Note Concerning Forward Looking Statements.” Our actual results could differ materially from those anticipated in this prospectus supplementthe forward-looking statements as a result of certain factors, including the accompanying prospectus and risks described in the documents incorporated by reference herein into this prospectus supplement and therein are those the accompanying base prospectus. There may be additional risks that we do not presently know of or that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed are immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 also impair our business and cause the price financial position. If any of these risks occur, this could expose us to liability, and our common stock to declinebusiness, financial condition or results of operation could be adversely affected. You will experience immediate and substantial dilution in the net tangible book value per share As a result, you could lose all or part of the common stock you purchaseyour investment. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior Risks Related to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. Offering The common stock offered hereby will be sold in“at the market 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 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, and numbers of shares sold in this offering. In additionsold, 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. The 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 the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares sold by the Sales Agent after delivering a sales notice will fluctuate based on the market price of the shares of common stock during the sales period and limits we set with the Sales Agent. 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 that will be ultimately issued. Sales of our common stock in this offering or otherwise, 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 $30 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. In addition, we may issue additional shares of our common stock in subsequent public offerings or private placements for general corporate purposes, to conduct research and development, to make new investments or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute the existing stockholders’ interests in us. Management has broad discretion as to the use of net proceeds of this offering, and may not use these net proceeds in a manner desired by our stockholders. Our management will have broad discretion 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 this offering. Accordingly, 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 net proceeds are being used appropriately. Our needs may change as our business evolves. As a result, the net proceeds to be received in this offering may be used in a manner significantly different from our current expectations. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return. Our common stock is listed to trade on more than one stock exchange, and this may result in price variations. Our common stock is listed for trade on both the NYSE American and the TASE. Dual-listing may result in price variations between the exchanges due to a number of factors. First, our common stock is traded in U.S. dollars on the NYSE American and in NIS on the TASE. In addition, the exchanges are open for trade at different times of the day and on different days. For example, the TASE opens generally during Israeli business hours, Sunday through Thursday, while the NYSE American opens generally during U.S. business hours, Monday through Friday. The two exchanges also have differing vacation schedules. Differences in the trading schedules, as well as volatility in the exchange rate of the two currencies, among other factors, may result different trading prices for our common stock on the two exchanges. Other external influences may have different effects on the trading price of our common stock on the two exchanges. There is no certainty regarding the net proceeds to our Company. There is no certainty that gross proceeds of $30,000,000 will be raised in this offering. The Sales Agent has agreed to use its commercially reasonable efforts to sell the shares on our behalf if and as instructed by us, or to purchase the shares as principal from time to time, if agreed pursuant to a separate terms agreement. However, we are not required to request the sale of the maximum amount offered or any amount and, if we request a sale, the Sales Agent is not obligated to purchase any shares that are not sold. As a result of the offering being made on a commercially reasonable efforts basis with no minimum, and only as requested by us, we may raise substantially less than the maximum total offering amount or nothing at all. The common stock is equity and is subordinate to our existing and future indebtedness, including our outstanding convertible notes. Shares of the common stock are equity interests in our Company and do not constitute indebtedness. As such, shares of the common stock will rank junior to all indebtedness, including our outstanding 7.5% Secured Convertible Promissory Notes due 2021, and other non-equity claims on our Company with respect to assets available to satisfy claims on our Company, including in a liquidation of our Company. Additionally, our board of directors is authorized to issue up to 100,000,000 shares of preferred stock without any action on the part of stockholders of our common stock. Holders of our common stock are subject to the prior dividend, liquidation preferences, terms of redemption, conversion rights and voting rights, if any, of any holders of our preferred stock or depositary shares representing such preferred stock then outstanding.

RISK FACTORS. Investing We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under Item 1A. Risk Factors in our securities involves risksAnnual Report on Form 10-K for the year ended December 31, 2015. Before purchasing Prior to the securities offered by date of this prospectus supplement you should consider carefully the report, additional risk factors described related to the acquisition of HSM arose in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information addition to those previously set forth in our reports Annual Report on Forms Form 10-KK for the year ended December 31, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement2015. The risks and uncertainties additional risk factor is presented below. If foreign ownership of our stock exceeds certain levels, we discuss in this prospectus supplementcould be prohibited from operating inland river vessels, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also which could materially and adversely affect our business, financial condition, results of operationsoperations and cash flows. The Shipping Act of 1916 and Merchant Marine Act of 1920, business which we refer to collectively as the Maritime Laws, generally require that vessels engaged in U.S. coastwise trade be owned by U.S. citizens. Among other requirements to establish citizenship, entities that own such vessels must be owned at least 75 percent by U.S. citizens. If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters. Such a prohibition could materially and prospectsadversely affect our business, financial condition, results of operations and cash flows. Due to factors beyond Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the information included under Item 1. Business, Item 1A. Risk Factors, Item 6. Selected Financial Data and Item 8. Financial Statements and Supplementary Data. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes various forward-looking statements concerning trends or events potentially affecting our controlbusiness. You can identify our forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “objective,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project,” “potential,” “seek,” “target,” “could,” “may,” “should,” “would,” “will,” or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, our stock price may be volatilethese statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could result cause future outcomes to differ materially from those set forth in substantial losses for investors holding our sharesforward-looking statements. Any of the following factors could affect the market price of our common stock: · Our failure PARTNERSHIP OVERVIEW We are a diversified, growth-oriented MLP formed by MPC to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments own, operate, develop and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate acquire midstream energy infrastructure assets. We are engaged in the futuregathering, processing and transportation of natural gas; · Disclosure the gathering, transportation, fractionation, storage and marketing of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, NGLs and the demand for our common stock during the sales period. Because the price per share gathering, transportation and storage of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby will be sold in“at the market offerings,” crude oil 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 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, and numbers of shares sold in this offering. In addition, 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 paidrefined petroleum products.

RISK FACTORS. Investing An investment in our securities Notes involves certain risks. Before purchasing the securities offered by this prospectus supplement you should consider carefully the The risk factors described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-Kbelow are those that, 10-Q and 8-K that we file with the SEC after at the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplementMemorandum, TPIG deems to be the most significant. For a description of these reports and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus and Other factors ultimately may affect an investment in the documents incorporated by reference herein Notes in a manner and therein are those that we currently believe may materially affect our companyto a degree not now foreseen. Additional risks not presently knownTHESE RISK FACTORS TOGETHER WITH THE OTHER MATTERS SET FORTH ELSEWHERE IN THIS MEMORANDUM SHOULD BE CONSIDERED CAREFULLY, or currently deemed immaterial, also BUT ARE NOT INTENDED TO BE AN EXHAUSTIVE LISTING OF ALL POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES. Risks Relating to the Notes We have a substantial amount of indebtedness which could materially and adversely affect our financial conditionposition and prevent us from fulfilling our obligations under the Notes. As of April 1st, results 2022, we had total debt of operationsapproximately $14.1 million. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may: ○make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the Notes and our other indebtedness; ○limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes; ○limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; ○require us to use a substantial portion of our cash flow from operations to make debt service payments; ○limit our flexibility to plan for, or react to, changes in our business and prospectsindustry; ○place us at a competitive disadvantage compared to less leveraged competitors; and ○increase our vulnerability to the impact of adverse economic and industry conditions. Due We may not be able to generate sufficient cash to service our debt obligations, including our obligations under the Notes. Our ability to make payments on and refinance our indebtedness, including the Notes, will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, and other factors beyond our control, our stock price . We may be volatileunable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, which could result in substantial losses for investors holding premium if any, and interest on our sharesindebtedness, including the Notes. Any of If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be unable to provide new loans and otherwise implement our business plans, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure Notes. As a result, we may be unable to meet our forecasts relating scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and TPIG might be required to our future operating performance; · Our failure dispose of material assets or operations to meet financial analysts’ performance expectations; · Changes in earnings estimates our debt service and recommendations by financial analysts; · Our public disclosure other obligations. We may not be able to consummate those dispositions of assets or to obtain the terms proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. The Notes will be subject to the prior claims of any financing which future secured creditors. The Notes are unsecured obligations, ranking effectively junior to any secured indebtedness we consummate may incur in the future; · Disclosure . There is no limit on the amount of the results of additional debt that we may incur and permits us to incur secured debt under specified circumstances. If we incur secured indebtedness, our monthly payment plan and collections; · A decline in the economy which impacts our ability assets securing any such indebtedness will be subject to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock prior claims by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companiessecured creditors. In the pastevent of our bankruptcy, following periods insolvency, liquidation, reorganization, dissolution or other winding up, or upon any acceleration of volatility the Notes, our assets that secure other indebtedness will be available to pay obligations on the Notes only after all other such debt secured by those assets has been repaid in full. Any remaining assets will be available to you ratably with all of our other unsecured and unsubordinated creditors, including trade creditors. If there are not sufficient assets remaining to pay all these creditors, then all or a portion of the market price Notes then outstanding would remain unpaid. We may not be able to repurchase the Notes. Upon the request of a companyholder of Notes, if certain conditions have been satisfied, we are required to repurchase such holder’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs Notes or a portion thereof at 100% of their principal amount plus accrued and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use unpaid interest The source of funds for any such purchase of the proceeds Notes will be our available cash or cash generated from this offeringour operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the Notes because we may not have sufficient financial resources. Accordingly, we may not be able to satisfy our obligations to purchase the Notes unless we are able to refinance. Business Risks Our borrowers may default on the loan and we may not use have to foreclose on the proceeds effectivelycollateral. Our management The LLC is in the business of lending money generally secured in whole or in part by real estate and therefore bears the risks of defaults by borrowers. Many LLC loans will have broad discretion be interest-only loans providing for monthly interest payments with respect to a large "balloon" payment of principal due at the use of proceeds of this offering, including for any end of the purposes described term. Many borrowers are unable to repay such balloon payments out of their own funds and are compelled to refinance. Fluctuations in interest rates and the section unavailability of this prospectus supplement entitled “Use funds could adversely affect the ability of Proceeds.” You borrowers to refinance their loans at maturity. The LLC will be relying rely primarily on the judgment assets securing the loans to protect its investment. It will to a lesser extent rely upon the creditworthiness of our management regarding the application a particular borrower. There are a number of the proceeds of this offering. The results and effectiveness of the use of proceeds are uncertain, and we factors that could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance adversely affect the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offeringsuch security, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional sharesincluding, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or among other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales periodthings, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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.following:

RISK FACTORS. Investing in our securities Purchasing GLOZAL CAFE Tokens involves risksa number of potential risks and uncertainties, including those described below. Before purchasing You should carefully consider these risks and we encourage you to speak with your financial, legal and/or tax advisors as necessary before deciding whether to enter into the securities offered by CAFE and purchase GLOZAL CAFE Tokens. In addition, this prospectus supplement you should consider carefully CAFE and the risk factors described in this prospectus supplement, documents included herewith include “forward-looking statements” within the accompanying prospectusmeaning of Section 27A of the Securities Act of 1933, as well amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the risks, uncertainties “Exchange Act”). These forward-looking statements include all statements other than statements of historical facts and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed current status contained or incorporated by reference in this prospectus supplement. For a description of these reports and documentsCAFE, including statements regarding our future financial position, our business strategy, and information about where you can find them, see “Incorporation the plans and objectives of Certain Information By Reference” in this prospectus supplementmanagement for future operations. The risks words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and uncertainties we discuss in this prospectus supplement, the accompanying prospectus similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and in the documents incorporated by reference herein projections about future events and therein are those financial trends that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business strategy, short- term and prospectslong-term business operations and objectives, and financial needs. Due These forward-looking statements involve risks, uncertainties and assumptions related to: significant regulatory uncertainty for digital assets; competition from other financial infrastructure software providers; expectations of our revenue growth rate to factors beyond decline and anticipated downward pressure on our controloperating margin; fluctuations in our operating results; failure to innovate and provide products and services that are useful to users; and other risks, our stock price uncertainties and assumptions. We caution you not to place undue reliance on the forward-looking statements contained in this CAFE, which speak only as of the date hereof. We also note that digital assets, including assets like the GLOZAL CAFE Tokens are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that Glozal’s investment objectives will be achieved or that a secondary market would ever develop for the GLOZAL CAFE Tokens, whether via Glozal itself, via third party registered broker-dealers or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in GLOZAL CAFE Tokens. Prospective investors should obtain their own legal and tax advice prior to making an investment in GLOZAL CAFE Tokens and should be aware that an investment in GLOZAL CAFE Tokens may be volatile, which could result in substantial losses for investors holding our sharesexposed to other risks of an exceptional nature from time to time. Any of the The following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise considerations are among those that should be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offeringcarefully evaluated before making an investment in, and we may not use agreeing to enter into the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of ProceedsCAFE and acquire GLOZAL CAFE Tokens.” 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 that 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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.

RISK FACTORS. Investing in our securities involves risksa high degree of risk. Before purchasing You should carefully consider the securities offered risks described in the documents incorporated by reference in this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, and the accompanying prospectus, as well as other information we include or incorporate by reference into this prospectus and any applicable prospectus supplement, before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our securities could decline due to the materialization of any of these risks, uncertainties and additional information set forth you may lose all or part of your investment. This prospectus supplement and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our most recent annual report on Form 10-K which is on file with the SEC and is incorporated herein by reference, (ii) our most recent quarterly reports on Forms Form 10-KQ, 10-Q which are on file with the SEC and 8-K are incorporated by reference into this prospectus supplement, and (iii) other documents we file with the SEC that are deemed incorporated by reference into this prospectus supplement. These risk factors may be amended, supplemented or superseded from time to time by risk factors contained in other Exchange Act reports that we file with the SEC after SEC, which will be subsequently incorporated herein by reference; by any other prospectus supplement; or by a post- effective amendment to the date registration statement of which this prospectus supplement forms a part. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which are deemed incorporated by reference in this prospectus supplementthey may affect our financial performance. For a description of these reports and documents, and information about where you can find themmore information, see “Where You Can Find More Information,” “Incorporation of Certain Information By Reference” in and “Cautionary Statement Regarding Forward-Looking Statements.” Additional Risks Related to this prospectus supplement. The risks and uncertainties Offering Because we discuss in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the in how we use of the proceeds from this offering, and we may not use the proceeds effectivelyin ways with which you disagree. Our We have not allocated specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, our management will have broad discretion with respect to some flexibility in applying the use of net proceeds of this offering, including for any of the purposes described in the section of this 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. The results and effectiveness of 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 uncertainbeing used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value any, return for us. The failure of our common stock. Our failure management to apply these use such funds effectively could have a material adverse effect on our business business, financial condition, operating results and cause the price of our common stock to declinecash flow. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public The offering price for our common stock per share in this offering is substantially higher than may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that an aggregate of 7,604,563 shares of our common stock are sold at a price of $2.63 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on May 22, 2020, for aggregate gross proceeds of $20.0 million, and after deducting commissions and estimated offering expenses payable by us, you will suffer experience immediate and substantial dilution in of $2.14 per share, representing the difference between our as adjusted net tangible book value per share as of March 31, 2020 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 “Dilution” for a more detailed discussion of the common stock dilution you purchase will incur in connection with this offering. If You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may at any time, including during the underwriters exercise their option to purchase additional sharespendency of this offering, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of offer additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or other securities convertible into or exchangeable forfor 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 stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilutionprice per share paid by investors in this offering. It is not possible to predict the The actual number of shares we will sell issue under the Distribution Sales Agreement, at any one time or the gross proceeds resulting from those salesin total, is uncertain. Subject to certain limitations in the Distribution Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent Virtu at any time throughout the term of the Distribution Sales Agreement. The number of shares that are sold through the sales agent by Virtu after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales periodperiod and limits we set with Virtu. 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 currently possible at this stage to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if anyultimately issued. The common stock offered hereby will be sold in“at 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 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 numbers of shares sold in this offering. In additionsold, 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. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, including “Prospectus Supplement Summary,” “Risk Factors” and “Use of Proceeds,” the accompanying prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, or collectively, forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, the following: ● our future results of operations and financial position, business strategy, market size and potential growth opportunities; ● preclinical and clinical development activities; ● efficacy and safety profiles of our clinical candidates; ● the anticipated therapeutic properties of our MBT drug development candidates; ● expectations regarding our ability to effectively protect our intellectual property; and ● expectations regarding our ability to attract and retain qualified employees and key personnel. Because forward-looking statements relate to the future, they are subject to a number of risks, uncertainties and assumptions, which are difficult to predict and many of which are outside of our control, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include, among other things, the following: ● disruptions resulting from the COVID-19 outbreak, or similar pandemics, that could severely impact our business, clinical trials and preclinical studies; ● whether the results of our clinical trials of CB4211 will be predictive of the final results of the trial or results of early clinical studies, and whether such results will be indicative of the results of future studies; ● our ability to obtain required regulatory approvals to develop and market our product candidates; ● our ability to raise additional capital on favorable terms; ● our ability to execute our research and development plan on time and on budget; ● our ability to obtain commercial partners; ● our ability, whether alone or with commercial partners, to successfully develop and commercialize a product candidate; ● our ability to identify and develop additional drug candidates; and ● other risk factors included under “Risk Factors” in this prospectus. This list is not exhaustive of the factors that may affect our forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Any forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which it is made. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

