As filedFiled with the U.S. Securities and Exchange Commission on July 2, 2021August 5, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORMForm S-3

REGISTRATION STATEMENT

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

ENVERIC BIOSCIENCES, INC.Enveric Biosciences, Inc.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

Enveric Biosciences, Inc.

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

239-302-1707(239) 302-1707

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

David JohnsonJoseph Tucker

Chief Executive Officer

Enveric Biosciences, Inc.

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

239-302-1707(239) 302-1707

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

)

Copies to:

Copies of all communications, including communications sent to agent for service, should be sent to:

Rick A. Werner, Esq.

Jayun Koo, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Tel. (212) 659-7300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.registration statement.

If the only securities being registered on this Formform 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, check the following box: [X]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” and “emerging growth company” in Rule 12b-212b–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 Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until thisthe registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeThe selling stockholders named in this prospectus 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 we areit is not soliciting an offer to buy these securities in any jurisdictionstate where the offer or sale is not permitted.

Subject to Completion, dated July 2, 2021 August 5, 2022

ProspectusPROSPECTUS

$200,000,000

Common Stock

Preferred Stock

Warrants

UnitsEnveric Biosciences Inc.

We may offer and sell1,695,000 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 1,695,000 shares of our common stock, par value $0.01 per share. These 1,695,000 shares of common stock consist of:

The PIPE Common Shares, the Pre-Funded Warrants, the RD PIOs, the PIPE PIOs and the Wainwright Warrants were issued in one or more series or issuances and on terms that we will determine atreliance upon the timeexemption from the registration requirements in Section 4(a)(2) of the offering, any combinationSecurities Act and Regulation D promulgated thereunder. Each purchaser represented that it was an “accredited investor” (as defined by Rule 501 under the Securities Act). We are registering the offer and resale of the securities describedPIPE Common Shares, Pre-Funded Warrant Shares, RD PIO Shares, PIPE PIO Shares and the Wainwright Warrant Shares.

Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of such shares of common stock. The selling stockholders named in this prospectus, upor their donees, pledgees, transferees or other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions at prevailing market prices, at prices related to an aggregate amountprevailing market prices or at privately negotiated prices. For additional information on the possible methods of $200.0 million.sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution.”

We will provide specific termsnot receive any of the proceeds from the sale of common stock by the selling stockholders. However, we have received and will receive proceeds from the exercise of the Pre-Funded Warrants, the RD PIOs, the PIPE PIOs and the Wainwright Warrants if such securities are exercised for cash. We intend to use those proceeds, if any, offering in a supplementfor general corporate purposes.

Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholders prior to any resale of such shares pursuant to this prospectus. Any prospectus supplement may also add, update,

No underwriter or change information containedother person has been engaged to facilitate the sale of the common stock in this prospectus. You should carefully readoffering. We will bear all costs, expenses and fees in connection with the registration of the common stock. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of our common stock.

Effective as of 4:05 pm Eastern Time on July 14, 2022, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock, at a ratio of one share for fifty shares (the “Reverse Stock Split”). All share and per share prices in this prospectus have been adjusted to reflect the Reverse Stock Split. However, common stock share and the applicable prospectus supplement as well asper share amounts in certain of the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any ofherein have not been adjusted to give effect to the securities offered hereby.

These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. See “Plan of Distribution.”Reverse Stock Split.

Our common stock is listedtraded on The Nasdaq Capital Market under the symbol “ENVB.” On July 1, 2021,August 4, 2022, the last reportedclosing sale price of our common stock was $2.30 per share as reported on The Nasdaq Capital Market. We recommend that you obtain current market quotations forMarket was $8.62 per share.

Investment in our common stock priorinvolves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filed from time to making an investment decision. We will provide informationtime with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus supplement.

As of June 30, 2021, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $51.0 million, which was calculated based on 21,432,415 shares of our outstanding common stock held by non-affiliates and a price of $2.38 per share, the last reported sale price for our common stock on June 30, 2021. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.

You should carefully read this prospectus anyand the accompanying prospectus supplement, relating to any specific offering of securities, and all information incorporatedtogether with the documents we incorporate by reference, herein and therein.

Investingbefore you invest in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 6 and in the documents incorporated by reference in this prospectus.common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 20212022.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of athe registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf process, weSecurities and Exchange Commission (the “SEC”) pursuant to which the selling stockholders named herein may, from time to time, offer and sell any combinationor otherwise dispose of the securities describedshares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus in one or more offerings up to a total amount of $200.0 million.prospectus.

