As filed with the Securities and Exchange Commission on June 23, 2017December 11, 2020

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Novus Therapeutics, Inc.NOVUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

19900 MacArthur Blvd., Suite 550

Irvine, California 92612

(949) 238-8090

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory J. Flesher

David-Alexandre C. Gros

President and Chief Executive Officer

Novus Therapeutics, Inc.

19900 MacArthur Blvd., Suite 550

Irvine, California 92612

(949) 238-8090

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copyCopy to:

Ryan A. Murr, Esq.

Gibson, Dunn & Crutcher LLP

555 Mission St.,Street, Suite 3000

San Francisco, CA 94105-0921

Telephone: (415) 393-8200

Facsimile: (415) 393-8306393-8373

Approximate date of commencement of proposed sale to the public:public: From time to time, after the effective date of this Registration Statement becomes effective, as determined by the Selling Stockholders.Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statementthe Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 23, 2017December 11, 2020

ProspectusPROSPECTUS

Novus Therapeutics, Inc.

400,398 shares

12,364,568 Shares of Common Stock

Offered by the Selling Stockholders

This prospectus coversrelates to the saleproposed resale or other disposition of an aggregate of 400,39812,364,568 shares of our Common Stock, $0.001 par value per share (the “Shares”), by the selling security holdersstockholders identified in this prospectus (collectively with any of the holders’ transferees, pledgees, donees or successors, the “Selling Stockholders”). The Shares covered by this prospectus wereconsist of (i) 12,065,875 Shares that are issuable upon conversion of Series X¹ Preferred Stock that was issued at the closingin a private placement transaction dated September 14, 2020 and (ii) 298,693 Shares that are issuable upon conversion of aSeries X¹ Preferred Stock Purchase Agreement (the “Stock Purchase Agreement”) by and amongunderlying warrants that the Company and eachassumed in connection with the acquisition of those persons and entities, severally and not jointly, listed as a PurchaserAnelixis Therapeutics, Inc. on the Schedule of Purchasers thereto, with a closing date of May 10, 2017 (the “Closing Date”).September 14, 2020.

The Company will not receive any proceeds from the sale by the Selling Stockholders of the Shares. We are paying the cost of registering the Shares covered by this prospectus as well as various related expenses. The Selling Stockholders are responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of its shares.

Sales of the Shares by the Selling Stockholders may occur at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the shares, or both. If required, the number of shares to be sold, the public offering price of those shares, the names of any underwriters, broker-dealers or agents and any applicable commission or discount will be included in a supplement to this prospectus, called a prospectus supplement. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of their Shares hereunder.

The Company’s Common Stock is traded on The Nasdaq Capital Market under the symbol “NVUS.” On June 22, 2017,December 8, 2020, the closing sale price of our Common Stock on The Nasdaq Capital Market was $6.04$19.74 per share. Our principal executive offices are located at 19900 MacArthur Boulevard, Suite 550, Irvine, California 92612, and our telephone number is (949) 238-8090.

Investing in our securitiescommon stock involves a high degree of risk. You should carefully considerPlease read the information contained in and incorporated by reference under the heading “Risk Factors included herein before you invest” beginning on page 6 of this prospectus, and under similar headings in our securities.the other documents that are filed after the date hereof and 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

This prospectus is June     , 2017dated                2020

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

You should read this prospectus, any applicable prospectus supplement and the information incorporated by reference in this prospectus before making an investment in the securities of Novus Therapeutics, Inc. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for additional information. You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. The Company has not authorized anyone to provide you with different information. This document may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that information contained in this prospectus, or in any document incorporated by reference, is accurate only as of any date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated, references to the terms “Novus,” “our,” “us,” “we”, or the “Company” refer to Novus Therapeutics, Inc. and its wholly-owned subsidiaries, on a consolidated basis.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements withinand the meaning of federal securities laws, and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements containedinformation incorporated by reference in this prospectus except for historical information may be deemed to be forward-looking statements. Without limitingcontains “forward-looking statements” as defined by the generalityPrivate Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Any statements about the foregoing,Company’s future expectations, plans and prospects, including statements about its strategy, future operations, and development of its product candidates and other statements containing words such as “may,“believes,” “will,“anticipates,” “expect,“plans,” “believe,“expects,” “anticipate,“estimates,” “intend,“intends,” “predicts,” “projects,” “targets,” “could,” “estimate,“may,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our businesses, or other characterizations of future events or circumstances are forward-looking statements.

