Common use of INFORMATION INCORPORATED BY REFERENCE Clause in Contracts

INFORMATION INCORPORATED BY REFERENCE. We are incorporating by reference into this prospectus certain information that we file with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019; • our Current Reports on Form 8-K filed with the SEC on January 14, 2019; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and until the offering of the securities made by this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings at no cost, by writing to or telephoning us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The SEC allows us to “incorporate by reference into this prospectus certain reference” the information that we file with the SEC, them which means that we are disclosing can disclose important information to you by referring you to those documentsdocuments instead of having to repeat the information in this prospectus supplement and the accompanying prospectus. The information incorporated by reference is deemed considered to be part of this prospectus supplement and the accompanying prospectus, except for and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that is superseded by information a statement contained in this prospectusprospectus modifies or replaces that statement. This means that you must look at all of the SEC filings that we We incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we have previously filed with the SECare not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: • our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020, filed with the SEC on March 1, 2021; • the information specifically incorporated by reference into our Annual Report on Form10-K for the year ended December 31, 2020, from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2021; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019; • our Current Reports on Form 8-K filed with the SEC on January 14May 7, 20192021; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6February 3 , 2015. Any information February 9, and February 18, 2021; and • the description of our Common Stock contained in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and until the offering of the securities made by this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports our Registration Statement on Form 8-K (exceptA, filed with the SEC on April 19, 2010, including any amendments or reports filed for the purpose of updating such description. These documents may also be accessed on our website xxxxx.xxxxxxx.xxx. Except as otherwise specifically incorporated by reference in any such casethis prospectus supplement and the accompanying prospectus, information contained in, or accessible through, our website is not a part of this prospectus supplement and the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statementsaccompanying prospectus. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, furnish without charge to you, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectusreference, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of to these filings at no cost, documents by writing to or telephoning us at the following address: Bio-Path HoldingsCodexis, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxx, Xxxxx 000 Bellaire, Texas 77401 Xxxxxxxxxx 00000 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.PROSPECTUS CODEXIS, INC. Common Stock, Preferred Stock, Debt Securities, Warrants, Purchase Contracts, Units We may offer and sell the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The SEC allows us to incorporate by reference information into this prospectus certain information that we file with the SEC, which document. This means that we are disclosing can disclose important information to you by referring you to those documentsanother document filed separately with the SEC. The information incorporated by reference is deemed to be an important part of this prospectus, except for and information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of we file later with the SEC filings that we will automatically update and supersede this information. We incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act made subsequent to the date of this prospectus until the termination of the offering of the securities described in this prospectus (other than information in such filings that was “furnished,” under applicable SEC rules, rather than “filed”). We incorporate by reference the following documents or information that we have previously filed with the SEC: • our Annual Report annual report on Form 10-K for the fiscal year ended December 31, 20182019 filed with the SEC on March 18, 2020; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019; • our Current Reports current reports on Form 8-K filed with the SEC on January 14onFebruary 10, 2019; January 162020, 2019; January 22February 18, 2019 2020, March 18, 2020 and April 3, 2020 (other in each case, except for information contained therein which is furnished rather than information furnished under Item 7.01 and exhibits related theretofiled); February 5• our definitive proxy statement on Schedule 14A filed with the SEC on March 30, 2019 and March 132020, 2019 (other than information furnished under Item 7.01 and exhibits related thereto)as amended on April 3, 2020; and • the description of our common stock contained in our registration statement on Form 8-A onForm S-8 filed with the SEC on March 5September 10, 20142019, as updated by our Current Report on Form 8-K including any amendment or report filed with for the SEC on January 6, 2015purpose of updating such description. Any information statement contained in any of the foregoing documents this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will automatically be deemed to be modified or superseded to the extent that information a statement contained in this prospectus or in a later any subsequently filed supplement to this prospectus, or document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and until the offering of the securities made by this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into modifies or supersedes such documents. statement You may request a copy of these filings at no cost, by writing to or telephoning us at the following address: Bio-Path HoldingsBrickell Biotech, Inc. Attention: Secretary 0000 Xxxxxxxx XxxxxxxxxXxxxxxx Xxxxxx Suite 102 Boulder, Xxxxx 000 Bellaire, Texas 77401 CO 80301 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.E-mail: xxxxxxxxxxxxxxxxx@xxxxxxxxxxx.xxx You should rely only on the information incorporated by reference or provided in this prospectus or in any prospectus supplement. We have not authorized anyone else to provide you with different or additional information. An offer of these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s website at xxxx://xxx.xxx.xxx. Copies of certain information filed by us with the SEC are also available on our website at xxx.xxxxxxxxxxx.xxx. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The SEC allows us to incorporate by reference into this prospectus certain the information that we file with the SECit, which means that we are disclosing can disclose important information to you by referring you to those documentsanother document that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectusprospectus supplement, except for and subsequent information that we file with the SEC will automatically update and supersede that information. You should read the information incorporated by reference because it is an important part of this prospectus supplement. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that is superseded by information a statement contained in this prospectusprospectus supplement modifies or replaces that statement. This means that you must look at all of the SEC filings that we We incorporate by reference to determine if any statements in the prospectus following information or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC: SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K): • our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 filed with the SEC on March 1, 2022; • the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021, from our definitive proxy statement relating to our 2022 annual meeting of stockholders, filed with the SEC on April 29, 2022; • the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022, including any amendment or report filed for the purpose of updating such description; • our Quarterly Report on Form 10-Q for the quarter three months ended March 31, 20192022 filed with the SEC on May 10, 2022; and • our Current Reports on Form 8-K filed with the SEC on January 1412, 2019; January 16, 2019; January 22, 2019 2022 (other than excluding information furnished under Item 7.01 and exhibits related theretothereunder); , February 515, 2019 2022 (excluding information furnished thereunder), and March 1325, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information2022. We also incorporate by reference all into this prospectus supplement additional documents that we may file in with the future pursuant to Section SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness completion or termination of such registration the offering, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or (ii) after in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This prospectus supplement may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus and until supplement or the offering date of the securities made documents incorporated by reference in this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statementssupplement. We will provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, without charge upon written or oral request, at no cost to the requester, a copy of any or and all of the information that is incorporated by reference in this prospectus supplement, but not delivered with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus supplement incorporates. Requests for such documents should be directed to: ImmunityBio, Inc. Attn: Investor Relations 0000 Xxxx Xxxxxxx Court San Diego, CA 92121 (858) 633-0300 You may also access the documents incorporated by reference in this prospectus supplement through our website at xxxxx://xxx.xxxxxxxxxxx.xxx. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus supplement or the registration statement of which it forms a part. Inclusion of our website address in this prospectus supplement is an inactive textual reference only. PROSPECTUS ImmunityBio, Inc. ImmunityBio, Inc. may offer, from time to time, • Common stock • Preferred stock • Debt securities • Warrants • Units We may from time to time, in one or more offerings, offer and sell common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. This prospectus provides a general description of the securities we may offer. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement, which will describe the method and the terms of the offering. We will provide you with the specific amount, price and terms of the applicable offered securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. A prospectus supplement and any free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. You should read this prospectus, the information and documents incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and any related free writing prospectus carefully before you purchase any of our securities offered hereby. Our common stock is listed on the Nasdaq Global Select Market under the symbol “IBRX.” On February 24, 2022, the last reported sale price on the Nasdaq Global Select Market was $7.04 per share. There is currently no market for the other securities we may offer. Investing in our securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page 6 of this prospectus and in any similar section contained in or incorporated by reference herein, including, without limitation, our Annual Report on Form 10-K filed with the SEC on March 1, 2022, or in the applicable prospectus supplement before you invest in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. These securities may be offered and sold to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If underwriters, dealers, or agents are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. The date of this prospectus is May 18, 2022. TABLE OF CONTENTS Page Prospectus About This Prospectus 1 Prospectus Summary 2 Risk Factors 6 Forward-Looking Statements 6 Use of Proceeds 7 Dividend Policy 7 Description of Our Capital Stock 8 Description of the Debt Securities 12 Description of the Warrants 20 Plan of Distribution 21 Legal Matters 23 Experts 23 Where You Can Find More Information 23 Information Incorporated by Reference 24 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer or sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or any related free writing prospectus may also add to, update or change information contained in this prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. Each prospectus supplement will provide the amount, price, terms and plan of distribution relating to the securities to be sold pursuant to such prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus but not delivered with the or any prospectus supplement or any related issuer free writing prospectus, including exhibits which are specifically before making an investment decision. You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference into herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such documentsprospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may request a copy of these filings at no cost, by writing to or telephoning us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.have changed since that date.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The SEC allows us to “incorporate by reference into this prospectus certain reference” the information that we file with the SEC, them which means that we are disclosing can disclose important information to you by referring you to those documentsdocuments instead of having to repeat the information in this prospectus supplement and the accompanying prospectus. The information incorporated by reference is deemed considered to be part of this prospectus supplement and the accompanying prospectus, except for and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that is superseded by information a statement contained in this prospectusprospectus modifies or replaces that statement. This means that you must look at all of the SEC filings that we We incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we have previously filed with the SECare not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: • ∎ our Annual Report on Form F orm 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 27, 2020; ∎ the information specifically incorporated by reference into our Annual Report on F orm 10-K for the year ended December 31, 2018; • , from our Quarterly Report Definitive Proxy Statement on Form 10-Q for S chedule 14A, filed with the quarter ended March 31SEC on April 26, 2019; • ∎ our Current Reports Report on Form F orm 8-K filed with the SEC on January 14February 20, 2019; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto)2020; and • ∎ the description of our common stock contained in our registration statement on Form F orm 8-A filed with the SEC on March 5October 6, 20142015, as updated by our Current Report on Form 8-K including any amendments or reports filed with the SEC for the purposes of updating this description. These documents may also be accessed on January 6, 2015our website at xxx.xxxxxx.xxx. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information Except as otherwise specifically incorporated by reference in this prospectus supplement and the accompanying prospectus, information contained in, or in a later filed document that accessible through, our website is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is not a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus supplement and until the offering of the securities made by this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statementsaccompanying prospectus. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, furnish without charge to you, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectusreference, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of to these filings at no cost, documents by writing to or telephoning us at the following address: Bio-Path HoldingsCytomX Therapeutics, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx000 Xxxxxx Xxxxx Xxxx., Xxxxx 000 BellaireXxxxx Xxx Xxxxxxxxx, Texas 77401 Xxxxxxxxxx 00000 (000650) 000515-0000 18 UP TO 3185 Attention: General Counsel PROSPECTUS $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.250,000,000 Common Stock, Preferred Stock, Debt Securities, Warrants, Purchase Contracts, Units We may offer and sell up to $250,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The SEC allows us to incorporate by reference into this prospectus certain the information that we file with the SECthem, which means that we are disclosing can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed considered to be part of this prospectusprospectus supplement, except for and later information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of filed with the SEC filings that we will update and supersede this information. We incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth listed below that we have previously filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference herein: • ● our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 as filed with the SEC on February 11, 2021, and amended on March 10, 2021; • ● our Quarterly Report on Form 10-Q for the quarter fiscal quarters ended March 31, 20192021 (as filed on May 13, 2021); • ● our Current Reports on Form 8-K filed with the SEC on January 14, 2019; 2021, January 1619, 2019; 2021, January 20, 2021, January 22, 2019 (other than information furnished under Item 7.01 2021, March 1, 2021, May 24, 2021, and exhibits related thereto); February 5May 28, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto)2021; and • ● the description of our common stock contained in our the registration statement on Form 8-A as filed with the SEC on March 5February 28, 2014, as 2005,as updated by Exhibit 4.1 to our Current Report on Form 810-K for the year ended 2020, filed with the SEC on January 6February 11, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information2021, and amended on March 10, 2021. We also incorporate by reference all into this prospectus supplement additional documents that we may file in with the future pursuant to Section SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) prior to the completion or termination of the offering, including all such documents we may file with the SEC after the date of the filing of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or (ii) after in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. This prospectus supplement may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus supplement. You should rely only on the information incorporated by reference or provided in this prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus and until supplement or the offering date of the securities made documents incorporated by reference in this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statementssupplement. We will provide to each person, including any beneficial owner, to whom a this prospectus supplement is delivered, without charge upon written or oral request, at no cost to the requester, a copy of any or and all of the documents information that are is incorporated by reference into in this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documentssupplement. You may request a copy of these filings filings, at no costcost to you, by telephoning us at (000) 000-0000 or by writing to or telephoning us at the following address: Bio-Path HoldingsInuvo, Inc. 