ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC” or the SEC,“Commission”) using a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings from time to time having an aggregate initialcontinuous offering price of $150,000,000. This prospectus provides you only with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will contain more specific information about the securities being offered and 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 and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including, without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution. If there is any inconsistency between the information in this prospectus and a prospectus supplement or any related free writing prospectus or information incorporated by reference having a later date, you should rely on the information in that prospectus supplement or any related free writing prospectus we may authorize to be provided to you or incorporated information having a later date. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES, UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.process.

This prospectus does not contain all the information provided in the registration statement we filed with the SEC. You should read this prospectus, and any accompanying prospectus supplement and any related free writing prospectus, together with additionaland the information and documents incorporated by reference as described undercarefully. Such documents contain important information that you should consider before buying any of the headingssecurities being offered. See “Where You Can Find More Information” and “Incorporation of Certain InformationDocuments by Reference,” before you investReference” in this prospectus.

This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of the securities being offered hereby.

this prospectus. You should rely only on the information contained in or incorporated by reference intoin this prospectus, and any applicable prospectus supplement along with the information contained inor any related free writing prospectuses that we have authorized for use in connection with a specific offering.prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurances as to the reliability of, any information not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. 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. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. The information appearingcontained in this prospectus, the applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document (unlesswell as the information specifically indicates that another date applies),filed previously with the SEC and any information that we have incorporated by reference in this prospectus, is accurate only as of the date of the document incorporated by reference,containing the information, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.our common stock. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless otherwise indicated, all information contained or incorporated by reference in this prospectus concerning market data or our industry in general or any portion thereof, including information regarding our general expectations and market opportunity, is based on management’s estimates using internal data, data from industry related publications, consumer research and marketing studies and other externally obtained data.

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 “Where You Can Find More Information.”

Unless otherwise stated or the context requires otherwise, references in this prospectus to “Adamis,” the “company,”“company” or the “Company,” “we,” “us,” or “our” refer to Adamis Pharmaceuticals Corporation and our subsidiaries, taken together. The Adamis Pharmaceuticals logo

This prospectus and otherthe information incorporated herein by reference include trademarks, or service marks of Adamis Pharmaceuticals Corporation appearing inand trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, are the property of Adamis Pharmaceuticals Corporation. All other brand namesany applicable prospectus supplement or trademarks appearing in thisany related free writing prospectus, are the property of their respective owners.

PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed 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. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.ABOUT THE COMPANY

Company Overview

We are a specialty biopharmaceutical company focused on developing and commercializing products including in thevarious therapeutic areas, ofincluding allergy, opioid overdose, respiratory disease and allergy.inflammatory disease. Our current products and product candidates in development in the allergy, respiratory, and respiratoryopioid overdose markets include Symjepi™include: SYMJEPI™ (epinephrine) Injection 0.3mg, which was approved by the U.S. Food and Drug Administration, or FDA, in 2017 for use in the emergency treatment of acute allergic reactions, including anaphylaxis; Symjepi™anaphylaxis, for patients weighing 66 pounds or more; SYMJEPI (epinephrine) Injection 0.15mg which is intendedwas approved by the FDA in September 2018, for use in the treatment of anaphylaxis for patients weighing 33-65 pounds and for which the company submitted a supplemental new drug application, or sNDA, to the FDA in November 2017;pounds; a naloxone injection product candidate, (APC-6000) utilizingZIMHI™, based on the approved Symject™ injection device used for our epinephrine product,and intended for the treatment of opioid overdose for which the company submitted an investigational new drug application,a New Drug Application, or IND,NDA, in December 2018 and with respect to which we received a Complete Response Letter, or CRL, from the FDA in November 2019 and responded to the CRL and resubmitted its NDA to the FDA in December 2017;May 2020; a beclomethasone hydrofluoroalkane, or HFA,Beclomethasone metered dose inhaler product candidate (APC-1000) intended for the treatment of asthma for which the company submitted an Investigational New Drug application, or IND, to the FDA in January 2018;2018 and initiated the start-up phase of Phase 3 studies which have been suspended; and a fluticasone (APC-4000) dry powder inhaler, or DPI, product candidate for the treatment of asthma. We may also develop other product candidates addressing other indications or markets.In June 2020, we entered into a license agreement with a third party to license rights under patents, patent applications and related know-how relating to Tempol, an investigational drug. The exclusive license includes the worldwide use under the licensed patent rights and related rights for the fields of COVID-19 infection, asthma, respiratory syncytial virus infection, and influenza infection, as well as the use of Tempol as a therapeutic for reducing radiation-induced dermatitis in patients undergoing treatment for cancer. Our goal is to create low cost therapeutic alternatives to existing treatments. Consistent across all specialty pharmaceuticals product lines, we intend to submit New Drug Applications, or NDAs under Section 505(b)(2), of the U.S. Food, Drug & Cosmetic Act, as amended, or FDCA, or Section 505(j) Abbreviated New Drug Applications, or ANDAs, to the FDA, whenever possible, in order to potentially reduce the time to market and to save on costs, compared to those associated with Section 505(b)(1) NDAs for new drug products.