Theand similar expressions, constitute forward-looking statements, included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties,although not all of which are difficult or impossible to predict accurately and many of which are beyond our control. Asforward-looking statements include such our actual results may differ significantly from those expressed in any forward-looking statements. Factors that may cause or contribute to such differencesidentifying words. Forward-looking statements include, but are not limited to those discussed in more detail in Item 1 (Business)statements regarding:

Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the ability to develop commercially viable product formulations on a timely basis, or at all; the sufficiency of the Company’s cash resources; the ability to obtain necessary regulatory and ethics approvals to commence additional clinical trials; whether data from early clinical trials will be indicative of the data that will be obtained from future clinical trials; whether the results of clinical trials will warrant submission for regulatory approval of any investigational product; whether any such submission will receive approval from the FDA or equivalent foreign regulatory agencies and, if the Company is able to obtain such approval for an investigational product, whether it will be successfully distributed and marketed; and the duration of the COVID-19 pandemic, including economic and other impacts of the pandemic and of and actions taken in this prospectus. Readers should carefully review theseresponse to it by governments, businesses, and individuals. These risks and uncertainties, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent inthat could cause the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that suchCompany’s actual results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information. Except as may be required by law, we disclaim any intent to revisediffer significantly from the forward-looking statements contained herein, are described in greater detail in described under the heading “Risk Factors” in this prospectus.

THE COMPANY

Overview

Novus is a biopharmaceutical company focused on developing life-changing, targeted medicines for patients undergoing organ or cellular transplantation, as well as those living with immunological diseases. Our lead product candidate, AT-1501, is a humanized monoclonal antibody (mAb), designed to reflect eventstarget CD40 Ligand (“CD40L,” also called CD154), a molecule expressed on the surface of human immune system T cells. The central role of CD40/CD40L signaling in generating pro-inflammatory responses makes it an attractive candidate for therapeutic intervention in autoimmune disease, induction and maintenance of transplant tolerance, and neuroinflammation. Blocking the activation of the CD40L pathway ameliorates disease progression and pathology in preclinical models of autoimmunity and prevents acute and long-term allograft transplant rejection in multiple animal species.

We currently plan to develop AT-1501 in up to 4 indications: prevention of kidney allograft rejection, prevention of islet cell allograft rejection, treatment of autoimmune nephritis, and treatment of amyotrophic lateral sclerosis (“ALS”). AT-1501 successfully completed a Phase 1 study in healthy subjects and a cohort of subjects with ALS.

In September 2020, we acquired Anelixis Therapeutics, Inc. (“Anelixis”), the company that owned or circumstances aftercontrolled the date hereofintellectual property related to AT-1501, a humanized IgG1 anti-CD40L antibody lacking Fc effector function. AT-1501 is designed to inhibit signaling via CD40L, a costimulatory type II membrane receptor expressed on activated T cells and CD40, a receptor expressed on Antigen Presenting Cells (“APC”s). Interactions between B cell expressing CD40, and activated CD4+ “helper” T cells expressing CD40L, play a critical role in promoting germinal center formation, clonal expansion, antibody production, and secretion of pro-inflammatory cytokines that amplify immune response. The role of CD40 in B cells has been extensively characterized and has been shown to be essential for productive primary and secondary humoral immune responses to T cell dependent antigens. Anti CD40L antibodies also inhibit both CD40 as well as CD11 costimulatory receptors on antigen presenting cells, thus inhibiting the pro-inflammatory polarization of CD4+ and CD8+ lymphocytes. Blocking the ligand also polarizes CD4+ lymphocytes to FoxP3 positive Tregs, a specialized subpopulation of T cells that act to suppress immune response, which functionally secrete IL10 and other cytokines creating a more tolerogenic environment. Finally, blocking the CD-CD40L pathway has not been shown to cause systemic lymphopenia.

Our business strategy is to optimize the clinical and commercial value of AT-1501 and become a global biopharmaceutical company with a focused autoimmune franchise.

Reverse Stock Split

In October 2020, we effected a reverse stock-split of our issued and outstanding Common Stock and options for Common Stock at a ratio of one-for-eighteen (the “Reverse Stock Split”). The Reverse Stock Split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding preferred stock and the exercise or vesting of its outstanding stock options, restricted stock units and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such convertible notes, stock options and warrants. The par value per common share remained unchanged. Except where the context otherwise requires, share numbers in this prospectus reflect the occurrenceReverse Stock Split.