RISK FACTORS. Investing An investment in our securities company involves a number of risks. Before purchasing the securities offered by this prospectus supplement you make a decision to invest in our common stock, you should consider carefully the risk factors risks described in this prospectus supplement, the accompanying prospectusbelow, as well as the risks, uncertainties and additional information set forth risks described in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed or incorporated by reference in this prospectus supplement. For a description of these reports supplement and documentsthe accompanying prospectus, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The including the risks and uncertainties we discuss discussed under the section titled "Risk Factors" in this prospectus supplementour most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, the accompanying prospectus and in the all other documents incorporated by reference herein into this prospectus supplement and therein are those that we currently believe accompanying prospectus, as updated by our subsequent filings under the Exchange Act. In addition, our business is subject to significant regulation and is greatly dependent on our ability to protect our proprietary discoveries and technologies. The risks described below under the captions "Regulatory Risks Relating to Our Business" and "Intellectual Property Risks Related to Our Business" supplement and provide certain updates to certain of the regulatory and intellectual property related risks set forth under the captions "Regulatory Risks Relating to Our Business" and "Intellectual Property Risks Related to Our Business," respectively, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The risk factor updates set forth below should be read in conjunction with the risk factors set forth in our most recent Form 10-K under the caption "Item 1A. Risk Factors," as may materially affect be updated from time to time by subsequent filings under the Securities Exchange Act of 1934, as amended. Any of these risks could have a material adverse effect on our companybusiness, prospects, financial condition and results of operations. In any such case, the trading price of our securities could decline and you could lose all or part of your investment. Additional risks not presently known, known to us or that we currently deemed immaterial, deem immaterial may also could materially and adversely affect our financial condition, business operations. The risks discussed below also include forward-looking statements and our actual results of operations, business and prospectsmay differ substantially from those discussed in these forward-looking statements. Due See "Special Note Regarding Forward-Looking Statements." Risks Related to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. This Offering Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our We currently intend to use the net proceeds received by us in this offering to fund contributions to our joint venture with Mayo, expansion of our sales and marketing capabilities, further research and development activities, expansion of business, strategic transactions and working capital and other general corporate purposes. However, our management will have broad discretion with respect as to the use of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the net proceeds of from this offeringoffering and could use them for purposes other than those currently contemplated. The results and effectiveness of Our management may use the use of net proceeds are uncertain, and we could spend the proceeds in ways for corporate purposes that you do not agree with or that do may not improve our results financial condition or market value. The vast majority 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in shares offered under this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, supplement and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that accompanying prospectus will be sold or the gross proceeds to be raised in connection with those sales"at-the- market" offerings, if any. The common stock offered hereby 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 prospectus supplement and the accompanying prospectus at different times will likely pay different prices, and 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, and numbers of shares sold in this offering. In additionsold, 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. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. In addition, we may issue additional equity or convertible securities in the future, which may result in additional dilution to investors. Since the price per share of our common stock being offered is substantially higher than the net tangible book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on an assumed offering price of $12.30 per share (which was the last reported sale price of a share of our common stock on The NASDAQ Capital Market on July 14, 2015), if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of approximately $8.27 per share in the net tangible book value of the common stock. See the section titled "Dilution" in this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering. In addition, we have a significant number of stock options and restricted stock outstanding. If the holders of these securities exercise them or become vested in them, as applicable, you may incur further dilution. Furthermore, 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 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. Resales of our common stock in the public market following the offering may cause its market price to fall. We will 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. If our stockholders sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could fall. There has been a limited trading market for our common stock. We only relatively recently received approval to list our common stock on The NASDAQ Capital Market. Prior to August 2013, our common stock had been quoted on the OTCQB, and prior to our initial public offering in April 2013, there was no trading activity in our common stock. Although the NASDAQ listing improved the liquidity of our common stock, such listing has been of limited duration and no assurance can be given that recent levels of trading activity will continue. A lack of an active market may impair the ability of our stockholders to sell shares at the time they wish to sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of our shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration. The price of our common stock may be volatile, and the market price of our common stock may decrease. Our stock price per share may vary from time to time. Even if an active market for our stock continues, our stock price nevertheless may be volatile. Market prices for securities of early-stage life sciences companies have historically been particularly volatile. The factors that may cause the market price of our common stock to fluctuate include, but are not limited to: • progress, or lack of progress, in developing and commercializing our proprietary tests; • favorable or unfavorable decisions about our tests or services from government regulators, insurance companies or other third-party payors; • our ability to recruit and retain qualified regulatory and research and development personnel; • changes in investors' and securities analysts' perception of the business risks and conditions of our business; • changes in our relationship with key collaborators; • changes in the market valuation or earnings of our competitors or companies viewed as similar to us; • changes in key personnel; • depth of the trading market in our common stock; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the granting or exercise of employee stock options or other equity awards; • realization of any of the risks described under this section titled "Risk Factors"; and • general market and economic conditions. In addition, the equity markets have experienced significant price and volume fluctuations that have affected the market prices for the securities of newly public companies for a number of reasons, including reasons that may be unrelated to our business or operating performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and the diversion of management attention. Our stockholders may be diluted by exercises of outstanding options and warrants. As of March 31, 2015, we had outstanding options to purchase an aggregate of 1,888,375 shares of our common stock at a weighted- average exercise price of $10.50 per share and warrants to purchase an aggregate of 1,136,078 shares of our common stock at a weighted- average exercise price of $13.47 per share (of which warrants to purchase 75,000 shares have anti-dilution protection that will reduce the exercise price thereof to our lowest sales price if we sell any stock in this offering at a price of less than $10 per share). The exercise of such outstanding options and warrants will result in dilution of the value of our shares. Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could adversely affect our common stock price and trading volume. Securities research analysts establish and publish their own periodic projections for our business. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match securities research analysts' projections. Similarly, if one or more of the analysts who writes reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, our stock price or trading volume could decline. While we expect securities research analyst coverage, if no securities or industry analysts begin to cover us, the trading price for our stock and the trading volume could be adversely affected. Our directors and executive officers have substantial influence over us and could delay or prevent a change in corporate control. Our directors and executive officers, together with their affiliates, in the aggregate beneficially own approximately 31.6% of our outstanding common stock, based on the number of shares outstanding on June 30, 2015. Assuming for illustrative purposes that 1,626,016 shares of our common stock are sold in this offering at a price of $12.30 per share, which was the last reported sale price of our common stock on The NASDAQ Capital Market on July 14, 2015, after giving effect to this offering, our directors and executive officers, together with their affiliates, would, in the aggregate, beneficially own approximately 27.7% of our outstanding common stock. These stockholders, acting together, have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, have significant influence over our management and affairs. Accordingly, this concentration of ownership might harm the market price of our common stock by: • delaying, deferring or preventing a change in control; • impeding a merger, consolidation, takeover or other business combination involving us; or • discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

RISK FACTORS. Investing in our securities Common Shares involves risksa high degree of risk. Before purchasing You should carefully consider the securities offered by this prospectus supplement you should consider carefully the risk factors risks referenced below and described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed documents incorporated by reference in this prospectus supplementsupplement and the accompanying base prospectus, as well as other information we include or incorporate by reference into this prospectus supplement and the accompanying base prospectus, before making an investment decision. For a description Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these reports and documentsrisks. The trading price of our Common Shares could decline due to the materialization of any of these risks, and information about where you can find themmay lose all or part of your investment. This prospectus supplement and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, see “Incorporation of Certain Information By Reference” including the risks referenced below and described in the documents incorporated herein by reference, including (i) our annual report on Form 10-K for the fiscal year ended December 31, 2017, which is on file with the SEC and is incorporated herein by reference, (ii) our quarterly reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018, which are incorporated by reference into this prospectus supplement, and (iii) other documents we file with the SEC that are deemed incorporated by reference into this prospectus supplement. Risks Related to This Offering The risks market price and uncertainties trading volume of our Common Shares could be volatile and could decline, resulting in a substantial or complete loss of your investment. The stock markets, including the NYSE American, which is the exchange on which we discuss in this prospectus supplementlist our Common Shares, have experienced significant price and volume fluctuations. As a result, the accompanying prospectus market price of our Common Shares could be similarly volatile, and investors in our Common Shares may experience a decrease in the documents incorporated by reference herein and therein are those value of their shares, including decreases unrelated to our operating performance or prospects. Some of the factors that we currently believe may materially could negatively affect our company. Additional risks not presently knownstock price or result in fluctuations in the price or trading volume of our Common Shares include: • our actual or projected operating results, or currently deemed immaterial, also could materially and adversely affect our financial condition, results cash flows and liquidity, or changes in business strategy or prospects; • equity issuances by us, or share resales by our shareholders, or the perception that such issuances or resales may occur; • publication of operationsresearch reports about us or the real estate industry; • changes in market valuations of similar companies; • adverse market reaction to the level of leverage we employ; • additions to or departures of our key personnel; • accounting issues; • speculation in the press or investment community; • our failure to meet, business and prospects. Due to factors beyond our controlor the lowering of, our stock price may be volatileearnings’ estimates or those of any securities analysts; • increases in market interest rates, which could may lead investors to demand a higher distribution yield for our Common Shares and would result in substantial losses for investors holding increased interest expenses on our shares. Any debt; • failure to qualify or to remain qualified as a REIT; • price and volume fluctuations in the stock market generally; and • general market and economic conditions, including the current state of the following factors credit and capital markets. Future sales of substantial amounts of our Common Shares, or the possibility that such sales could occur, could adversely affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our Common Shares. We cannot predict the effect, if any, that future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results issuances or sales of our monthly payment plan and collections; · A decline in securities including sales of our Common Shares pursuant to the economy which impacts Sales Agreement or the availability of our ability to collect our accounts receivable; · Announcements by us securities for future issuance or our competitors of significant contractssale, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in will have on the market price of a company’s securities, our Common Shares. Issuances or sales of substantial amounts of our securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert including sales of