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx 000 Little Rock, Arkansas 72201 Attention: Secretary 0000 Xxxxxxxx XxxxxxxxxInvestor Relations You may also access the documents incorporated by reference in this prospectus supplement through our website at xxx.xxxxx.xxx. The reference to our website is an inactive textual reference only and, Xxxxx 000 Bellaireexcept for the specific incorporated documents listed above, Texas 77401 (000) 000-0000 18 UP TO no information available on or through our website shall be deemed to be incorporated in this prospectus supplement, the accompanying prospectus or the registration statement of which it forms a part. S-13 PROSPECTUS $7,000,000 SHARES OF 75,000,000 Inuvo, Inc. COMMON STOCK X.X. Xxxxxxxxxx & Co.PREFERRED STOCK WARRANTS UNITS We may offer and sell up to $75,000,000 in the aggregate of any combination of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement and any related free writing prospectus before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. Our common stock is listed on the NYSE American LLC under the symbol “INUV.” The last reported sale price of our common stock on February 10, 2021 was $1.84 per share. The aggregate market value of our outstanding common stock held by non-affiliates is $197,790,564.48 based on 118,513,403 shares of common stock outstanding, of which 107,494,872 shares are held by non-affiliates, and a per share value of $1.84 based on the closing price of our common stock on the NYSE American on February 10, 2021. Investing in our securities involves various risks. See the “Risk Factors” section of our filings with the Securities and Exchange Commission and the applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus is March 15, 2021 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 3 AVAILABLE INFORMATION 3 OUR COMPANY 4 RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 5 USE OF PROCEEDS 5 DIVIDEND POLICY 5 DESCRIPTION OF CAPITAL STOCK 6 DESCRIPTION OF WARRANTS 7 DESCRIPTION OF UNITS 8 LEGAL OWNERSHIP OF SECURITIES 8 PLAN OF DISTRIBUTION 11 LEGAL MATTERS 12 EXPERTS 12 INFORMATION INCORPORATED BY REFERENCE 12 You should rely only on the information we have provided or incorporated by reference in this prospectus or in any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus or in any prospectus supplement. This prospectus and any prospectus supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus and in any prospectus supplement is accurate only as of their respective dates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospective supplement or any sale of securities. The registration statement, including the exhibits and the documents incorporated herein by reference, can be read on the website of the Securities and Exchange Commission, or “SEC,” or on our corporate website at xxx.xxxxx.xxx as set forth in this prospectus under the heading “Available Information.” ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registration, or continuous offering, process. Under the shelf registration process, we may issue and sell any combination of the securities described in this prospectus in one or more offerings with a maximum offering price of up to $75,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain certain specific information about the terms of that offering, including a description of any risks related to the offering, if those terms and risks are not described in this prospectus. A prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more details on the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and the accompanying prospectus supplement together with additional information described under the headings “Available Information” and “Information Incorporated by Reference” before investing in any of the securities offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Available Information.”

INFORMATION INCORPORATED BY REFERENCE. We This prospectus supplement and the accompanying prospectus are incorporating part of a registration statement that we have filed with the SEC. The SEC allows us to “incorporate by reference into this prospectus certain reference” the information that we file with the SECit, which means that we are disclosing can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed considered to be part of this prospectus, except for information incorporated by reference prospectus supplement and the accompanying prospectus from the date we file that is superseded by information contained in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019; • our Current Reports on Form 8-K filed with the SEC on January 14, 2019; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015document. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we file in the future pursuant to Section us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act with the SEC (i) after including those portions of our Definitive Proxy Statement on Schedule 14A, as filed with the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement SEC, specifically incorporated by reference in our Annual Report on Form 10-K or (ii) amendments thereto); after the date of this prospectus supplement and until before the date that the offering of the securities made shares by means of this prospectus supplement and accompanying prospectus is terminatedterminated will automatically update and, where applicable, supersede any information contained or incorporated by reference in this prospectus supplement and accompanying prospectus. These We incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents include periodic reportsor information filed with the SEC (other than, such in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules): · Our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 8, 2021, as amended by Amendment No. 1 to our Annual Reports Report on Form 10-K, Quarterly Reports as filed with the SEC on March 29, 2021 (including those portions of our Definitive Proxy Statement on Schedule 14A, as filed with the SEC, specifically incorporated by reference in our Annual Report on Form 10-Q and K or amendments thereto); · Our Current Reports on Form 8-K filed with the SEC on February 9, 2021, February 12, 2021, March 9, 2021 and March 24, 2021; and · the description of our capital stock contained in our Information Statement, filed as Exhibit 99.1 to Amendment No. 4 to our Registration Statement on Form 10 (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwiseFile No. 001-36876), as well as filed on June 9, 2015, including any proxy statementsamendment or report filed for the purpose of updating such description. We will provide without charge to each person, including any beneficial owner, to whom a this prospectus is supplement and the accompanying prospectus are delivered, without charge upon his or her written or oral request, a copy of any or all of the documents referred to above that are have been or may be incorporated by reference into this prospectus but not delivered with supplement and the accompanying prospectus, including excluding exhibits which to those documents unless they are specifically incorporated by reference into such those documents. You may request a copy of these filings at no cost, those documents from us by writing to or telephoning contacting us at the following address: Bio-Path HoldingsXxxxxxx & Xxxxxx Enterprises, Inc. Attention: Corporate Secretary 0000 Xxxxxxxx XxxxxxxxxXxxx Xxxxxx Xxxxxx Suite 650 Akron, Xxxxx 000 Bellaire, Texas 77401 OH 44305 (000) 000-0000 18 UP TO WHERE YOU CAN FIND MORE INFORMATION We are currently subject to the information requirements of the Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public from the SEC’s website at xxx.xxx.xxx. In addition, our common stock is listed on the NYSE, and our reports and other information can be inspected at the offices of the NYSE, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. We maintain a website at xxx.xxxxxxx.xxx. The information on our website is not part of or incorporated by reference in this prospectus supplement or the accompanying prospectus. Prospectus Xxxxxxx & Xxxxxx