This prospectus provides you with a general description ofand the documents incorporated by reference into this prospectus include important information about us, the securities we may offer. Each time we sell securities, we will provide a prospectus supplementbeing offered and other information you should know before investing in our securities. You should not assume that will contain specificthe information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in the prospectus and, accordingly, to the extent inconsistent, information in this prospectus is supersededaccurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the prospectus supplement.

The prospectus supplementdocuments to be attached to the frontwhich we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the other specific terms related to the offering of the securities.prospectus.

You should rely only rely on this prospectus and the information containedincorporated or deemed to be incorporated by reference in this prospectusprospectus. We have not, and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has beenthe selling stockholders have not, authorized anyone to give any information or to make any representations in connection with this offeringrepresentation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations mustdoes not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or athe solicitation of an offer to buy offered securities in any jurisdiction in whichto any person to whom it is unlawful for such person to make such an offeringoffer or solicitation. This prospectus does not contain all of the information includedsolicitation in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits.such jurisdiction.

You should readWe further note that the entire prospectusrepresentations, warranties and covenants made by us in any prospectus supplement andagreement that is filed as an exhibit to any related issuer free writing prospectus, as well as the documentsdocument that is incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus any prospectus supplementwere made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or any document incorporated by reference iscovenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTSour affairs.

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, or the negative of these terms, or similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus, and in particular those factors referenced in the section entitled “Risk Factors.”

This prospectus contains forward-looking statements that are based on our management’s belief and assumptions and onUnless otherwise indicated, information currently available to our management. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Numerous factors could cause our actual results to differ materially from those described in forward-looking statements, including, among other things:

We have included important factors in the cautionary statements included in this prospectus and the documents we incorporate by reference herein and therein, particularly in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. No forward-looking statement is a guarantee of future performance.

You should read this prospectus, the applicable prospectus supplement, any related free-writing prospectus, and the documents incorporated by reference herein and therein completely and with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. The forward-looking statements contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 4 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

RISK FACTORS

Investing in our securities involves a high degree of risk. In addition to the other information contained in this prospectus and in the documents we incorporate by reference, you should carefully consider the specific factorsrisks discussed below and under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as well as any amendment or any updatesupdate to our risk factors reflected in subsequent filings with the SEC, before making a decision about investing in our Quarterly Reports on Form 10-Q, together with all other information appearing in or incorporated by reference into this prospectus or the applicable prospectus supplement, before deciding whether to purchase any securities being offered.securities. The risks and uncertainties discussed below and in the foregoingdocuments incorporated by reference are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks occur, our business, business prospects, financial condition orand operating results of operations could be seriously harmed. This could causeharmed, the trading price of our common stock tocould decline resulting in a loss ofand you could lose part or all or part of your investment. Please also read carefully the section above entitled “Cautionary Statement Regarding Forward-Looking Statements.”

USE OF PROCEEDS

We cannot assure you that we will receive any proceeds in connection with securities whichRisks Related to This Offering and our Common Stock

You may be offered pursuant to this prospectus. Unless otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities under this prospectus for our operations and for other general corporate purposes, including, but not limited to, general working capital and possibleexperience future acquisitions. We have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. Asdilution as a result of future equity offerings and other issuances of our management will have broad discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as described above, we may initially invest the net proceeds in investment-grade, interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government, hold as cash or apply them to the reduction of short-term indebtedness.

DESCRIPTION OF CAPITAL STOCKsecurities.

The following description sets forth certain material terms and provisions of our securities thatIn order to raise additional capital, we may offer under this prospectus, but is not complete. This description also summarizes relevant provisions of Delaware law. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our amended and restated certificate of incorporation, as amended, and our amended and restated bylaws, as amended, copies of which are incorporated by reference as an exhibit to our Annual Report on Form 10-K. In addition, you should be aware that the summary below does not give full effect to the terms of the provisions of statutory or common law, and we encourage you to read our amended and restated certificate of incorporation, as amended, our amended and restated bylaws, as amended, and the applicable provisions of Delaware law for additional information. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of preferred stock in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any preferred stock wefuture offer under that prospectus supplement may differ from the terms we describe below.