Corporate Information

We were incorporated under the laws of unanticipated events.

ABOUT THE COMPANY

Unless otherwise noted: (1) the term “Novus Therapeutics” refersState of Delaware on March 26, 2004 under the name Tokai Pharmaceuticals, Inc. and we changed our name to Novus Therapeutics Inc., a Delaware corporation, formerly known as Tokai Pharmaceuticals, Inc., (2) the terms “Novus,” the “Company,” “we,” “us,” and “our,” refer to the ongoing business operations of Novus Therapeutics and its subsidiaries, including Otic Pharma, Ltd., whether such activities are conducted through Novus Therapeutics or a subsidiary of the company, and (3) the term “Common Stock” refers to shares of Novus Therapeutics’ Common Stock and the term “stockholder(s)” refers to the holders of Common Stock or securities exercisable for Common Stock.

We are a clinical-stage, specialty pharmaceutical company focused on the acquisition and development of products for disorders of the ear, nose, and throat (“ENT”). We have two novel technologies that are initially being developed for conditions of the ear.

OP-01 is a foam-based technology. It is being developed by us with the intent to be used as a delivery vehicle for drugs which are to be placed into the ears, as well as the nasal and sinus cavities. OP-01 is currently being

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developed as an improved treatment option for acute otitis externa (“AOE” or “swimmers ear”), a common medical condition of the outer ear canal that globally affects tens of millions of adults and children every year. OP-01 has been tested in four clinical trials involving 353 subjects, including a successful phase 2b study with a steroid-free, antibiotic-only formulation of OP-01 that performed similarly to standard of care. We have suspended the development of the prior formulation of OP-01 in order to modify the formulation to create a clinically differentiated, best-in-class product for AOE that has the potential to represent an improvement to the current standard of care.

OP-02 is a surfactant-based technology. It was originally developed by Otodyne, Inc. and subsequently licensed to us in November 2015. OP-02 is currently being developed as a potential first-in-class treatment option for patients with otitis media (“OM”) and Eustachian tube dysfunction (“ETD”). OM and ETD are common medical conditions of the middle ear that globally affects more than 700 million adults and children every year. OM is a common disorder seen in pediatric practice and is the most frequent reason children are prescribed antibiotics and undergo surgery. OP-02 is a daily nasal spray, designed to improve and maintain the Eustachian tube’s ability to drain and ventilate the middle ear. We are currently developing a formulation of OP-02 to be used in human clinical trials and expect to conduct two phase 1 clinical studies in 2018 to explore the safety and tolerability of OP-02, including one study that will explore how OP-02 affects Eustachian tube function (pharmacodynamics). These phase 1 studies will evaluate single and repeated intranasal doses of OP-02 in adults. Subject to successful completion of these studies, we intend to initiate phase 2 studies of OP-02, with a focus on prevention of acute, recurrent, and/or chronic OM in children.

May 9, 2017. Our principal executive offices are located at 19900 MacArthur Boulevard, Suite 550, Irvine, California 92612, and our telephone number is (949) 238-8090. AdditionalOur website address is novustherapeutics.com. The information regardingcontained in, or accessible through, our company, includingwebsite does not constitute part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

SELECTED FINANCIAL DATA

The following selected financial data has been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 17, 2020, and our unaudited consolidated financial statements included in our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2020, and August 14, 2020, as adjusted to reflect the Reverse Stock Split for all periods presented. Our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020 gave retroactive effect to the reverse stock-split for all periods presented. Our historical results are not indicative of the results that may be expected in the future and results of interim periods are not indicative of the results for the entire year. In addition, the below presented historical results do not present the pro forma impact of the acquisition of Anelixis, as presented in the unaudited pro forma financial statements and descriptions of our business, isaccompanying notes for the six months ended June 30, 2020 and the fiscal year ended December 31, 2019 contained in the documentsCompany’s definitive proxy statement on Schedule 14A dated November 20, 2020 as Annex D thereto and incorporated herein by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference”.reference.