Our U.S. Compounding, Inc., subsidiary, or USC, which we acquired in April 2016 and which is registered as a drug compounding outsourcing facility under Section 503B of the U.S. Food, Drug & Cosmetic Act, as amended, or FDCA and the U.S. Drug Quality and Security Act, or DQSA, provides prescription compounded medications, including compounded sterile preparations and nonsterile compounds, to patients, physician clinics, hospitals, surgery centers and other clients throughout most of the United States. USC’s product offerings broadly include, among others, corticosteroids, hormone replacement therapies, hospital outsourcing products, injectables, urological preparations, ophthalmic preparations, topical compounds for pain, and men’s and women’s health products.injectables. USC’s compounded formulations in many circumstances are offered as alternatives to drugs approved by the FDA. USC also provides certain veterinary pharmaceutical products for animals.

To achieve our goals and support our overall strategy, we willmay need to raise a substantial amount of funding and make significant investments in, among other things, new product development and working capital.

For a more detailed description of our business, financial condition, results of operations and other important information, we refer you to our filings with the Securities and Exchange Commission that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2017, as amended, and filings that we subsequently make with the SEC. For instructions on how to find copies of these documents, see “Where You Can Find More Information.”

Corporate Background

Company Information

We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 11682 El Camino Real, Suite 300, San Diego, CA 92130, and our telephone number is (858) 997-2400. Our website address is: www.adamispharmaceuticals.com.www.adamispharmaceuticals.com. We have included our website address as a factual reference and do not intend it to be an active link to our website. The information that can be accessed through our website is not part of this prospectus, or any prospectus supplement, and investors should not rely on any such information in deciding whether to purchase our securities.common stock.

Risks Associated with Our Business

Our business is subjectRISK FACTORS

Investing in our common stock involves a high degree of risk. Before deciding whether to numerousinvest in our securities, you should consider carefully the risks asand uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplementour most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q, as well as any free writing prospectuses that we have authorized for useamendments thereto reflected in connectionsubsequent filings with a specific offering, and under similar headings in the documents thatSEC, which are incorporated by reference into this prospectus.

The Securities We May Offer

We may offer and sell from time to time,prospectus in one or more offerings, shares of our common stock or preferred stock, warrants to purchase any of such securities, and/or units consisting of any of the foregoing securities, either individually ortheir entirety, together with other information in combination, up to a total dollar amount of $150,000,000, from time to time under this prospectus, together with the applicable prospectus supplementdocuments incorporated by reference and any related free writing prospectus, at prices and on terms to be determined at the time of sale and by market conditions at the time of any offering. We may issue securities that are exchangeable for or convertible into common stock or any of the other securities that may be sold under this prospectus. We may also offer common stock, preferred stock, or units consisting of any of the foregoing securities, upon the exercise of warrants. This prospectus provides you with a general description of the securities we may offer. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, offered by that prospectus supplement, including, to the extent applicable:

The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also supplement or, as applicable, add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

The terms of any particular offering, the initial offering price and the net proceeds to us will be contained in the prospectus supplement, information incorporated by reference or free writing prospectus relating to such offering. This prospectus may not be used to consummate a sale of securities, unless it is accompanied by a prospectus supplement.

We may issue securities in book-entry form through one or more depositaries, such as The Depository Trust Company, named in the applicable prospectus supplement. If any securities are to be listed or quoted on a securities exchange or quotation system, the applicable prospectus supplement will say so.

We may sell the securities directly to investors or to or through agents, underwriters, agents or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement:

Common Stock. We may issue shares of our common stock from time to time. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors, or the Board, out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future. In this prospectus, we have summarized certain general features of the common stock under “Description of Capital Stock—Common Stock.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to any common stock being offered.