Enveric has authorized 120,000,000 shares of capital stock, par value $0.01 per share, of which 100,000,000 areadditional shares of common stock and 20,000,000 are shares of “blank check” preferred stock. As of June 30, 2021, there were 21,432,415 shares of Envericor other securities convertible into or exchangeable for our common stock issuedprices that may not be the same as the price per share paid by the investors in this offering. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by the investors in this offering, and outstanding and noinvestors purchasing shares of preferred stock issued and outstanding.or other securities in the future could have rights superior to existing stockholders. The authorized and unissuedprice per share at which we sell additional shares of common stock or securities convertible into shares of common stock in future transactions may be higher or lower than the price per share paid to the selling stockholders. Our stockholders will incur dilution upon exercise of any outstanding stock options, warrants or other convertible securities or upon the issuance of shares of common stock under our stock incentive programs.

We expect to require additional capital in the future in order to develop our product candidates, which are in early stages of development. If we do not obtain any such additional financing, it may be difficult to effectively realize our long-term strategic goals and objectives.

Our current cash resources will not be sufficient to fund the development of our product candidates through all of the required clinical trials to receive regulatory approval and commercialization. If we cannot secure this additional funding when such funds are required, we may fail to develop our product candidates or be forced to forego certain strategic opportunities.

Any additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders’ ownership percentages and could also result in a decrease in the market value of our equity securities.

The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the authorized and undesignated sharesissuance of preferred stock are available for issuance withoutwarrants or other derivative securities, which may have a further action by our stockholders, unless such action is required by applicable law ordilutive effect on the rulesholders of any stock exchange on whichof our securities then outstanding.

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be listed. Unless approval ofrequired to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance and salefinancial condition.

The trading price of our common stock or preferred stock.

Common Stock

Holderscould be highly volatile, which could result in substantial losses for purchasers of our common stock are entitledin this offering. Securities class action or other litigation involving our company or members of our management team could also substantially harm our business, financial condition and results of operations.

Our stock price is volatile. The stock market in general and the market for pharmaceutical and biotechnology companies in particular have experienced extreme volatility that has often been unrelated to one votethe operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the public offering price and you may lose some or all of your investment. The market price for each share held on all matters submittedour common stock may be influenced by many factors, including:

In the past, securities class action litigation has often been brought against a votecompany following a decline in the market price of stockholdersits securities. This risk is especially relevant for pharmaceutical and biotechnology companies, which have no cumulative voting rights. Holdersexperienced significant stock price volatility in recent years

Substantial future sales or other issuances of our common stock are entitled to receive ratably dividends as may be declared by our board of directors out of funds legally availablecould depress the market for that purpose, subject to any preferential dividend or other rights of any then outstanding preferred stock. We have never paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future but intend to retain our capital resources for reinvestment in our business. Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock do not have preemptive or conversion rights or other subscription rights. Upon liquidation, dissolution or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Except as otherwise provided by law, our amended and restated certificate of incorporation, as amended, or our amended and restated bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. In addition, except as otherwise provided by law, our amended and restated certificate of incorporation, as amended, or our amended and restated bylaws, directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Preferred Stock

Our boardSales of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have sucha substantial number of shares designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Issuance of preferred stock by our board of directors may result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of our common stock and could diluteany future sales of a substantial number of shares of common stock in the voting rightspublic market, including the issuance of shares or any shares issuable upon exercise of the holdersPre-Funded Warrants, the RD PIOs, the PIPE PIOs and the Wainwright Warrants, or the perception by the market that those sales could occur, could cause the market price of our common stock to decline or could make it more difficult for us to raise funds through the sale of equity and equity-related securities in the future at a time and price that our management deems acceptable, or at all. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or common stock, which could also depress the market for our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares for sale will have on the market price of our common stock.

PriorOur stock price may be subject to substantial volatility, and stockholders may lose all or a substantial part of their investment.

Our common stock currently trades on The Nasdaq Capital Market. There is limited public float, and trading volume historically has been low and sporadic. As a result, the market price for our common stock may not necessarily be a reliable indicator of our fair market value. The price at which our common stock trades may fluctuate as a result of a number of factors, including the number of shares available for sale in the market, quarterly variations in our operating results, actual or anticipated announcements of new releases by us or competitors, the gain or loss of significant customers, changes in the estimates of our operating performance, market conditions in our industry and the economy as a whole.

We may not meet the continued listing requirements of The Nasdaq Capital Market, which could result in a delisting of our common stock.

Our common stock listed on The Nasdaq Capital Market. We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common stock on The Nasdaq Capital Market. For instance, on February 18, 2022, we received a letter from the Listing Qualifications Department of Nasdaq Stock Market (the “Staff”) indicating that, based upon the closing bid price of our common stock for the 30 consecutive business day period between January 5, 2022, through February 17, 2022, we did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). On July 29, 2022, we received a letter from the Staff stating that for the last 10 consecutive business days, from July 15 to July 28, 2022, the closing bid price of our common stock had been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2).