our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as Common Shares pursuant to the use of Sales Agreement, or the proceeds from this offeringperception that such issuances or sales might occur, and we may not use could negatively impact the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 and cause the market price of our common stock to decline. You will experience immediate Common Shares and substantial dilution the terms upon which we may obtain additional equity financing in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilutionfuture. It is not possible to predict the actual number of shares Common Shares we will sell under the Distribution Sales Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales distribution agent at any time throughout the term of the Distribution Sales Agreement. The number of shares Common Shares that are sold through the sales distribution agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock Common Shares during the sales period, the limits we set with the sales distribution agent in any applicable placement notice, and the demand for our common stock Common Shares during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock Common Shares offered hereby will be sold in“at in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares Common Shares in this offering at different times will likely pay different prices, and 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, and numbers of shares sold in this offering. In addition, 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. You may experience immediate and substantial dilution in the net tangible book value per Common Share you purchase. The price per Common Share being offered may be higher than the net tangible book value per Common Share outstanding prior to this offering. Assuming that an aggregate of 3,902,439 shares are sold at a price of $4.10 per share, the last reported sale price of our Common Shares on The NYSE American on November 1, 2018, for aggregate proceeds of up to $16,000,000 in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will suffer immediate dilution of $0.50 per share, representing the difference between the as adjusted net tangible book value per Common Share of June 30, 2018 after giving effect to this offering and the assumed offering price. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase Common Shares in this offering. Our management will have broad discretion with respect to the use of the proceeds of this offering. Our management will have broad discretion in the application of the net proceeds to us 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. Because of the number and variability of factors that will determine our use of the net proceeds to us from this offering, their ultimate use may vary from their currently intended use. The failure by us to apply these funds effectively could harm our business.

RISK FACTORS. Investing Our business is subject to numerous risks. Prior to making a decision about investing in our securities involves risks. Before purchasing the securities offered by this prospectus supplement shares of common stock, you should carefully consider carefully the risk factors following risks, in addition to the risks described in this prospectus supplementthe section entitled “Risk Factors” in Part I, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in Item 1A of our reports Annual Report on Forms Form 10-KK for the year ended December 31, 2019 and in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and 8-K that we file September 30, 2020, and as may be described in our future filings with the SEC after the date of this prospectus supplement and SEC, which are deemed incorporated by reference in this prospectus supplementsupplement and the accompanying prospectus. For a description of these reports and documents, and You should also carefully consider the other information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss included or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus. Each of the risks described in the these documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our business, financial condition, results of operationsoperations and prospects, business and could result in a partial or complete loss of your investment. Risks Related to Our Business We may be unable to complete the pending sale of our Chelsea, Massachusetts facility, and if we do complete this transaction we will rely on a sole third party for the commercial manufacture of Inbrija (levodopa inhalation powder). On January 13, 2021, we announced that we entered into a definitive agreement to sell our Inbrija manufacturing facility in Chelsea, Massachusetts to Catalent Pharma Solutions LLC, or Catalent. We may be unable to close the transaction or conclude an agreement on acceptable terms. Failure to complete the transaction may require us to incur significant additional costs to support unused capacity at the facility. In addition, in connection with the sale, we entered into a long-term global supply agreement under which Catalent will manufacture and package Inbrija on an exclusive basis (other than for sale in China). If we close the transaction, we will be reliant on Catalent to supply all of our commercial and clinical supply of Inbrija and, subject to the negotiation of an amendment or new supply agreement, other ARCUS inhaled therapeutic product candidates. Although Catalent has significant experience in commercial manufacturing, given applicable regulatory requirements and the complexity of the manufacturing processes for pharmaceuticals, Catalent may be unable or otherwise not successful in passing any required regulatory inspection prior to manufacturing, carrying out its contractual duties, meet expected deadlines or effectively manufacture or release Inbrija in a timely manner in accordance with current good manufacturing practices and other regulatory requirements. If we are unable to obtain adequate supplies of Inbrija under our supply agreement with Catalent, or if the supplies we receive do not meet quality and safety standards, we could face supply shortages, significant additional costs, product liability claims and reputational harm. In addition, we may be unable to offset our payment commitments under the supply agreement if we are forced to obtain Inbrija from another supplier, which we may be unable to identify. Any of these factors, alone or in combination, could materially harm our business, financial condition, results of operations and prospects. Due Risks Related to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 and cause the price of our common stock to decline. Offering You will experience immediate and substantial dilution in the book value per share of the common stock you purchase. The shares sold in this offering, if any, will be sold from time to time at various prices; however, the assumed 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 3,596,698 shares of our common stock are sold at an assumed offering price of $4.24 per share, the last reported sale price of our common stock on Nasdaq on January 12, 2021, for aggregate gross proceeds of $15,250,000, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will experience immediate dilution of $8.28 per share, representing the difference between the assumed offering price and our as adjusted net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase common stock in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offeringsoffering. In addition, we have a significant number of options and warrants to purchase shares or our common restricted stock units outstanding. If the holders of these securities are exercisedexercise them or become vested in them, as applicable, you may incur further dilution. Moreover, to the extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby will be sold in“at in “at the market market” offerings,” , and investors who buy shares 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. As a result, and so they investors 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 numbers of shares sold in this offering. In addition, 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. The actual number of shares of common stock 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 the sales agent at any time throughout the term of the sales agreement. The number of shares that are sold by the sales agent after we deliver a sales notice will fluctuate based on the market price of our common stock during the sales period and limits we set with the sales agent. 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 that will be ultimately issued. Management will have broad discretion as to the use of proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment. Our management will have broad discretion over the use of proceeds from the sale of shares of our common stock in this offering, including for any of the purposes described in the section of this prospectus entitled “Use of Proceeds,” and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Our failure to apply the net proceeds from the sale of our shares in this offering could effectively have a material adverse effect on our business, delay the development of our products, compromise our ability to pursue our business strategy, and cause the price of our common stock to decline, and we might not be able to yield a significant return, if any, on our investment of these net proceeds. In addition, the net proceeds from the sale of our shares in this offering may not be sufficient for our anticipated uses, and we may need additional resources to progress our product candidates to the stage we expect. Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could cause our stock price to decline. Sales of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. It is possible that we could issue and sell additional shares of our common stock in the public markets. Furthermore, if our existing stockholders sell a large number of shares of our common stock, or the public market perceives that existing stockholders might sell shares of common stock, the market price of our common stock could decline significantly. Sales of substantial amounts of shares of our common stock in the public market by our executive officers, directors, 5% or greater stockholders or other stockholders, or the prospect of such sales, could adversely affect the market price of our common stock. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock. As of January 7, 2021, 9,483,236 shares of our common stock were issued and outstanding, including 23,458 shares subject to unvested restricted stock awards outstanding under the 2015 Omnibus Incentive Compensation Plan, and an additional 1,331,125 shares are issuable upon the exercise of outstanding stock options under the 2015 Omnibus Incentive Compensation Plan and the 2006 Employee Incentive Plan and upon the vesting and settlement of restricted stock units outstanding under the 2015 Omnibus Incentive Compensation Plan. Additional shares of common stock are authorized for issuance pursuant to options and other stock-based awards under the 2015 Omnibus Incentive Compensation Plan and under the 2019 Employee Stock Purchase Plan, and additional stock-based awards could be issued under the 2016 Inducement Plan. To the extent that option holders exercise outstanding options, there may be further dilution and the sales of shares issued upon such exercises could cause our stock price to drop further. In addition, we may elect to settle future interest payments on, and/or all or a portion of our conversion or make-whole payment obligations under, our 6.00% Convertible Senior Secured Notes due 2024 in shares of common stock, which could lead our stockholders to experience significant dilution. We cannot predict the effect that our reverse stock split will have on the market price for shares of our common stock. On December 31, 2020, we completed a one-for-six reverse stock split of our shares of common stock and proportionate reduction in the number of authorized shares of common stock from 370,000,000 to 61,666,666. The reverse stock split was effected in accordance with the authorization adopted by our stockholders at the Company’s Special Meeting of Stockholders convened on July 31, 2020 and was announced on December 21, 2020. Our Board of Directors determined to effect the reverse stock split because it is a potentially effective means to increase the per share market price of our common stock and thus enable us to regain compliance with the $1.00 per share minimum closing price required to maintain continued listing of our common stock on Nasdaq under Nasdaq Listing Rule 5450(a)(1), or the Minimum Bid Requirement. However, there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with the Minimum Bid Requirement, and there are a number of risks and potential disadvantages associated with a reverse stock split. We cannot predict the effect of the reverse stock split upon the market price for shares of our common stock, and the history of similar reverse stock splits for companies in like circumstances has varied. Some investors may have a negative view of a reverse stock split. Even if the reverse stock split has a positive effect on the market price for shares of our common stock, performance of our business and financial results, general economic conditions and the market perception of our business, and other adverse factors which may not be in our control could lead to a decrease in the price of our common stock following the reverse stock split. Even if the reverse stock split does result in an increased market price per share of our common stock, the market price per share following the reverse stock split may not increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementation of the reverse stock split. Accordingly, even with an increased market price per share, the total market capitalization of shares of our common stock after the reverse stock split could be lower than the total market capitalization before the reverse stock split. Also, even if there is an initial increase in the market price per share of our common stock after the reverse stock split, the market price many not remain at that level. If the market price of shares of our common stock declines following the reverse stock split, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split due to decreased liquidity in the market for our common stock. Accordingly, the total market capitalization of our common stock following the reverse stock split could be lower than the total market capitalization before the reverse stock split.