Preferred Stock. We may issue shares of our preferred stock from time to time, in one or more series. Our board of directors will determine the designations, voting powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will be convertible into our common stock or exchangeable for other securities. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates.

If we sell any series of preferred stock under this prospectus, we will fix the designations, voting powers, preferences and rights of such series of preferred stock, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that contains the terms of the series of preferred stock we are offering. In this prospectus, we have summarized certain general features of the preferred stock under “Description of Capital Stock—Preferred Stock.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.

Warrants. We may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently or in combination with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities. In this prospectus, we have summarized certain general features of the warrants under “Description of Warrants.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as any warrant agreements and warrant certificates that contain the terms of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and the warrant agreement, if any, including a form of warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants.

Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series of warrants being offered.

Units. We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Units will be issued so that the holder of the unit is also the holder of each security included in the unit. The agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

In this prospectus, we have summarized certain general features of the units under “Description of Units.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the particular series of units being offered, as well as any unit agreements and unit certificates that contain the terms of the units. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit certificate and the unit agreement, if any and as applicable, that contain the terms of the particular series of units we are offering, and any supplemental agreements, before the issuance of such units.

Use of Proceeds

Except as otherwise provided in any applicable prospectus supplement or in any free writing prospectuses that we have authorized for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a specific offering, we currently intendreliable indicator of future performance, and historical trends should not be used to useanticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the net proceeds from the saletrading price of the securities offered by us hereunder, if any, and from the exercise of any warrants issued pursuant hereto, if any, for working capital and general corporate purposes, which may include, without limitation, working capital, capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, the repayment, refinancing, redemption or repurchase of existing or future indebtedness, obligations or capital stock, funding expenditures relating to launch, manufacture or sale of products, and acquisition of or investment in complementary or strategic products, technologies or business. See “Use of Proceeds” in this prospectus.

Nasdaq Capital Market Listing

Ourour common stock is currently listed onto decline, resulting in a loss of all or part of your investment. Please also read carefully the Nasdaq Capital Market under the symbol “ADMP.section below entitled “Forward-Looking Statements.” The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered by the applicable prospectus supplement.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and any prospectus supplement that we may file, contains forward-looking statements. In some cases, you can identify forward-looking statements within the meaning of the federal securities laws. For this purpose, any statements contained in this prospectus, except for historical information, may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, wordsby terminology, such as “expects,” “anticipates,” “intends,” “projects,” “estimates,” “assumes,” “plans,” “believes,” “seeks,” “may,” “should,”“should”, “could” or the negative of such terms or other similar expressions, are intended to identify such forward-looking statements. Theseexpressions. Forward-looking statements include but are not limited to statements underappear in a number of places throughout this prospectus, the captions “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sectionsdocuments incorporated by reference from our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, as well as our other filingsany free writing prospectus that we have authorized for use in connection with the SEC.

this offering. Such statements may include, without limitation, statements relating to: our expectations concerning regulatory approvals for our products; our expectations for growth; estimates of future revenue; our strategies and objectives; our sources and uses of cash; our liquidity needs; our ability to obtain sufficient funding to support our planned activities; our current or planned clinical trials or research and development activities; product development timelines; our future products; regulatory matters; anticipated dates for commencement of clinical trials; anticipated completion dates of clinical trials; anticipated dates for meetings with regulatory authorities and submissions to obtain required regulatory marketing approvals; anticipated dates for commercial introduction of products; potential receipt of milestone payments and other payments under our collaboration agreements; the potential outcome of any litigation or other proceedings; anticipated expenses and expense levels; guidance regarding revenues, expenses, profits, cash flow, balance sheet items; guidance regarding results initems, or other financial items for future periods; and other statements concerning our future financial condition, business strategy, operations, activities, and activities. Suchobjectives of management for future operations. Forward-looking statements include all statements that are not historical facts, butfacts. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or expectations for the future.