AS REPORTED

AS ADJUSTED FOR ONE-FOR-EIGHTEEN REVERSE STOCK SPLIT

RISK FACTORS

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitledunder “Risk Factors” in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our definitive proxy statement on Schedule 14A, dated as of April 7, 2017, in each case as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including the applicable prospectus supplement.supplement, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For moreYou should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K, as revised or supplemented by our most recent Quarterly Report on Form 10-Q, which are incorporated herein by reference, together with the other information seecontained in this prospectus and in our filings with the section entitled “Where You Can Find More Information.”SEC that we have incorporated by reference in this prospectus. We expect to update these Risk Factors from time to time in the periodic and current reports we file with the SEC after the date of this prospectus. These updated Risk Factors will be incorporated by reference in this prospectus. If any of these risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

USE OF PROCEEDS

The proceeds from the resale of the Shares under this prospectus are solely for the accounts of the Selling Stockholders. We will not receive any proceeds from the sale of Shares under this prospectus.

SELLING SECURITYHOLDERSSTOCKHOLDERS

Concurrent with the Company’s acquisition of Anelixis on September 14, 2020, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with certain institutional and accredited investors (the “Investors”), pursuant to which the Company issued and sold approximately 217,200 shares of Series X¹ Preferred Stock for an aggregate purchase price of approximately $108.15 million (the “Financing”). The Financing was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.

At the closing of the Financing, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company has included in this prospectus 400,39812,065,875 shares of Common Stock, which were originallymay be issued toupon conversion of the Selling Stockholders as set forth in the Stock Purchase Agreement by and among the Company and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers thereto, which closing took place on the Closing Date.

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PursuantSeries X¹ Preferred Shares issued pursuant to the Stock Purchase Agreement, dated asAgreement.

In addition, this prospectus includes 298,693 Shares that are issuable upon conversion of January 31, 2017,Series X¹ Preferred Stock underlying warrants held by Noble Capital Markets, Inc., which the Company agreed to issue 3,603,601 shares of Novus common stock at a purchase price of $1.11 per share (in each case, not giving effect to the Reverse Stock Split). On May 11, 2017, the Company effected a reverse stock split of its outstanding Common Stock at a ratio of 1-for-9 (the “Reverse Stock Split”), which effectively resultedassumed in the sale by the Company of 400,398 shares of Common Stock at a price of $9.99 per share. The Shares being registered on this Form S-3 give effect to the Reverse Stock Split.

In connection with the transactions contemplated byacquisition of Anelixis.

Except as otherwise noted below, the Stock Purchase Agreement, we agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the Shares.

The following table sets forth certain information regarding the Selling Stockholders and the shares of Common Stock beneficially owned by each person or entity, which is based on information that is available to us as of JuneDecember 1, 2017.2020. The Selling Stockholders may offer shares under this prospectus from time to time and may elect to sell none, some or all of the shares set forth next to its name. As a result, we cannot estimate the number of shares of Common Stock that the Selling Stockholders will beneficially own after termination of sales under this prospectus. In addition, the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of such holder’s shares of Common Stock since the date on which it provided information for this table. We have not made independent inquiries about this.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of JuneDecember 1, 20172020 are considered outstanding and beneficially owned by the person holding the options or warrants for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person.

We are relying on written commitments from the Selling Stockholders to notify us of any changes in its beneficial ownership after the date it originally provided this information. See “Plan of Distribution”.

Gregory J. Flesher (15)		104,348		55,555		48,793		*
Michael P. Cruse (16)		22,533		11,111		11,422		*
All other Selling Stockholders as a group (17)		1,204,825		1,204,825		—		—

(11)

Based on information provided to the Company by the Selling Stockholder. Consists of 12,049 shares of Series X1 Preferred Stock. Wayne Holman may be deemed to beneficially own the shares owned by the Selling Stockholder. The address of the Selling Stockholder is 348 West 14th Street, New York, NY 10014.

(12)

Based on information provided to the Company by the Selling Stockholder. Consists of 5,376,539 warrants exercisable into 5,376.47 shares of Series X1 Preferred Stock. Nico P. Pronk may be deemed to beneficially own the shares owned by the Selling Stockholder. The address of the Selling Stockholder is 225 NE Mizner Blvd, Suite 150, Boca Raton, FL 33432.

(13)

Based on information provided to the Company by the Selling Stockholder. Consists of 5,020 shares of Series X1 Preferred Stock. Such shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. Andrew Acker and Dan Lyons have been appointed by Janus to make decisions with respect to the voting and disposition of the Shares. The address of the Selling Stockholder is 151 Detroit Street, Denver, CO 80206.

(14)

Based on information provided to the Company by the Selling Stockholder. Consists of 5,020 shares of Series X1 Preferred Stock. Srinivas Akkaraju may be deemed to beneficially own the shares owned by the Selling Stockholder. The address of the Selling Stockholder is 628 Middlefield Road, Palo Alto, CA 94301.