In the event that we fail to satisfy any of the listing requirements of The Nasdaq Capital Market, our common stock may be delisted. If we are unable to list on The Nasdaq Capital Market, it would likely be more difficult to trade in or obtain accurate quotations as to the issuancemarket price of shares of each series of preferredour common stock. If our common stock is delisted from trading on The Nasdaq Capital Market, and we are not able to list our common stock on another exchange or to have it quoted on The Nasdaq Capital Market, our securities could be quoted on the board of directors is required byOTC Bulletin Board or on the Delaware General Corporation Law (the “DGCL”) and our amended and restated certificate of incorporation, as amended, to adopt resolutions and file“pink sheets.” As a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions,result, we could face significant adverse consequences including, but not limited to, some or all of the following:without limitation,

Once designated by our board of directors, each series of preferred stock may have specific financial and other terms that will be described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our amended and restated certificate of incorporation, as amended, and any certificates of designation that our board of directors may adopt.

All shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription rights, if any.

Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

Anti-Takeover Effects of Certain Provisions of Delaware Law, our Certificate of Incorporation and Bylaws

Delaware Law

We are subject to Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

Section 203 defines a business combination to include:

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person. The term “owner” is broadly defined to include any person that, individually, with or through that person’s affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock.

The restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject to Section 203 of the DGCL or, with certain exceptions, which do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders. Our amended and restated certificate of incorporation, as amended, and amended and restated bylaws do not opt out of Section 203.

Section 203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Certificate of Incorporation and Bylaws

Provisions of our amended and restated certificate of incorporation, as amended, and amended and restated bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation, as amended, and amended and restated bylaws:

Potential EffectsThe Reverse Stock Split may decrease the liquidity of Authorized but Unissued Stockthe shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the Reverse Stock Split given the reduced number of shares that are outstanding following the Reverse Stock Split. In addition, the Reverse Stock Split would have increased the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this prospectus contain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. All statements included or incorporated by reference in this prospectus, and in related comments by our management, other than statements of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.

These statements are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. Whether actual future results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus, any prospectus supplement and the documents incorporated by reference under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in those documents.

Consequently, all of the forward-looking statements made in this prospectus as well as all of the forward-looking statements incorporated by reference to our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are qualified by these cautionary statements and there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so by law.

USE OF PROCEEDS

All shares of our common stock offered by this prospectus are being registered for the accounts of the selling stockholders and we will not receive any proceeds from the sale of these shares. However, we have received and will receive proceeds from the exercise of the Pre-Funded Warrants, the RD PIOs, the PIPE PIOs and the Wainwright Warrants if such warrants are exercised for cash. We intend to use those proceeds, if any, for general working corporate purposes.

SELLING STOCKHOLDERS

Unless the context otherwise requires, as used in this prospectus, “selling stockholders” includes the selling stockholders listed below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholders as a gift, pledge or other non-sale related transfer.

We have prepared this prospectus to allow the selling stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 1,695,000 shares of our common stock, which are comprised of (i) 116,000 PIPE Common Shares, (ii) 509,000 Pre-Funded Warrant Shares (iii) 375,000 RD PIO Shares, (iv) 625,000 PIPE PIO Shares and (v) 70,000 Wainwright Warrant Shares.

July 2022 PIPE and July 2022 RD Offering

On July 22, 2022, we entered into the PIPE Purchase Agreement two institutional investors, for the purchase and sale of 116,000 PIPE Common Shares, Pre-Funded Warrants to purchase up to 509,000 shares of our common stock and PIPE PIOs to purchase up to 625,000 shares of our common stock in a private placement priced at a premium to market under Nasdaq rules (the “July 2022 PIPE”). The purchase price for one PIPE Common Share and one PIPE PIO to purchase one share of common stock was $8.00, and the purchase price for a Pre-Funded Warrant and one PIPE PIO to purchase one share of common stock was $7.9999. The PIPE PIOs have an exercise price of $7.78 per share, are immediately exercisable upon issuance, and will expire five and one-half years from the date of issuance. The Pre-Funded Warrants have an exercise price of $0.0001, were immediately exercisable upon issuance, and may be exercised at any time until all of Pre-Funded Warrants are exercised in full. The PIPE Common Shares, the Pre-Funded Warrants, and the PIPE PIOs were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. Following the closing of the July 2022 PIPE, one investor exercised Pre-Funded Warrants to purchase 9,000 shares of our common stock.