These forward-looking statements are based on our current expectations estimates and beliefsprojections about our business, industryfuture events, and future events. Theythey are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. Whether these future events will occur, and whether we will achieve our business objectives, are subject to numerous risks. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with SEC, as well as in our other reports filed from time to time with the SEC that are incorporated by reference into this prospectus. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. You should read these factors and the other cautionary statements made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus. Any forward-looking statements are qualified in their entirety by reference to such factors and cautionary statements discussed throughout this prospectus or incorporated by reference herein. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

You should read this prospectus and any accompanying prospectus supplement and the documents that we reference herein and therein and have filed as exhibits to the registration statement of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to elsewhere in the prospectus could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. In addition, many forward-looking statements concerning our anticipated future business activities assume that we are able to obtain sufficient funding in the near term and thereafter to support such activities and continue our operations and planned activities, which may not be the case. Further, any forward-looking statement speaksThe information contained in this prospectus, as well as the information filed previously with the SEC and incorporated by reference in this prospectus, is accurate only as of the date on which it is made, and exceptof the document containing the information, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sale of our common stock. Except as may be required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statement to reflectstatements, whether as a result of new information, future events or circumstances after the date on which the statement is madeotherwise, or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.

RISK FACTORS

Any investment in our common stock or other securities involves a high degree of risk. Investors should carefully consider the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed in the documents incorporated or deemed to be incorporated by reference herein, including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K and in subsequent filings that are incorporated herein by reference, together with the other information contained in this prospectus, before deciding whether to purchase the securities offered hereby. Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks if any of them actually occur. The risks and uncertainties described in these documents are not the only ones we face. Additional risks not currently known to us or other factors not perceived by us to present significant risks to our business at this time also could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities. This prospectus also contains 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 described elsewhere in this prospectus and in the documents incorporated or deemed to be incorporated by reference herein. For more information, see the section entitled “Where You Can Find More Information.”

USE OF PROCEEDS

Except as otherwiseThe selling stockholders will receive all of the net proceeds from sales of the common stock sold pursuant to this prospectus. However, upon any exercise of the Warrants for cash, the selling stockholders would pay us the per share exercise price provided for in the applicable prospectus supplement or inWarrants, subject to any free writing prospectuses, weadjustment pursuant to the terms of the Warrants. We currently intend to use the netcash proceeds from the sale of the securities offered by this prospectusany Warrant exercise for working capital and from the exercise of any warrants issued pursuant hereto, for general corporate purposes, which may include, without limitation, working capital,expenditures relating to research, development and clinical trials relating to our products and product candidates, manufacturing, capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures,hiring additional personnel, acquisitions of new technologies or products, the payment, repayment, refinancing, redemption or repurchase of existing or future indebtedness, obligations or capital stock, funding expenditures relatingand working capital. We may also use the proceeds to launch, manufactureacquire or sale of products, and acquisition of or investmentinvest in complementary or strategic products, services, technologies or businesses. Further, from timeother assets, although we have no present agreements or understandings with respect to time, we may evaluate acquisition opportunities and engage in related discussions with other companies.

The intended application of proceeds from the sale of any particular offering of securities usingacquisitions or investments at this prospectus will be described in the accompanying prospectus supplement relating to such offering.time. The precise amount and timing of our actual use of proceeds may vary significantly depending upon numerous factors, including the applicationactual amount of these proceeds will depend upon a number of factors, such as funding requirements, timing and progress of research, development and commercialization efforts,we receive and the availability and coststiming of other funds. We may temporarily invest the net proceeds in investment-grade, interest-bearing securities until they are used for their stated purpose. We have not determined the amount of net proceeds to be used specifically forwhen we receive such purposes.proceeds. As a result, our management will retainhave broad discretion over the use ofto allocate any net proceeds from any exercise of the saleWarrants. In addition, under certain circumstances the Warrants are exercisable on a cashless basis by net exercise. If any of securities offered hereby.  the Warrants are exercised on a cashless basis, we would not receive any cash payment from the applicable selling stockholder upon any such cashless exercise of a Warrant. We cannot assure you that any Warrant will be exercised or that such exercises will be cash exercises rather than net cashless exercises.

DESCRIPTION OF CAPITAL STOCKSELLING STOCKHOLDERS

Private Placement

General

The following descriptionOn February 21, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the selling stockholders named in the prospectus (the “Purchasers”) pursuant to which we issued to the Purchasers, in a registered direct offering, 11,600,000 shares (the “Shares”) of common stock, and preferredin a concurrent private placement also issued warrants (the “Warrants”) to purchase 8,700,000 shares of common stock together(the “Warrant Shares”) with an exercise price of $0.70 per share. The negotiated combined purchase price for one Share and 0.75 Warrant was $0.58. We received aggregate gross proceeds in the offering of approximately $6,700,000, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 previously filed with and declared effective by the SEC, as supplemented by a prospectus supplement. The Warrants are exercisable commencing September 3, 2020, and will expire September 3, 2025. The Purchase Agreement contains customary representations, warranties and agreements by us.