RISK FACTORS. Investing in our securities involves risksa high degree of risk. Before purchasing the securities offered by this prospectus supplement Prior to making a decision about investing in our securities, you should carefully consider carefully the specific risk factors discussed in the sections entitled “Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended December 31, 2019 under the heading “Item 1A. Risk Factors,” and as described or may be described in this prospectus supplement, any subsequent quarterly report on Form 10-Q under the accompanying prospectus, heading “Item 1A. Risk Factors,” as well as the risks, uncertainties in any applicable prospectus supplement and additional information set forth contained or to be contained in our reports on Forms 10-K, 10-Q and 8-K that we file filings with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus, together with all of the other information contained in this prospectus, or any applicable prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Information By by Reference.” If any of the risks or uncertainties described in this our SEC filings or any prospectus supplement. The supplement or any additional risks and uncertainties we discuss actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of the value of your investment. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements. In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should”, “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus. You should read this prospectus supplement, the and any accompanying prospectus supplement and in the documents incorporated by that we reference herein and therein are those and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, actual future results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result materially different from what we expect. You should assume that the information appearing in substantial losses for investors holding our shares. Any this prospectus and any accompanying prospectus supplement is accurate as of the following date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to above, as well as the risk factors referred to on page 2 of this prospectus and incorporated herein by reference, could affect the market price of our common stock: · Our failure cause actual results or outcomes to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline differ materially from those expressed in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements forward-looking statements made by us or on our competitors of significant contractsbehalf, new servicesyou should not place undue reliance on any forward-looking statements. Further, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future nonany forward-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion looking statement speaks only as to the use of the proceeds from this offeringdate on which it is made, and we may not use undertake no obligation to update any forward-looking statement to reflect events or circumstances after the proceeds effectivelydate on which the statement is made or to reflect the occurrence of unanticipated events. Our management will have broad discretion with respect New factors emerge from time to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. The results and effectiveness of the use of proceeds are uncertaintime, and we could spend the proceeds in ways that you do it is not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure possible for us to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline. You predict which factors will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offeringsarise. In addition, we have a significant number cannot assess the impact of options and warrants to purchase shares each factor on our business or our common stock outstanding. If these securities are exercised, you may incur further dilution. Moreover, to the extent that we issue additional options or warrants to purchasewhich any factor, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number combination of factors, including the market price may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the common stock during the sales period, the limits we set with the sales agent information presented in this prospectus and any applicable placement noticeaccompanying prospectus supplement, and the demand for particularly our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales periodforward-looking statements, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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 paidby these cautionary statements.

RISK FACTORS. Investing In addition to the other information included herein, including the matters addressed in the “Special Note Regarding Forward-Looking Statements,” you should carefully consider the following risks before making an investment in our securities involves riskssecurities. Before purchasing the securities offered by this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The Additional risks and uncertainties not presently known to us or that are not currently believed to be important also may adversely affect our business following the Transactions. Unless the context indicates otherwise, when we discuss in refer to “we,” “us” and “our” for purposes of this prospectus supplementsection, we are referring to Ducommun and its subsidiaries including XxXxxxx and its subsidiaries following consummation of the XxXxxxx Acquisition. Risks Related to the Notes Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under the notes. After the notes offering and the application of the net proceeds therefrom, we will have a significant amount of indebtedness. As of April 2, 2011, on a pro forma basis, we would have had total indebtedness of $393.3 million, including the notes and the principal amount of our New Term Loan Facility, plus, to the extent necessary, limited borrowings, but no greater than $10.0 million, under the New Revolving Credit Facility with the remaining portion of such $60.0 million New Revolving Credit Facility available to be borrowed. Upon the satisfaction of certain conditions including, but not limited to, the accompanying prospectus agreement of lenders to provide such facilities or commitments, we will also have the option to add one or more incremental term loan facilities or increase commitments under our New Revolving Credit Facility by an aggregate amount of up to $75.0 million. The Existing Ducommun Credit Facility and in the documents incorporated by reference herein Existing XxXxxxx Credit Facility will be repaid and therein are those terminated at closing. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as: • refinancing or restructuring our debt; • selling assets; • reducing or delaying scheduled expansions and capital investments; or • seeking to raise additional capital. We cannot assure you that we currently believe would be able to enter into these alternative financing plans on commercially reasonable terms or at all. Moreover, any alternative financing plans that we may materially affect be required to undertake would still not guarantee that we would be able to meet our companydebt obligations. Additional risks not presently knownOur inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the notes, or currently deemed immaterialto obtain alternative financing, also could materially and adversely affect our business, results of operations, financial condition and business prospects. Our high level of debt could have important consequences to us and to the holders of the notes, including: • making it more difficult for us to satisfy our obligations with respect to the notes and our other debt; • the occurrence of an event of default if we fail to satisfy our obligations with respect to the notes or our other indebtedness or fail to comply with the financial and other restrictive covenants contained in the indenture governing the notes or agreements governing other indebtedness, which event of default could result in acceleration of the indebtedness outstanding under the indenture and in a default with respect to, and an acceleration of, our other indebtedness and could permit our lenders to foreclose on any of our assets securing such debt; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements; • requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes; • increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our New Credit Facilities, bear interest at variable rates, which could further adversely impact our cash flows; • limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • impairing our ability to obtain additional financing in the future; • preventing us from raising the funds necessary to repurchase all notes tendered to us upon the occurrence of certain changes of control, which failure to repurchase would constitute an event of default under the indenture governing the notes; • placing us at a disadvantage compared to other, less leveraged competitors; and • increasing our cost of borrowing. The occurrence of any one of these events could have an adverse effect on our business, financial condition, results of operationsoperations and ability to satisfy our obligations in respect of our outstanding debt. Despite our current indebtedness levels, we may still be able to incur substantially more debt, which could increase the risks associated with the notes. We and our subsidiaries may be able to incur substantial additional indebtedness in the future, which may be secured. While the indenture governing the notes and our New Credit Facilities will limit our ability and the ability of our subsidiaries to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, thus, notwithstanding these restrictions, we may still be able to incur substantially more debt. See “Description of Other Indebtedness.” To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness, including an inability to fulfill our obligations under the notes, could increase. We will need to repay or refinance borrowings under our New Credit Facilities prior to maturity of the notes. Failure to do so could have a material adverse effect upon us. We expect that our New Term Loan Facility and our New Revolving Credit Facility will mature in June 2017 and June 2016, respectively. As of April 2, 2011, on a pro forma basis, we would have had $190.0 million of term loan borrowings under the New Term Loan Facility and, to the extent necessary, limited borrowings, but no greater than $10.0 million, under the New Revolving Credit Facility to finance the XxXxxxx Acquisition and fees and expenses related to the Transactions, with the remaining portion of such $60.0 million New Revolving Credit Facility available to be borrowed after the consummation of the Merger. Consequently, prior to the maturity of the notes, we will need to repay, refinance, replace or otherwise extend the maturity of our New Credit Facilities. Our ability to repay, refinance, replace or otherwise extend will be dependent on, among other things, business conditions, our financial performance and prospectsthe general condition of the financial markets. Due If a financial disruption were to occur at the time that we are required to repay indebtedness outstanding under our New Credit Facilities, we could be forced to undertake alternate financings, negotiate for an extension of the maturity of our New Credit Facilities or sell assets and delay capital expenditures in order to generate proceeds that could be used to repay indebtedness under our New Credit Facilities. We cannot assure you that we will be able to consummate any such transaction on terms that are commercially reasonable, on terms acceptable to us or at all. Our failure to repay, refinance, replace or otherwise extend the maturity of our New Credit Facilities could result in an event of default under the indenture governing the notes and our New Credit Facilities, which could lead to an acceleration or repayment of substantially all of our outstanding debt. We require a significant amount of cash to service our indebtedness. Our ability to generate cash depends upon many factors beyond our control. Our ability to make payments on and to refinance our debt, including the notes, and to fund planned capital expenditures and working capital increases, will depend upon our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure ability to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate cash in the future; · Disclosure . If the Transactions are consummated, our debt service requirements will increase substantially due to the higher principal amount of the results of our monthly payment plan and collections; · A decline in the economy which impacts our debt that will be outstanding. Our ability to collect generate cash is subject to economic, financial, competitive, legislative, regulatory and other factors that may be beyond our accounts receivable; · Announcements by control. We cannot assure you that our business will generate sufficient cash flow from operations in an amount sufficient to enable us or to pay our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offeringdebt, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceeds.” You will be relying on the judgment of notes, or to fund our management regarding the application of the proceeds of this offeringother liquidity needs. 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 that do not improve our results of operations or enhance the value of our common stock. Our failure Any inability to apply these funds effectively generate sufficient cash flow could have a material adverse effect on our business and cause the price financial condition or results of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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 paidoperations.