(15)

Based on information provided to the Company by the Selling Stockholder. Consists of (i) 8,717 shares of Common Stock, (ii) 40,078 shares of Common Stock exercisable as of November 15, 2020 or that will become exercisable within 60 days after such date and (iii) 1,0000 shares of Series X1 Preferred Stock. Mr. Flesher served as Chief Executive Officer of the Company from July 30, 2015 until September 4, 2020. The address of the Selling Stockholder is c/o Novus Therapeutics, Inc. 19900 MacArthur Blvd., Suite 550, Irvine, CA 92612.

(16)

Based on information provided to the Company by the Selling Stockholder. Consists of (i) 3,136 shares of Common Stock, (ii) 8,286 shares of Common Stock exercisable as of November 15, 2020 or that will become exercisable within 60 days after such date and (iii) 200 shares of Series X1 Preferred Stock. Mr Cruse served as Vice President Corporate Operations of the Company from May 10, 2017 until June 30, 2020. The address of the Selling Stockholder is c/o Novus Therapeutics, Inc. 19900 MacArthur Blvd., Suite 550, Irvine, CA 92612

(17)

Consists of 21,687 shares of Series X1 Preferred Stock. Includes shares of 18 Selling Stockholders that individually hold less than one percent (1%) of outstanding Common Stock.

Relationship with the Selling Stockholders

3In addition to the Stock Purchase Agreement, on September 16, 2020, in connection with the Financing, we entered into a registration rights agreement with the Selling Stockholders (the “Registration Rights Agreement”).

We have also agreed, among other things, to indemnify the Selling Stockholders and their officers, directors, agents, partners, members, managers, stockholders, affiliates and employees from certain liabilities and to pay all fees and expenses incident to our obligations under the Registration Rights Agreement.

PLAN OF DISTRIBUTION

We are registering the Shares issued to the Selling Stockholders to permit the resale of these Shares by the holders of the Shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the Shares. We will, or will procure to, bear all fees and expenses incident to our obligation to register the Shares.

The Selling Stockholders may sell all or a portion of the Shares beneficially owned by them and offered hereby from time to time sell, transferdirectly or otherwise dispose of anythrough one or all of their shares of common stockmore underwriters, broker-dealers or interests in shares of common stockagents. If the Shares are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may be sold on any stocknational securities exchange market or trading facilityquotation service on which the shares are tradedsecurities may be listed or quoted at the time of sale, in the over-the-counter market or in private transactions. These dispositions may betransactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price,sale, at varying prices determined at the time of sale,

or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The Selling Stockholders may use any one or more of the following methods when disposing of the shares or interests therein:selling shares:

The Selling Stockholders also may also sellresell all or a portion of the shares underin open market transactions in reliance upon Rule 144 under the Securities Act, of 1933, as amended, (the “Securities Act”), if available,or the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus.prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

Broker-dealers engaged by the selling stockholdersSelling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealersIf the Selling Stockholders effect such transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or discountscommissions from the Selling Stockholders (or, if any broker-dealer actsor commissions from purchasers of the Shares for whom they may act as agent for the purchaser of shares, from the purchaser)or to whom they may sell as principal. Such commissions will be in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customarynegotiated, but, except as set forth in the types of transactions involved.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus.

Upon being notified in writing by a Selling Stockholder that any particular offer of shares of common stock is made, including that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant toProspectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 424(b) under2121; and in the Securities Act, disclosing (i) the namecase of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paida principal transaction a markup or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by referencemarkdown in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordancecompliance with applicable securities law.

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The Selling Stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.FINRA IM-2121.01.

In connection with the salesales of the shares of common stockShares or interests in shares of common stock,otherwise, the Selling Stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stockShares in the course of hedging thein positions they assume. The Selling Stockholders may also sell shares of common stockShares short and if such short sale shall take place after the date that this Registration Statement is declared effective date ofby the registration statement of whichCommission, the Selling Stockholders may deliver Shares covered by this prospectus is a part and deliver these securities to close out their short positions orand to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge the common stockShares to broker-dealers that in turn may sell these securities.such shares, to the extent permitted by applicable law. The Selling Stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders , from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders and any broker-dealersbroker-dealer or agents that are involvedparticipating in selling the sharesdistribution of the Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions received bypaid, or any discounts or concessions allowed to, any such broker-dealersbroker-dealer or agentsagent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission or discount to be received by any memberSelling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Financial Industry Regulatory Authority (FINRA) or independent broker-dealerSecurities Act will not be greater than 8%subject to the applicable prospectus delivery requirements of the initial gross proceeds fromSecurities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the sale of any security being sold.