Enterprises, Inc. $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx 150,000,000 Debt Securities We may offer and sell from time to time our debt securities in one or more offerings with an aggregate initial offering price of $150,000,000 or the equivalent amount in other currencies or currency units. We will provide the specific terms of the securities to be offered in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those securities. We may sell securities directly or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement. Our common stock is listed on the New York Stock Exchange under the symbol “BW” and our 8.125% senior notes due 2026 are listed under the New York Stock Exchange under the symbol “BWSN”. None of the other securities that we may offer under this prospectus are currently publicly traded. On March 8, 2021, the closing price of our common stock was $6.76 per share and the closing price of our 8.125% senior notes due 2026 was $25.64 per Note. Investing in any of our securities involves risk. Please read carefully the section entitled “Risk Factors” beginning on page 4 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021. Table of Contents Page About This Prospectus 1 Where You Can Find More Information 1 Information We Incorporate By Reference 1 Prospectus Summary 3 Risk Factors 4 Disclosure Regarding Forward-Looking Statements 4 Use of Proceeds 5 Description of Capital Stock 6 Description of Debt Securities 11 Plan of Distribution 20 Legal Matters 23 Experts 23 About This Prospectus This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf process, we may from time to time sell the securities described in this prospectus in one or more offerings up to an aggregate initial offering price of $150,000,000 or the equivalent amount in other currencies or currency units. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. For a more complete understanding of the offering of the securities, you should refer to the registration statement of which this prospectus forms a part, including its exhibits. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information referenced under the headings “Where You Can Find More Information” and “Information We Incorporate By Reference.” We have not authorized anyone to provide you with different information from the information contained or incorporated by reference in this prospectus and in any prospectus supplement or free writing prospectus that we may provide you. You should not assume that the information contained in this prospectus, any prospectus supplement, any document incorporated by reference or any free writing prospectus is accurate as of any date, other than the date mentioned on the cover page of these documents. We are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. Unless we otherwise state or the context otherwise indicates, all references in this prospectus to “B&W,” the “Company,” “us,” “our,” or “we” or similar references, mean Xxxxxxx & Co.Xxxxxx Enterprises, Inc.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating In this document, we “incorporate by reference into this prospectus reference” certain information that we file with the SEC, which means that we are disclosing can disclose important information to you by referring you to those documentsthat information. The information incorporated by reference is considered to be a part of this prospectus supplement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectusprospectus supplement. This means that you must look at all of the SEC filings that we We incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth listed below that we have previously (other than, in each case, documents or information deemed to be furnished and not filed in accordance with the SEC: • our SEC rules): ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 20182019, filed with the SEC on March 4, 2020; • our ● Our Quarterly Report Reports on Form 10-Q for the quarter quarters ended March 31, 20192020, June 30, 2020 and September 30, 2020, filed with the SEC on May 15, 2020, August 14, 2020 and November 10, 2020; • our ● Our Current Reports on Form 8-K K, filed with the SEC on February 7, 2020, March 13, 2020, April 15, 2020, May 4, 2020, May 8, 2020, May 29, 2020, June 5, July 10, 2020, July 22, 2020, July 27, 2020, August 14, 2020, August 18, 2020, August 20, 2020, August 24, 2020, September 11, 2020, September 28, 2020, October 6, 2020, November 10, 2020, November 19, 2020, November 20, 2020, November 24, 2020, December 28, 2020, December 29, 2020, January 7, 2021, January 14, 2019; January 162021 and February 1, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information2021. We also incorporate by reference all documents we file in the future pursuant hereby undertake to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and until the offering of the securities made by this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, without charge upon written or oral requestrequest of any such person, a copy of any or and all of the information that has been or may be incorporated by reference in this prospectus supplement, including any exhibits that are specifically incorporated by reference in such documents. Requests for such copies should be directed as follows: Oragenics, Inc., 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, Attention: Investor Relations, Phone: (000) 000-0000 PROSPECTUS $50,000,000 Common Stock Warrants Units From time to time, we may offer, issue and sell up to $50,000,000 of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our common stock is listed on the NYSE American under the symbol “OGEN.” The last reported sale price of our common stock on December 27, 2019 was $0.527 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NYSE American or any securities market or other exchange of the securities covered by the applicable prospectus supplement. As of December 27, 2019, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $27,351,030, which was calculated based on 44,114,566 shares of our outstanding common stock held by non-affiliates and on a price of $0.62 per share, the last reported sale price for our common stock on November 29, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding one- third of our public float in any 12-month period unless our public float subsequently rises to $75.0 million or more. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. This prospectus but may not delivered be used to consummate a sale of any securities unless accompanied by a prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is January 13, 2020. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 SECURITIES WE MAY OFFER 6 RISK FACTORS 7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 8 USE OF PROCEEDS 9 DIVIDEND POLICY 9 DESCRIPTION OF CAPITAL STOCK 10 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 21 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 29 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration statement, we may, from time to time, sell any combination of the securities referred to herein in one or more offerings for total gross proceeds of up to $50,000,000. This prospectus provides you with a general description of the securities we may offer. Until such time, if ever, as we are eligible to use General Instruction I.B.1. of Form S-3, pursuant to General Instruction I.B.6. of Form S-3, we are permitted to use the registration statement of which this prospectus forms a part to sell, via a primary offering, a maximum amount of securities equal to one-third of the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates of our company in any twelve month period. Each time we offer a type or series of securities under this prospectus, including exhibits which are specifically we will provide a prospectus supplement that will contain more specific information about the terms of the offered securities. We also may authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus, together with applicable prospectus supplements and any related free writing prospectuses, includes all material information relating to these offerings. We also may add, update or change, in the prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you, any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the section entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus, before buying any of the securities being offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized any other person to provide you with different or additional information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date on the front of the document and that any information we have incorporated by reference is accurate the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus or any sale of a security. Our business, financial condition, results of operations and prospectus may have changed since those dates. This prospectus contains and incorporates by reference market data, industry statistics and other data that have been obtained from, or compiled from, information made available by third parties. We have not independently verified their data. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You may request a copy Can Find Additional Information” and “Incorporation of these filings at no cost, Certain Information by writing to or telephoning us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.Reference.”