RISK FACTORS. Investing in our securities involves risksa high degree of risk. Before purchasing You should carefully consider and evaluate all of the securities offered by this prospectus supplement you should consider carefully the risk factors information described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus below and in the documents incorporated by reference herein into this prospectus supplement and therein the accompanying prospectus that summarizes the risks that may materially affect our business before you decide to purchase our Series B Preferred Stock. The risks and uncertainties described in this prospectus supplement and the accompanying prospectus are those not the only ones we face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may materially also adversely affect our companybusiness, business prospects, results of operations or financial condition. Additional Any of the risks not presently knownand uncertainties set forth in this prospectus supplement and the accompanying prospectus, or currently deemed immaterialas updated by annual, also quarterly and other reports and documents that we file with the SEC and incorporate by reference into this prospectus, could materially and adversely affect our financial conditionbusiness, results of operations, business operations and prospectsfinancial condition. Due to factors beyond our control, our stock price may be volatile, which This could result in substantial losses for investors holding our shares. Any of the following factors could affect cause the market price of our common stock: · Our failure the Series B Preferred Stock to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contractsdecline, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offeringperhaps significantly, and we you may not use the proceeds effectivelylose part or all of your investment. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior Risks Related to this offering, you will suffer immediate Offering and substantial dilution in the net tangible book value Ownership of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance Shares of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. Our Series B Preferred Stock It is not possible to predict the actual number of shares we will sell under the Distribution Sales Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent X. Xxxxx Securities at any time throughout the term of the Distribution Sales Agreement. The number of shares that are sold through the sales agent X. Xxxxx Securities after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock our Series B Preferred Stock during the sales period, the any limits we may set with the sales agent X. Xxxxx Securities in any applicable placement notice, notice and the demand for our common stock during the sales periodSeries B Preferred Stock. Because the price per share of each share sold pursuant to the Sales Agreement will fluctuate during the sales periodover time, it is not currently possible to predict the number of shares that will be sold or the gross aggregate proceeds to be raised in connection with those salessales under the Sales Agreement. In addition, if anythe number of shares that may be sold under the Sales Agreement is limited by the number of authorized and unissued shares of Series B Preferred Stock. As of February 10, 2022, we had 490,000 authorized and unissued shares of Series B Preferred Stock that are available for issuance under the Sales Agreement, and assuming we sell all of such authorized shares at a price of $26.05 per share, the closing sales price of Series B Preferred Stock as of February 10, 2022, the total gross proceeds will be approximately $12.76 million. If we intend to sell additional shares of Series B Preferred Stock under the Sales Agreement in excess of such authorized shares, then we must amend the certificate of designations of our Series B Preferred Stock to increase the number of authorized shares of Series B Preferred Stock. Although we intend to increase the number of authorized shares of our Series B Preferred Stock upon the redemption of shares of our Series A Preferred Stock, there is no assurance that such redemption will be completed timely, or at all, to permit us to increase the number of authorized shares of Series B Preferred Stock, and failure to do so may limit our ability to sell up to the maximum amount of $35 million under the Sales Agreement. The common stock Series B Preferred Stock offered hereby will be sold in“at 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 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, and numbers of shares sold in this offering. In addition, 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. Our ability to raise additional capital, including selling shares of Series B Preferred Stock under the Sales Agreement, may be limited if we are unable to maintain a market capitalization in excess of $75 million. This prospectus supplement is not currently subject to the restrictions set forth in General Instruction I.B.6. to Form S-3, which limits primary public offerings with a value exceeding more than one-third (1/3) of the aggregate market value of our common stock held by non-affiliates (i.e., the public float), which is commonly referred to as the “baby shelf limitation”. However, if our public float is below $75 million at the time we file our next Annual Report on Form 10-K, we will be subject to the baby shelf limitation. While this current prospectus supplement is not subject to the baby shelf limitation, there is no assurance that we will be able to maintain a market capitalization above $75 million pursuant to the requirements of General Instruction I.B.6. to Form S-3 as the price of our common stock has experienced significant fluctuations. If we are not able to maintain such market capitalization threshold, our ability to raise additional capital in the public markets in the future, including our ability to sell shares of Series B Preferred Stock under the Sales Agreement, may be limited, which could have an adverse effect onour business operations and financial conditions. The Series B Preferred Stock ranks junior to all of our indebtedness and other liabilities. In the event of our bankruptcy, liquidation, dissolution or winding-up of our affairs, our assets will be available to pay obligations on the Series B Preferred Stock only after all of our indebtedness and other liabilities have been paid. The rights of holders of the Series B Preferred Stock to participate in the distribution of our assets will rank junior to the prior claims of our current and future creditors and any future series or class of preferred stock we may issue that ranks senior to the Series B Preferred Stock. Also, the Series B Preferred Stock effectively ranks junior to all existing and future indebtedness and to the indebtedness and other liabilities of our existing subsidiaries and any future subsidiaries. Our existing subsidiaries are, and future subsidiaries would be, separate legal entities and have no legal obligation to pay any amounts to us in respect of dividends due on the Series B Preferred Stock. If we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets to pay amounts due on any or all of the Series B Preferred Stock then outstanding. We may in the future incur debt and other obligations that will rank senior to the Series B Preferred Stock. Certain of our existing or future debt instruments may restrict the authorization, payment or setting apart of dividends on the Series B Preferred Stock. Our Credit Agreement with Silicon Valley Bank (“SVB”) restricts the payment of dividends in the event of any event of default, including failure to meet certain financial covenants. There can be no assurance that we will remain in compliance with the SVB Credit Agreement, and if we default, we may be contractually prohibited from paying dividends on the Series B Preferred Stock. Also, future offerings of debt or senior equity securities may adversely affect the market price of the Series B Preferred Stock. If we decide to issue debt or senior equity securities in the future, it is possible that these securities will be governed by an indenture or other instruments 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 the Series B Preferred Stock and may result in dilution to owners of the Series B Preferred Stock. We and, indirectly, our shareholders, 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. The holders of the Series B Preferred Stock will bear the risk of our future offerings, which may reduce the market price of the Series B Preferred Stock and will dilute the value of their holdings in us. We may not be able to pay dividends on the Series B Preferred Stock if we fall out of compliance with our loan covenants and are prohibited by our bank lender from paying dividends or if we have insufficient cash to make dividend payments. Our ability to pay cash dividends on the Series B Preferred Stock and the Series A Preferred Stock, which is pari passu to the Series B Preferred Stock and may still be outstanding after the redemption contemplated by the offering, requires us to have either net profits or positive net assets (total assets less total liabilities) to be able to pay our debts as they become due in the usual course of business. We cannot predict with certainty whether we will remain in compliance with the covenants of our senior secured lender, SVB, which include, among other things, generating adjusted EBITDA and complying with a minimum liquidity ratio. If we fall out of compliance, our lender may exercise any of its rights and remedies under the loan agreement, including restricting us from making dividend payments. Further, notwithstanding these factors, we may not have sufficient cash to pay dividends on the Series B Preferred Stock or the Series A Preferred Stock. Our ability to pay dividends may be impaired if any of the risks described in this prospectus, including the documents incorporated by reference herein, were to occur. Also, payment of our dividends depends upon our financial condition, remaining in compliance with our affirmative and negative loan covenants with SVB, which we may be unable to do in the future, and other factors as our Board of Directors may deem relevant from time to time. We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock, if any, and preferred stock, including the Series B Preferred Stock to pay our indebtedness or to fund our other liquidity needs. We may issue additional shares of Series B Preferred Stock and additional series of preferred stock that rank on parity with or senior to the Series B Preferred Stock as to dividend rights, rights upon liquidation or voting rights. We are allowed to issue additional shares of Series B Preferred Stock and additional series of preferred stock that would rank equal to or below the Series B Preferred Stock as to dividend payments and rights upon our liquidation, dissolution or winding up of our affairs, including our Series A Preferred Stock, pursuant to our amended and restated certificate of incorporation and the certificates of designations relating to the Series A Preferred Stock and the Series B Preferred Stock without any vote of the holders of the Series B Preferred Stock. The Series A Preferred Stock ranks equal to the Series B Preferred Stock as to dividend payments and rights upon our liquidation, dissolution or winding up of our affairs. Upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock (voting together as a class with all other series of parity preferred stock we may issue upon which like voting rights have been conferred and are exercisable), we are allowed to issue additional series of preferred stock that would rank senior to the Series B Preferred Stock as to dividend payments and rights upon our liquidation, dissolution