We have advised the Selling Stockholders that they are required to comply with Regulation M promulgatedSecurities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, duringor the Exchange Act.

Each Selling Stockholders has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares. Upon the Company being notified in writing by a Selling Stockholders that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such time as theySelling Stockholders and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).

Under the securities laws of some U.S. states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some U.S. states the Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholders will sell any or all of the Shares registered pursuant to the shelf registration statement, of which this prospectus forms a part.

Each Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Shares by the Selling Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in athe distribution of the shares. TheShares to engage in market-making activities with respect to the Shares. All of the foregoing may affect the marketability of the common stock.

The aggregate proceedsShares and the ability of any person or entity to engage in market-making activities with respect to the Selling Stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. Shares.

We will not receive any of the proceeds from this offering.

We are required to pay all fees and expenses incident toof the registration of the shares.Shares pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each Selling Stockholders will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it. We have agreed towill indemnify the Selling Stockholders against certain losses, claims, damages andliabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement, or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act, or otherwise.

We have agreed withthat may arise from any written information furnished to us by the Selling Stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to keepcontribution.

LEGAL MATTERS

The validity of the registration statementsecurities in respect of which this prospectus constitutesis being delivered will be passed upon for us by Gibson, Dunn & Crutcher LLP, San Francisco, California.

EXPERTS

Novus Therapeutics, Inc.

KMJ Corbin & Company LLP, independent registered public accounting firm, has audited our consolidated financial statements as of and for the year ended December 31, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019 as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a part effective untilgoing concern as described in Note 2 to the earlier of (a) such time as all of the shares coveredconsolidated financial statements), which is incorporated by reference in this prospectus have been disposed of pursuant to and elsewhere in accordance with the registration statement, (b)statement. Our consolidated financial statements are incorporated by reference in reliance on KMJ Corbin & Company LLP’s report, given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of and for the dateyear ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2019, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements), which the shares of common stock coveredis incorporated by reference in this prospectus may be sold or transferredand elsewhere in the registration statement. Our financial statements are incorporated by non-affiliates without any volume limitations or pursuant to Rule 144 of the Securities Act or (c) date that is three years after the Closing Date.reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

EXPERTS

Tokai Pharmaceuticals,Anelixis Therapeutics, Inc.

The audited financial statements of Anelixis Therapeutics, Inc. for the Company (formerly known as Tokai Pharmaceuticals, Inc.)years ended December 31, 2019 and 2018 incorporated in this prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Otic Pharma, Ltd.

The audited consolidated financial statements of Otic Pharma, Ltd. and its subsidiary incorporated in this prospectus by reference from the Company’s DefinitiveCompany���s Proxy Statement on Schedule 14A filed on April 7, 2017 (which comprise the balance sheets as of December 31, 2016 and 2015, and the related Statements of Operations, Changes in Shareholders Deficit and Cash Flows for the year and period then ended, and the related notes to the financial statements)Form 8-K/A dated November 20, 2020 have been audited by Brightman, Almagor Zohar & Co., a member of

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Deloitte Touche Tohmatsu Limited,AAFCPAs, Inc, as stated in their report (which includes emphasis of matter paragraphs regarding the Company’s ability to continue as a going concern and the adoption of Accounting Standards Updates (ASU) Nos. 2014-19, Revenue from Contracts with Customers (Topic 606) and 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made), incorporated by reference and given upon the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matters, including the validity of the securities offered pursuant to this registration statement, will be passed upon for us by Gibson, Dunn & Crutcher LLP, San Francisco, California.