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The Commission allows us to “incorporate by reference” into this prospectus the information we file with them. The information we incorporate by reference into this prospectus certain information that is an important part of this prospectus. Any statement in a document we file have filed with the SEC, Commission prior to the date of this prospectus and which means that we are disclosing important information to you by referring you to those documents. The information is incorporated by reference is deemed into this prospectus will be considered to be modified or superseded to the extent a statement contained in the prospectus or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement. The modified or superseded statement will not be considered to be a part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been as modified or superseded. This prospectus incorporates We incorporate by reference into this prospectus the documents set forth below that we have previously filed with information contained in the SECfollowing documents, which is considered to be a part of this prospectus: • ● our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020, filed on March 26, 2021; • ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 20192021, filed on May 17, 2021; • our ● the Current Reports on Form 8-K filed with the SEC Commission on January 14March 26, 20192021 and June 3, 2021; January 16, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • ● the description of our common stock contained as set forth in our registration statement filed on Form 8-A under the Exchange Act on May 8, 1984, as amended by: ● the description of our common stock as set forth in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 526, 2014, 2021; and ● the description of our Series 1 Preferred as updated by our set forth in the Current Report on Form 8-K filed with the SEC Commission on January 6March 9, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information2020. We also incorporate by reference all additional documents that we file in with the future Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) that are filed after the date of the filing initial registration statement and prior to the effectiveness of the registration statement or that are filed after the effective date of the registration statement of which this prospectus is a part and prior to the effectiveness termination of such registration statement or (ii) after the date of this prospectus and until the offering of the securities made by offered pursuant to this prospectus is terminatedprospectus. These documents include periodic reportsWe are not, such as Annual Reports on Form 10-Khowever, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, incorporating in any such each case, the portions furnished any documents or information that we are deemed to “furnish” and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered file in accordance with the prospectus, including exhibits which are specifically incorporated by reference into such documentsCommission rules. You may request obtain a copy of these filings at no costfilings, without charge, by writing to or telephoning calling us at the following addressat: Bio-Path HoldingsCadiz Inc. 000 Xxxxx Xxxx Xxxxxx Suite 2850 Los Angeles, Inc. California 90071 Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 Investor Relations (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.No dealer, salesperson, or other person has been authorized to give any information or to make any representation not contained in this prospectus, and, if given or made, such information and representation should not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the facts set forth in this prospectus or in our affairs since the date hereof.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating by reference into this prospectus supplement and the accompanying prospectus certain information that we file with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus supplement and the accompanying prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in this prospectus supplement, the accompanying prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference the documents set forth below that we have previously filed with the SEC: • our Annual Report on Form 10-K for the fiscal year ended December 31, 20182019; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; • our Definitive Proxy Statement on Schedule 14A relating to our 2019 Annual Meeting of Stockholders, filed November 1, 2019; • our Current Reports on Form 8-K filed with the SEC on January 14March 10, 2019; January 162020 and July 6, 2019; January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto)2020; and • the description of our common stock contained in Exhibit 4.17 to our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Annual Report on Form 810-K filed with for the SEC on January 6fiscal year ended December 31, 20152019. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we subsequently file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and supplement until the offering termination of the securities made by this prospectus is terminatedoffering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is supplement and accompanying prospectus are delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus but not delivered with the prospectus supplement and accompanying prospectus, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings at no cost, by writing to or telephoning us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 18 UP TO PROSPECTUS $7,000,000 SHARES OF 125,000,000 COMMON STOCK X.X. Xxxxxxxxxx & Co.PREFERRED STOCK WARRANTS UNITS We may from time to time offer and sell up to $125,000,000 of common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination of the foregoing, either individually or in units, at prices and on terms described in one or more supplements to this prospectus. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This prospectus provides the general terms of the securities we may offer and the general manner in which these securities will be offered. Each time we offer to sell securities, we will provide specific terms related to such offers in a supplement to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. Before you invest, you should carefully read this prospectus and the applicable prospectus supplement, as well the documents incorporated by referenced in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BPTH.” On May 14, 2019, the last reported sales price per share of our common stock on the Nasdaq Capital Market was $18.00. We will sell these securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents, dealers or underwriters are involved in the sale of these securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable fees, commissions or discounts. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a supplement to this prospectus. Investing in our securities involves a high degree of risk. Before making an investment decision, you should review carefully and consider all of the information set forth in this prospectus, the applicable prospectus supplement and the documents incorporated by reference in this prospectus and applicable prospectus supplement. See “Risk Factors” on page 4 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 5, 2019 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 USE OF PROCEEDS 6 RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF CAPITAL STOCK 7 LEGAL OWNERSHIP OF SECURITIES 13 DESCRIPTION OF UNITS 12 LEGAL MATTERS 18 PLAN OF DISTRIBUTION 16 WHERE YOU CAN FIND MORE INFORMATION 18 EXPERTS 18 INFORMATION INCORPORATED BY REFERENCE 18 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration statement process, we may from time to time sell common stock, preferred stock, warrants to purchase common stock or preferred stock or any combination of the foregoing, either individually or in units, in one or more offerings up to an offering amount of $125,000,000. This prospectus provides you with a general description of the securities we may offer and the general manner in which these securities will be offered. Each time we offer securities hereunder, we will provide specific terms related to such offering in a supplement to this prospectus. The prospectus supplements may add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus and the applicable prospectus supplement, together with the information incorporated herein by reference as described under the sections titled “Where You Can Find More Information” and “Information Incorporated by Reference” below. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information contained in that prospectus supplement. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. You should rely only on the information we have provided or incorporated by reference in this prospectus and the applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or the applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus or any applicable supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus or any applicable supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should assume that the information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” Unless the context requires otherwise, references in this prospectus to “we,” “our,” “us,” “the Company” and “Bio-Path” refer to Bio-Path Holdings, Inc. and its wholly-owned subsidiary. Bio-Path Holdings, Inc.’s wholly-owned subsidiary, Bio-Path, Inc., is sometimes referred to herein as “Bio-Path Subsidiary.” PROSPECTUS SUMMARY This prospectus summary highlights selected information contained elsewhere in this prospectus or in documents incorporated by reference. This summary does not contain all of the information that you should consider before making an investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement, including under the section titled “Risk Factors” and the documents incorporated by reference into this prospectus, before making an investment decision. Our Company We are a clinical and preclinical stage oncology focused RNAi nanoparticle drug development company utilizing a novel technology that achieves systemic delivery for target specific protein inhibition for any gene product that is over-expressed in disease. Our drug delivery and antisense technology, called DNAbilize®, is a platform that uses P-ethoxy, which is a deoxyribonucleic acid (DNA) backbone modification that is intended to protect the DNA from destruction by the body’s enzymes when circulating in vivo, incorporated inside of a neutral charged lipid bilayer. We believe this combination allows for high efficiency loading of antisense DNA into non-toxic, cell-membrane-like structures for delivery of the antisense drug substance into cells. In vivo, the DNAbilize® delivered antisense drug substances are systemically distributed throughout the body to allow for reduction or elimination of target proteins in blood diseases and solid tumors. Through testing in numerous animal studies and treatment in over 70 patients, the Company’s DNAbilize® drug candidates have demonstrated an excellent safety profile. DNAbilize® is a registered trademark of the Company. Using DNAbilize® as a platform for drug development and manufacturing, we currently have three antisense drug candidates in development to treat at least five different cancer disease indications. Our lead drug candidate, prexigebersen (pronounced prex” i je ber’ sen), is in the efficacy portion of a Phase 2 clinical trial for acute myeloid leukemia (AML) in combination with low-dose cytarabine (LDAC) and in combination with decitabine. On March 6, 2019, we announced intended amendments to this Phase 2 clinical trial to, among other things, add prexigebersen in combination with decitabine for myelodysplastic syndrome and close prexigebersen in combination with LDAC. In addition, preclinical efficacy studies are underway for triple combination prexigebersen, decitabine and Venclexta in AML. Prexigebersen is also being studied in the safety portion of a Phase 2a clinical trial for chronic myeloid leukemia in combination with dasatinib. Prexigebersen was shown to enhance chemotherapy efficacy in preclinical solid tumor models, such as ovarian cancer, and we intend to file an Investigational New Drug (IND) application for prexigebersen in solid tumors in 2019. Our second drug candidate, Liposomal Bcl-2 (“BP1002”), targets the protein Bcl-2, which is responsible for driving cell survival in up to 60% of all cancers. We are currently preparing an IND application for BP1002 after completing additional IND enabling studies. We intend to initiate a Phase 1 clinical trial of BP1002 in refractory/relapsed lymphoma and chronic lymphocytic leukemia patients once we receive approval from the U.S. Food and Drug Administration (FDA). Our third drug candidate, Liposomal Stat3 (“BP1003”), targets the Stat3 protein and is currently in preclinical development as a potential treatment of pancreatic cancer, non-small cell lung cancer (NSCLC) and AML. Preclinical models have shown BP1003 to inhibit cell viability and STAT3 protein expression in NSCLC and AML cell lines. Further, BP1003 successfully penetrated pancreatic tumors and significantly enhanced the efficacy of gemcitabine, a treatment for patients with advanced pancreatic cancer, in a pancreatic patient derived tumor model. Our lead indication for BP1003 is pancreatic cancer due to the severity of this disease and the lack of effective, life-extending treatments. We intend to complete IND enabling studies of BP1003 in 2019 and to file an IND application for a Phase 1 clinical trial of BP1003 for the treatment of solid tumors, including pancreatic cancer in 2020. Our DNAbilize® technology-based products are available for out-licensing or partnering. We intend to apply our drug delivery technology template to new disease-causing protein targets as a means to develop new nanoparticle antisense RNAi drug candidates. We have a new product identification template in place to define a process of scientific, preclinical, commercial and intellectual property evaluation of potential new drug candidates for inclusion into our drug product development pipeline. As we expand, we will look at indications where a systemic delivery is needed and antisense RNAi nanoparticles can be used to slow, reverse or cure a disease, either alone or in combination with another drug. On July 19, 2017, we announced that the United States Patent and Trademark Office issued a notice of allowance for claims related to DNAbilize®, including its use in the treatment of cancers, autoimmune diseases and infectious diseases. We have certain intellectual property as the basis for our current drug products in clinical development, specifically prexigebersen, BP1002 and BP1003. We are developing RNAi antisense nanoparticle drug candidates based on our own patented technology to treat cancer and autoimmune disorders where targeting a single protein may be advantageous and result in reduced patient adverse effects as compared to small molecule inhibitors with off-target and non-specific effects. We have composition of matter and method of use intellectual property for the design and manufacture of antisense RNAi nanoparticle drug products.