or the winding up of our affairs pursuant to our amended and restated certificate of incorporation and the certificate of designations relating to the Series B Preferred Stock. The issuance of additional shares of Series B Preferred Stock, Series A Preferred Stock and additional series of preferred stock could have the effect of reducing the amounts available to the Series B Preferred Stock upon our liquidation or dissolution or the winding up of our affairs. It also may reduce dividend payments on the Series B Preferred Stock if we do not have sufficient funds to pay dividends on all Series B Preferred Stock outstanding and other classes or series of stock with equal priority with respect to dividends. Also, although holders of Series B Preferred Stock are entitled to limited voting rights, as described in this prospectus supplement under “Description of the Series B Preferred Stock—Voting Rights,” with respect to the circumstances under which the holders of Series B Preferred Stock are entitled to vote, the Series B Preferred Stock votes separately as a class along with all other series of our preferred stock that we may issue upon which like voting rights have been conferred and are exercisable. As a result, the voting rights of holders of Series B Preferred Stock may be significantly diluted, and the holders of such other series of preferred stock that we may issue may be able to control or significantly influence the outcome of any vote. Future issuances and sales of senior or pari passu preferred stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for the Series B Preferred Stock and 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. Market interest rates may materially and adversely affect the value of the Series B Preferred Stock. One of the factors that influences the price of the Series B Preferred Stock is the dividend yield on the Series B Preferred Stock (as a percentage of the market price of the Series B Preferred Stock) relative to market interest rates. An increase in market interest rates may lead prospective purchasers of the Series B Preferred Stock to expect a higher dividend yield (and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for dividend payments). Thus, higher market interest rates could cause the market price of the Series B Preferred Stock to materially decrease. Holders of the Series B Preferred Stock may be unable to use the dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.” Distributions paid to corporate U.S. holders of the Series B Preferred Stock may be eligible for the dividends-received deduction, and distributions paid to non-corporate U.S. holders of the Series B Preferred Stock may be subject to tax at the preferential tax rates applicable to “qualified dividend income,” if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. We do not currently have such accumulated earnings and profits. Additionally, we may not have sufficient current earnings and profits during future fiscal years for the distributions on the Series B Preferred Stock to qualify as dividends for U.S. federal income tax purposes. If the distributions fail to qualify as dividends, U.S. holders would be unable to use the dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.” If any distributions on the Series B Preferred Stock with respect to any fiscal year are not eligible for the dividends-received deduction or preferential tax rates applicable to “qualified dividend income” because of insufficient current or accumulated earnings and profits, it is possible that the market value of the Series B Preferred Stock might decline.

RISK FACTORS. Investing in our securities involves You acknowledge and agree that the Licensed NFTs are made solely for entertainment purposes only. You acknowledge and agree that you assume the following risks. Before purchasing : (1) the securities offered by this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, the accompanying prospectus, market and prices for a blockchain asset such as well as the risks, uncertainties a Licensed NFT are extremely volatile and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description of these reports and documentssubjective, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus and fluctuations in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also price could materially and adversely affect our financial conditionthe price and value of your Licensed NFT(s); (2) collectible blockchain assets, results such as the Licensed NFTs, have no inherent or intrinsic value and there is no guarantee that your Licensed NFT(s) will have or retain any value; (3) risks involved with using Internet- native currencies, cryptocurrencies and/or digital assets, including, but not limited to, risks of operationshardware, business software, Internet connection failures, risks of malicious software introduction, and prospects. Due risks that unauthorised persons may gain access to factors beyond our controlyour personal information including information and assets contained in your digital wallet or elsewhere; (4) risk of changes to the regulatory regime governing NFTs and new regulations, our stock price unfavourable regulatory intervention in one or more jurisdictions or policies; (5) risk that you may be volatilelose access to the Licensed NFTs due to, which could result in substantial losses for investors holding our sharesamongst other scenarios, loss of private keys, custodial error, or user error; (6) risks related to taxation; and (7) risks of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties. Any of the following factors could these risks may materially adversely affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments use and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure value of the terms Licensed NFTs. We do not make any promises, warranties, representations, guarantees or undertakings about: (1) the Licensed NFTs, the Licensed NFT Crops, or the Art; (2) the availability of the Licensed NFTs, the Licensed NFT Crops, or the Art on the Internet or at any specific location and/or for any specific period of time; (3) the storage or protection of any financing which we consummate data you provide; or (4) any blockchain assets, platforms, digital wallets, applications, services, networks, whether belonging to us or any other person, or any persons involved in any capacity in the Site or any Licensed NFT; and (5) your ability to, or the likelihood that you will be able to, resell the Licensed NFTs or the Licensed NFT Crops or whether there will be a market for such sales in the future; · Disclosure . In addition to assuming all of the results above risks, you acknowledge that you have obtained sufficient information to make an informed decision to purchase or otherwise obtain Licensed NFT(s) and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of our monthly payment plan these risks for yourself. We cannot and collections; · A decline do not represent or warrant that any Licensed NFT(s), or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the economy which impacts our ability to collect our accounts receivable; · Announcements by us Licensed NFTs, or our competitors its supporting systems or technology, will be corrected, or that the Licensed NFTs or the delivery mechanism(s) for the Licensed NFTs are free of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding viruses or other regulatory actions; · The sale harmful components. You accept and acknowledge that in no event will we be responsible for any communication failures, disruptions, errors, distortions or delays you may experience in relation to any Licensed NFT(s). LIMITATION OF LIABILITY ALL LICENSED NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT ARE HEREBY DISCLAIMED. IN NO EVENT SHALL ANY OF US BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY LICENSED NFT(S) OR OTHERWISE) HOWEVER ARISING, REGARDLESS OF WHETHER ANY OF US KNOW OR SHOULD HAVE KNOWN THAT THERE IS A POSSIBILITY OF SUCH DAMAGE. YOU HEREBY WAIVE ANY PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS REQUIRING A SPECIFIC STATEMENT FOR RELEASE. YOU RELEASE US FROM ANY LIABILITY RELATING TO OUR SITE, ANY LICENSED NFT(S), LICENSED NFT CROP(S), ART, AND/OR ANY OTHER CONTENT ON THE SITE, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST US. IN THE EVENT THAT AXO IS FOUND TO BE LIABLE TO YOU UNDER ANY THEORY OF LAW, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, EQUITY OR COMMON LAW, THE MAXIMUM AMOUNT PAYABLE BY AXO TO YOU SHALL BE THE AGGREGATE AMOUNT PAID BY YOU TO AXO OR, SHOULD YOU BE A RESALE PURCHASER OF THE LICENSED NFT OR LICENSED NFT CROPS, THAT AMOUNT THAT WAS ORIGINALLY PAID BY THE FIRST PURCHASE OF SUCH LICENSED NFT OR LICENSED NFT CROPS You agree to defend, indemnify and hold harmless each of large numbers of shares of common stock by us, our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the pastdirectors, following periods of volatility in the market price of a company’s securitiesmembers, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offeringemployees, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offeringagents, including for from and against any of the purposes described in the section of this 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. The results and effectiveness of the use of proceeds are uncertainall claims, damages, obligations, losses, liabilities, costs or debt, and we could spend the proceeds in ways that you do expenses (including but not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure limited to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offeringattorney’s fees, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factorssolicitor-client basis, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement noticecourt costs, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold disbursements) arising from any act or the gross proceeds to be raised omission by you in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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.relation to:

RISK FACTORS. Investing An investment in our securities common stock involves risks. Before purchasing We urge you to carefully consider all of the securities offered by this prospectus supplement you should consider carefully the risk factors described information contained in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Q and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed or incorporated by reference in this prospectus supplement. For a description of these reports supplement and documents, the accompanying base prospectus and other information about where you can find them, see which may be incorporated by reference in this prospectus supplement and the accompanying base prospectus as provided under “Incorporation of Certain Information By Documents by Reference.” In particular, you should consider the risk factors under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 which are incorporated by reference in this prospectus supplementsupplement and the accompanying base prospectus, as those risk factors are amended or supplemented by our subsequent filings with the SEC. The This prospectus supplement also contains forward-looking statements that involve risks and uncertainties we discuss uncertainties. Please read “Cautionary Note Concerning Forward Looking Statements.” Our actual results could differ materially from those anticipated in this prospectus supplementthe forward-looking statements as a result of certain factors, including the accompanying prospectus and risks described in the documents incorporated by reference herein into this prospectus supplement and therein are those the accompanying base prospectus. There may be additional risks that we do not presently know of or that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed are immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this 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. 