Pursuant to the Purchase Agreement, we agreed to file a registration statement with the additional informationSEC to register the resale of the shares issuable upon exercise of the Warrants, and to use commercially reasonable efforts to cause such registration statement to become effective as soon as reasonably possible after filing and to keep the registration statement effective until no Purchaser owns any Warrants or Warrant Shares. Under the transaction documents, we includeagreed to indemnify and hold harmless each Purchaser and certain related persons and entities against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs, that any such indemnified party may incur as a result of or relating to (i) any breach of any representation, warranty, covenant or agreement made by us in any applicableof the transaction documents, or (ii) with certain exceptions, any action instituted against such indemnified party arising out of or resulting from any of the transactions contemplated by the transaction documents, or (c) in connection with any registration statement of the Company providing for the resale by Purchasers of the Warrant Shares.

Under the terms of the Warrants, a holder does not have the right to exercise any portion of the Warrant held by the holder, to the extent that, after giving effect to the exercise of the Warrant, such holder and any affiliate of the holder would beneficially own in excess of 4.99% of the total number of outstanding shares of common stock after giving effect to the issuance of shares upon exercise of the Warrant (the “Beneficial Ownership Limitation”). Each selling stockholder also holds other warrants to purchase shares of common stock of the Company that also include the Beneficial Ownership Limitation. A holder may, with 61 days prior notice to the Company, elect to increase or decrease the Beneficial Ownership Limitation; provided, however, that in no event may the Beneficial Ownership Limitation be greater than 9.99%.

The Warrants are exercisable by means of cash. If at any time after the date that the Warrants first became exercisable there is no effective registration statement registering, or no current prospectus supplementsavailable for the resale of, all of the Warrant Shares held by the holder, then a holder may also exercise a Warrant at the holder’s election, in whole or related free writing prospectuses, summarizesin part, at such time by means of a net exercise of the Warrant on a cashless basis. The Warrants provide for proportional adjustment of the number and kind of securities purchasable upon exercise of the Warrants and the per share exercise price upon the occurrence of certain events such as stock splits, combinations, reverse stock splits and similar events.

The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which have been filed as Exhibits to our filings with the SEC incorporated by reference into this prospectus, and are incorporated herein by reference.

Selling Stockholder Table

We are registering the resale of 8,700,000 shares of common stock which are issuable upon the exercise of Warrants held by the selling stockholders identified below to permit each of them, or their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus if required or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of these shares in the manner contemplated under the section entitled “Plan of Distribution” in this prospectus (as may be supplemented and amended).

The table below lists the selling stockholders and other information regarding the beneficial ownership of common stock by each of the selling stockholders, based on 93,657,628 shares of common stock outstanding as of September 30, 2020. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, including based on its beneficial ownership of the Warrant Shares, other shares of our common stock, and other shares of common stock issuable upon the exercise of other warrants, beneficially owned by the selling stockholder as of the date of this prospectus, assuming exercise of Warrants on that date held by the selling stockholder and other warrants held by the selling stockholder, but in each case subject to and giving effect to the Beneficial Ownership Limitation with respect to the Warrants and other warrants held by the selling stockholder. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders, without regard to the Beneficial Ownership Limitation or any maximum percentage ownership limitations or other limitations on exercises of the Warrants. The fourth column lists the number of shares of common stock anticipated to be beneficially owned by the selling stockholders following the offering, assuming the sale of all of the securities offered by the selling stockholders pursuant to this prospectus, and giving effect to the Beneficial Ownership Limitation with respect to the Warrants and other warrants held by the selling stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC. Beneficial ownership includes any common stock as to which a stockholder has sole or shared voting power or investment power, and also any common stock which the stockholder has the right to acquire within 60 days, including upon exercise of the Warrants or other warrants held by the stockholder, subject to the Beneficial Ownership Limitation.

When we refer to “selling stockholders” in this prospectus, we mean those persons listed in the table below, as well as their transferees, pledgees or donees or their successors. The selling stockholders may sell some, all or none of their shares. We do not know if the selling stockholders will exercise the Warrants to acquire Warrant Shares or how long the selling stockholders will hold such shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any of the shares. As a result, we cannot estimate the number of shares of common stock each of the selling stockholders will beneficially own after termination of sales under this prospectus. In addition, each of the selling stockholders may have sold, transferred or otherwise disposed of all or a portion of its shares of common stock since the date on which it provided information for this table.

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