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The rules of the SEC allow us to incorporate by reference into in this prospectus certain supplement the information in other documents that we file with the SECit, which means that we are disclosing can disclose important information to you by referring you to those documentsdocuments that we have filed separately with the SEC. The You should read the information incorporated by reference because it is deemed to be an important part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectusprospectus supplement. This means that you must look at all of the SEC filings that we We hereby incorporate by reference to determine if any statements in the following information or documents into this prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SECsupplement: • ● our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020, filed on March 26, 2021; • ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 20192021, filed on May 17, 2021; • our ● the Current Reports on Form 8-K filed with the SEC Commission on January 14March 26, 2019; January 162021, 2019; January June 3, 2021, June 22, 2019 (other than information furnished under Item 7.01 2021 and exhibits related thereto)July 2, 2021; February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); and • ● the description of our common stock contained as set forth in our registration statement filed on Form 8-A under the Exchange Act on May 8, 1984, as amended by: ● the description of our common stock as set forth in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 526, 2014, 2021; and ● the description of our Series 1 Preferred as updated by our set forth in the Current Report on Form 8-K filed with the SEC Commission on January 6March 9, 20152020. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all documents we file in any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) made with the future SEC pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after Act, until the date termination of the filing offering as to which this prospectus supplement relates. Information in such future filings updates and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. You may obtain a copy of these filings, without charge, by writing or calling us at: Cadiz Inc. 000 Xxxxx Xxxx Xxxxxx Xxxxx 0000 Los Angeles, California 90071 Attention: Investor Relations (000) 000-0000 PROSPECTUS $205,000,000 CADIz INC. DEBT SECURITIES COMMON STOCK PREFERRED STOCK DEPOSITARY SHARES WARRANTS SUBSCRIPTION RIGHTS UNITS By this prospectus and an accompanying prospectus supplement, we may from time to time offer and sell, in one or more offerings, up to $205,000,000 in any combination of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights and units. This prospectus provides you with a general description of these securities. We will provide you with more specific terms of these securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement or issuer free writing prospectus relating to a particular offering, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest. We may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of the offering. We may offer and sell these securities to or through underwriters, dealers or agents, or directly to investors, or through a combination of these methods, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” beginning of pages 1 and 20, respectively, for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in the applicable prospectus supplement. Our common stock is listed on the Nasdaq Global Market under the symbol “CDZI”. On June 15, 2021, the closing price of our common stock as reported by the Nasdaq Global Market was $13.17 per share. We will provide information in any applicable prospectus supplement regarding the listing of securities other than shares of our common stock on any securities exchange. Investing in these securities involves certain risks. See “Risk Factors” beginning on page 4 of this prospectus and any similar section contained in the applicable prospectus supplement and any related free writing prospectus concerning factors you should consider before investing in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Prospectus dated June 25, 2021 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 THE COMPANY 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 Corporate Information 3 About Cadiz 3 USE OF PROCEEDS 5 RISK FACTORS 4 General 5 DESCRIPTION OF DEBT SECURITIES 5 Consolidation, Merger or Sale 7 Conversion or Exchange Rights 7 Modifications of Indenture; Waiver 8 Events of Default under the Indenture 7 Form, Exchange and Transfer 9 Discharge 9 Payment and Paying Agents 10 Information Concerning the Trustee 10 Subordination of Subordinated Debt Securities 10 Governing Law 10 General 11 DESCRIPTION OF CAPITAL STOCK 11 Series 1 Preferred Stock 11 Common Stock 11 Indemnification of Directors and Officers 14 Future Class or Series of Preferred Stock 13 Anti-Takeover Effects of Delaware Law and Certain Provisions of our Charter Documents 14 Exchange Listing 14 General 16 DESCRIPTION OF DEPOSITARY SHARES 16 Withdrawal of Preferred Stock 17 Dividends and Other Distributions 16 Voting Deposited Preferred Stock 17 Redemption, Conversion and Exchange of Preferred Stock 17 Charges of Preferred Stock Depositary; Taxes and Other Governmental Charges 18 Amendment and Termination of the Deposit Agreement 18 Miscellaneous 18 Resignation and Removal of Depositary 18 Exercise of Warrants 19 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 20 DESCRIPTION OF SUBSCRIPTION RIGHTS 20 General 21 PLAN OF DISTRIBUTION 20 Dealers 22 Underwriters and Agents 21 Institutional Purchasers 22 Direct Sales 22 Market-Making, Stabilization and Other Transactions 23 Indemnification; Other Relationships 22 EXPERTS 23 LEGAL MATTERS 23 INFORMATION INCORPORATED BY REFERENCE 24 WHERE YOU CAN FIND MORE INFORMATION 23 This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the “Commission” or the “SEC,” using the “shelf” registration process. Under the shelf registration process, using this prospectus, together with a prospectus supplement, we may sell from time to time any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that may be offered. Each time we sell securities pursuant to this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered. A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. The prospectus supplement may also add to, update or change information contained in this prospectus and, accordingly, to the extent inconsistent, the information in this prospectus will be superseded by the information in the prospectus supplement. You should read this prospectus, any applicable prospectus supplement and any related issuer free writing prospectus, as well as the additional information incorporated by reference in this prospectus described below under “Where You Can Find More Information” and “Information Incorporated by Reference” or in any applicable prospectus supplement and any related issuer free writing prospectus, before making an investment in our securities. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part part, and prior to you may obtain copies of those documents as described below under “Where You Can Find More Information.” Neither the effectiveness delivery of such registration statement this prospectus, any accompanying prospectus supplement or (ii) any free writing prospectus prepared by us, nor any sale made under this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, implies that there has been no change in our affairs or that the information therein is correct as of any date after the date of this prospectus or of such prospectus supplement or free writing prospectus, as applicable. You should not assume that the information in this prospectus, including any information incorporated in this prospectus by reference, the accompanying prospectus supplement or any free writing prospectus prepared by us, is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and until prospects may have changed since that date. You may rely only on the information contained or incorporated by reference in this prospectus. Neither we nor any other person has authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither this prospectus nor any accompanying prospectus supplement nor any free writing prospectus prepared by or on behalf of us or to which we have referred you constitutes an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, or an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities made by this prospectus is terminatedsecurities, you should refer to the registration statement, including its exhibits. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such caseUnless the context otherwise requires, the portions furnished terms “we,” “us,” “our,” “Cadiz,” and not filed pursuant “the Company” refer to Item 2.02, Item 7.01 or otherwise), as well as any proxy statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral requestCadiz Inc., a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings at no cost, by writing to or telephoning us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.Delaware corporation.