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 that 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 also impair our business and cause the price financial position. If any of these risks occur, this could expose us to liability, and our common stock to declinebusiness, financial condition or results of operation could be adversely affected. You will experience immediate and substantial dilution in the net tangible book value per share As a result, you could lose all or part of the common stock you purchaseyour investment. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior Risks Related to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. Offering The common stock offered hereby will be sold in“at the market 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 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, and numbers of shares sold in this offering. In additionsold, 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. The 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 the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares sold by the Sales Agent after delivering a sales notice will fluctuate based on the market price of the shares of common stock during the sales period and limits we set with the Sales Agent. As 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 that will be ultimately issued. Sales of our common stock in this offering or otherwise, 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 $20,000,000 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. In addition, we may issue additional shares of our common stock in subsequent public offerings or private placements for general corporate purposes, to conduct research and development, to make new investments or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute the existing stockholders’ interests in us. Future issuances of our shares of common stock or instruments convertible or exercisable into our shares of common stock may materially and adversely affect the price of our shares of common stock and cause dilution to our existing stockholders. We may need to raise capital through equity or debt offerings in the future. We may obtain additional funds through public or private debt or equity financings, subject to certain limitations in the agreements governing our indebtedness outstanding at such time. If we issue additional shares of common stock or instruments convertible or exercisable into common stock, it may adversely affect the price of our common stock. In addition, the exercise and/or conversion, as applicable, of some or all of our warrants and/or convertible notes, as applicable, may dilute the ownership interests of our stockholders, and any sales in the public market of any of our common stock issuable upon such conversions or exercises could adversely affect prevailing market prices of our common stock. Management has broad discretion as to the use of net proceeds of this offering, and may not use these net proceeds in a manner desired by our stockholders. Our management will have broad discretion 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 this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of the net proceeds of this offering, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Our needs may change as our business evolves. As a result, the net proceeds to be received in this offering may be used in a manner significantly different from our current expectations. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return. Our common stock is listed to trade on more than one stock exchange, and this may result in price variations. Our common stock is listed for trading on both the NYSE American and the TASE, although we will be delisting from the TASE effective as of March 22, 2023. Dual-listing may result in price variations between the exchanges due to a number of factors. First, our common stock is traded in U.S. dollars on the NYSE American and in NIS on the TASE. In addition, the exchanges are open for trade at different times of the day and on different days. For example, the TASE opens generally during Israeli business hours, Sunday through Thursday, while the NYSE American opens generally during U.S. business hours, Monday through Friday. The two exchanges also have differing vacation schedules. Differences in the trading schedules, as well as volatility in the exchange rate of the two currencies, among other factors, may result different trading prices for our common stock on the two exchanges. Other external influences may have different effects on the trading price of our common stock on the two exchanges. There is no certainty regarding the net proceeds to our Company. There is no certainty that gross proceeds of $20,000,000 will be raised in this offering. The Sales Agent has agreed to use commercially reasonable efforts to sell the shares on our behalf if and as instructed by us, or to purchase the shares as principal from time to time, if agreed pursuant to a separate terms agreement. However, we are not required to request the sale of the maximum amount offered or any amount and, if we request a sale, the Sales Agent is not obligated to purchase any shares that are not sold. As a result of the offering being made on a commercially reasonable efforts basis with no minimum, and only as requested by us, we may raise substantially less than the maximum total offering amount or nothing at all. The common stock is equity and is subordinate to our existing and future indebtedness, including our outstanding convertible notes. Shares of the common stock are equity interests in our Company and do not constitute indebtedness. As such, the common stock ranks junior to all indebtedness, including our outstanding 7.5% Secured Convertible Promissory Notes due 2024, and other non-equity claims on our Company with respect to assets available to satisfy claims on our Company, including in a liquidation of our Company. Additionally, our board of directors is authorized to issue up to 100,000,000 shares of preferred stock without any action on the part of the holders of our common stock. Holders of our common stock are subject to the prior dividend, liquidation preferences, terms of redemption, conversion rights and voting rights, if any, of any holders of our preferred stock or depositary shares representing such preferred stock then outstanding.

RISK FACTORS. Investing An investment in our securities involves a high degree of risk. Certain risks relating to us and our business are described under the headings “Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 26, 2021, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 17, 2021, which are incorporated by reference into this prospectus and any accompanying prospectus supplement and which you should carefully review and consider, along with the other information contained in this prospectus and any accompanying prospectus supplement or incorporated by reference herein, as updated by our subsequent filings under the Exchange Act, before making an investment in any of our securities. Additional risks, as well as updates or changes to the risks described in the documents incorporated by reference herein, may be included in any applicable prospectus supplement. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. Before purchasing the The market or trading price of our securities offered by this prospectus supplement could decline due to any of these risks, and you may lose all or part of your investment. Prior to making a decision to invest in our securities you should consider carefully the risk specific factors described discussed under the capitation “Risk Factors” in this the applicable prospectus supplement, together with any other information contained in the accompanying applicable prospectus supplement or appearing or incorporated by reference in this prospectus. In addition, please read the section of this prospectus captioned “Special Note Regarding Forward-Looking Statements,” in which we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations. Investment in any securities offered pursuant to this prospectus involves risks and uncertainties. If one or more of the events discussed in the risk factors were to occur, our business, financial condition, results of operations or liquidity, as well as the risks, uncertainties and additional information set forth value of an investment in our reports on Forms 10-Ksecurities, 10-Q could be materially adversely affected. You should carefully consider the risk factors as well as the other information contained and 8-K that we file with the SEC after the date of this prospectus supplement and which are deemed incorporated by reference in this prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Incorporation of Certain Information By Reference” in this prospectus supplement. The risks and uncertainties we discuss in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein and therein are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Due before deciding to factors beyond our control, our stock price may be volatile, which could result in substantial losses for investors holding our shares. Any of the following factors could affect the market price of our common stock: · Our failure to solve our liquidity risks; · Our failure to resolve our Arizona regulatory issues; · A decline in our growth rate including new student enrollments and class starts; · Our failure to generate increasing material revenues; · Our failure to meet our forecasts relating to our future operating performance; · Our failure to meet financial analysts’ performance expectations; · Changes in earnings estimates and recommendations by financial analysts; · Our public disclosure of the terms of any financing which we consummate in the future; · Disclosure of the results of our monthly payment plan and collections; · A decline in the economy which impacts our ability to collect our accounts receivable; · Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; · The loss of Title IV funding or other regulatory actions; · The sale of large numbers of shares of common stock by our officers, directors or other shareholders; · Short selling activities; · Any future non-compliance with the Nasdaq Global Market rules or actions taken by the company in response; or · Changes in market valuations of similar companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively. Our management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described in the section of this prospectus supplement entitled “Use of Proceedsinvest.” 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 that 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 and cause the price of our common stock to decline. You will experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. Since the public offering price for our common stock in this offering is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. See the section entitled “Dilution” in this prospectus supplement. The issuance of additional shares of our common stock could be dilutive to stockholders if they do not invest in future offerings. 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 extent that we issue additional options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution. It is not possible to predict the actual number of shares we will sell under the Distribution Agreement, or the gross proceeds resulting from those sales. Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales, if any. The common stock offered hereby 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 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, and numbers of shares sold in this offering. In addition, 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.