WHERE YOU CAN FIND MORE INFORMATION

We must comply with the informational requirements of the Securities Exchange Act of 1934, as amended,file annual, quarterly and we are required to filecurrent reports, and proxy statements and other information with the Securities andSEC under the Exchange Commission.Act. You may read and copy theseany reports, proxy statements andor other information on file at the Public Reference Room maintained by the Securities and Exchange CommissionSEC’s public reference facility located at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies at the prescribed rates from the Public Reference Section of the Securities and Exchange Commission at its principal office in Washington, D.C. You mayPlease call the Securities and Exchange CommissionSEC at 1-800-SEC-0330 for further information aboutregarding its public facilities. Our SEC filings, including the complete registration statement of which this prospectus is a part, are available to the public reference room. The Securitiesfrom commercial document retrieval services and Exchange Commission also maintains aavailable at the Internet website that contains reports, proxy and information statements and other information regarding issuers like us that file electronically withmaintained by the Securities and Exchange Commission. You may access the Securities and Exchange Commission’s web siteSEC at http://www.sec.gov. We maintain a website at www.novustherapeutics.com. The information contained in, or that can be accessed through, our website is not incorporated by reference herein and is not part of this prospectus.www.sec.gov.

Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange CommissionSEC allows us to incorporate“incorporate by reference inreference” into this prospectus the information that we file with it. Incorporation by referenceit, which means that we can disclose important information to you by referring you to other documents that are legally considered to bethose documents. The information incorporated by reference is an important part of this prospectus. Laterprospectus, and information that we file later with the Securities and Exchange CommissionSEC will automatically update and supersede the information in this prospectus, any supplement and the documents listed below. Our SEC file number is 001-36620information. We incorporate by reference the specific documents listed below and any future filings made with the Securities and Exchange CommissionSEC under SectionSections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 as amended,subsequent to the date of this registration statement until allthe end of the shares of common stock and warrant shares covered byany offerings under this prospectus are sold:prospectus:

•

Our definitive proxy statement on Schedule 14A dated November 20, 2020;

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We will furnish without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated by reference. Requests should be addressed to Investor Relations, 19900 MacArthur Boulevard, Suite 550, Irvine, California 92612 or may be made telephonically at (949) 238-8090.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information contained in this prospectus or the accompanyingany prospectus supplement is accurate onas of any date subsequent toother than the date set forth on the front page of those documents.

Notwithstanding the document orforegoing, unless specifically stated to the contrary, information that we furnish (and that is not deemed “filed” with the SEC) under Items 2.02 and 7.01 of any information we haveCurrent Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference into this prospectus or the registration statement of which this prospectus is correcta part.

We will furnish without charge to you, on written or oral request, a copy of any date subsequent to the dateor all of the documentdocuments incorporated by reference even thoughin this prospectus, andincluding exhibits to these documents. You should direct any accompanying prospectus supplement is delivered or securities are sold on a later date.requests for documents to Novus Therapeutics Inc., 19900 MacArthur Boulevard, Suite 550, Irvine, California 92612, telephone: (949) 238-8090.

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12,364,568 Shares of Common Stock

Offered by the Selling Stockholders

PROSPECTUS

            , 2020

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following areexpenses payable by us in connection with the estimated expenses of theissuance and distribution of the sharessecurities being registered hereunder on Form S-3:(other than underwriting discounts and commissions, if any) are set forth below. Each item listed is estimated, except for the SEC registration fee.

Item 15. Indemnification of Directors and Officers.

The Company’s Certificate of Incorporation provides for the elimination of personal monetary liability of directors to the fullest extent permissible under Delaware law. Delaware law does not permit the elimination or limitation of director monetary liability for: (i) breaches of the director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law; (iii) the payment of unlawful dividends or unlawful stock repurchases or redemptions or (iv) transactions in which the director received an improper personal benefit.

Section 145 of the Delaware General Corporation Law permits a Delaware corporation to indemnify, on certain terms and conditions, any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action. The Certificate of Incorporation and Bylaws of the Company require the Company to indemnify the Company’s directors and officers to the fullest extent permitted under Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

A list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by reference.

II-1Item 17. Undertakings.

Item 512(a) of Regulation S-K. The undersigned registrant hereby undertakes:

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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of this Registration Statement or made in any such document immediately prior to such effective date.

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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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Item 512(i) of Regulation S-K. The undersigned registrant hereby undertakes that:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, state of California, on June 23, 2017.

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated, each of whom also constitutes and appoints Gregory J. Flesher and Christine G. Ocampo, and each of them singly, his or her true and lawful attorney-in-fact and agent, for him or her, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same and all exhibits thereto and any other documents in connection therewith with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, state of California, on December 11, 2020.

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated, each of whom also constitutes and appoints David-Alexandre C. Gros and Jon S. Kuwahara, and each of them singly, his true and lawful attorney-in-fact and agent, for him , with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same and all exhibits thereto and any other documents in connection therewith with the Securities and Exchange Commission, granting unto each attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.