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating The SEC allows us to incorporate by reference into this prospectus certain the information that we file with the SECit, which means that we are disclosing can disclose important information to you by referring you to those documentsanother document that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for and subsequent information that we file with the SEC will automatically update and supersede that information. You should read the information incorporated by reference because it is an important part of this prospectus. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that is superseded by information a statement contained in this prospectusprospectus modifies or replaces that statement. This means that you must look at all of the SEC filings that we We incorporate by reference to determine if any statements in the prospectus following information or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC: SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K): • our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 filed with the SEC on March 1, 2022; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019; and • our Current Reports on Form 8-K filed with the SEC on January 1412, 2019; January 16, 2019; January 22, 2019 2022 (other than excluding information furnished under Item 7.01 thereunder), and exhibits related thereto); February 515, 2019 and March 13, 2019 2022 (other than excluding information furnished under Item 7.01 thereunder). All reports and exhibits related thereto); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 5, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference all other documents we subsequently file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and until prior to the termination of the offering of the our securities made by to which this prospectus is terminatedrelates will automatically be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of the filing of such reports and documents. These We are not, however, incorporating by reference any documents include periodic reportsor portions thereof that are not deemed “filed” with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on including any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K (except, and any related exhibits furnished with such furnished information). Any statements in any such casefuture filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. Any statement so modified or superseded shall not be deemed, the portions furnished and not filed pursuant except as so modified or superseded, to Item 2.02, Item 7.01 or otherwise), as well as any proxy statementsconstitute a part of this prospectus. We will provide without charge to each person, including any beneficial owner, to whom a this prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus prospectus, but not delivered with the prospectus, including other than exhibits which to such documents unless such exhibits are specifically incorporated by reference into such documentsthe documents that this prospectus incorporates. You should direct written requests to: ImmunityBio, Inc., 0000 Xxxx Xxxxxxx Court, San Diego, California 92121, Attention: Investor Relations, or you may request a copy of these filings at no cost, by writing to or telephoning call us at the following address: Bio-Path Holdings, Inc. Attention: Secretary 0000 Xxxxxxxx (858) 000- 0000. Up to $330,795,982 Common Stock PROSPECTUS SUPPLEMENT Xxxxxxxxx, Xxxxx 000 Bellaire, Texas 77401 (000) 000-0000 18 UP TO $7,000,000 SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.

INFORMATION INCORPORATED BY REFERENCE. We are incorporating file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC allows us to incorporate by reference into this prospectus certain the information that we file with the SECthem, which means that we are disclosing can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed considered to be part of this prospectusprospectus supplement, except for and later information incorporated by reference that is superseded by information contained in this prospectus. This means that you must look at all of filed with the SEC filings that we will update and supersede this information. We incorporate by reference to determine if any statements in the prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents set forth listed below that we have previously filed with the SEC, except that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate that such information is being furnished and not filed under the Exchange Act, is not deemed to be filed and not incorporated by reference herein: • ● our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 as filed with the SEC on February 11, 2021; • our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019; • ● our Current Reports on Form 8-K as filed with the SEC on January 14, 2019; 2021, January 1619, 2019; 2021, January 20, 2021, and January 22, 2019 (other than information furnished under Item 7.01 and exhibits related thereto); February 5, 2019 and March 13, 2019 (other than information furnished under Item 7.01 and exhibits related thereto)2021; and • ● the description of our common stock contained in our the registration statement on Form 8-A as filed with the SEC on March 5February 28, 2014, as updated by our Current Report on Form 8-K filed with the SEC on January 6, 2015. Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information2005. We also incorporate by reference all into this prospectus supplement additional documents that we may file in with the future pursuant to Section SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) prior to the completion or termination of the offering, including all such documents we may file with the SEC after the date of the filing of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or (ii) after in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. 12 This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus and until or the offering date of the securities made documents incorporated by reference in this prospectus is terminated. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise), as well as any proxy statementsprospectus. We will provide to each person, including any beneficial owner, to whom a this prospectus is delivered, without charge upon written or oral request, at no cost to the requester, a copy of any or and all of the documents information that are is incorporated by reference into in this prospectus. We will provide to each person, including any beneficial owner, to whom this prospectus but not delivered with supplement is delivered, upon written or oral request, at no cost to the prospectusrequester, including exhibits which are specifically a copy of any and all of the information that is incorporated by reference into such documentsin this prospectus supplement. You may request a copy of these filings filings, at no costcost to you, by telephoning us at (000) 000-0000 or by writing to or telephoning us at the following address: Bio-Path HoldingsInuvo, Inc. 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx 000 Little Rock, Arkansas 72201 Attention: Secretary 0000 Xxxxxxxx XxxxxxxxxInvestor Relations You may also access the documents incorporated by reference in this prospectus supplement on the SEC’s website xxxxx.xxx.xxx or through our website at xxx.xxxxx.xxx. The reference to our website is an inactive textual reference only and, Xxxxx 000 Bellaireexcept for the specific incorporated documents listed above, Texas 77401 (000) 000-0000 18 no information available on or through our website shall be deemed to be incorporated in this prospectus supplement, the accompanying prospectus or the registration statement of which it forms a part. 13 UP TO $7,000,000 35,000,000 OF SHARES OF COMMON STOCK X.X. Xxxxxxxxxx & Co.PROSPECTUS SUPPLEMENT