On July 22, 2022, we entered into the RD Purchase Agreement with an institutional investor that also participated in the July 2022 PIPE, for the purchase and sale of 116,500 shares of common stock, pre-funded warrants to purchase up to 258,500 shares of common stock, and preferredthe RD PIOs to purchase 375,000 shares of common stock available(the “July 2022 RD Offering”). The 116,500 shares of common stock, pre-funded warrants to purchase up to 258,500 shares of common stock and the shares of common stock underlying the pre-funded warrants to purchase 258,500 shares of common stock were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-257690) filed with the SEC on July 2, 2021 and declared effective by the SEC on July 9, 2021, and a prospectus supplement to the prospectus included in the shelf registration statement, dated July 22, 2022, filed with the SEC on July 26, 2022. The purchase price for futureone share of common stock and one RD PIO to purchase one share of common stock was $8.00, and the purchase price for a pre-funded warrant and one RD PIO to purchase one share of common stock was $7.9999. The RD PIOs have an exercise price of $7.78 per share, are immediately exercisable upon issuance, and will expire five and one-half years from the date of issuance. The RD PIOs were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

In connection with the July 2022 PIPE and July 2022 RD Offering, we entered into the Registration Rights Agreement with the purchasers under the Purchase Agreements, pursuant to which, among other things, we agreed to prepare and file with the SEC, by the 15^th calendar day following the date of the Registration Rights Agreement, a registration statement on Form S-3 to register for resale the PIPE Common Shares, the Pre-Funded Warrant Shares, the RD PIO Shares, and the PIPE PIO Shares. We have agreed to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event, no later than the 45th calendar day following the date of the Registration Rights Agreement, or in the event of a full review by the SEC, the 75^th calendar day following the date of the Registration Rights Agreement. In addition, we agreed that upon the registration statement being declared effective under the Securities Act, we will use our best efforts to maintain the effectiveness of the registration statement until the date that (i) the selling stockholders have sold all of the shares of common stock registrable under the Registration Rights Agreement or (ii) such shares may be resold by the selling stockholders pursuant to Rule 144 of the Securities Act, without stockholder approval. the requirement for us to be in compliance with the current public information required under such rule and without volume or manner-of-sale restriction.

Wainwright served as our exclusive placement agent in connection with the July 2022 PIPE and July 2022 RD Offering. Pursuant to our engagement letter with Wainwright, we paid Wainwright (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the July 2022 PIPE and July 2022 Registered Direct Offering, (ii) a management fee equal to 1.0% of the gross proceeds of the July 2022 PIPE and July 2022 Registered Direct Offering; (iii) a non-accountable expense allowance of $35,000; and (iv) $100,000 for legal expenses. In addition, we issued to Wainwright or its designees the Wainwright Warrants to purchase up to 70,000 shares of our common stock at an exercise price equal to $10.00 per share. The Wainwright Warrants have a term of five years from the date of the commencement of sales in the July 2022 PIPE and July 2022 RD Offering.

We may utilize these additionalare registering the resale by the selling stockholders of the PIPE Common Shares, the Pre-Funded Warrant Shares, the PIPE PIO Shares, the RD PIO Shares, and the Wainwright Warrant Shares in order to permit the selling stockholders to offer such shares for resale from time to time pursuant to this prospectus. The selling stockholders may also sell, transfer or otherwise dispose of all or a varietyportion of corporate purposes, including future public offeringstheir shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to raise additional capital,another effective registration statement covering those shares.

Relationships with the Selling Stockholders

Except as described below, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us.

Each of David Dinkin, Noam Rubinstein, Craig Schwabe, Michael Vasinkevich, and Charles Worthman, are associated persons of Wainwright, which served as our exclusive placement agent in connection with the July 2022 PIPE and July 2022 RD Offering, for which Wainwright received compensation.

Armistice Capital Master Fund Ltd. purchased securities in the July 2022 PIPE, July 2022 RD Offering, and our registered direct offering in February 2022 (the “February 2022 RD Offering”).

Intracoastal Capital, LLC purchased securities in the July 2022 PIPE and the February 2022 RD Offering.

Each of Armistice Capital Master Fund Ltd. and Intracoastal Capital, LLC entered into warrant amendment agreements (the “Warrant Amendments”) with us in connection with the July 2022 PIPE and July 2022 RD Offering to facilitate corporate acquisitions or payment asamend certain existing warrants to purchase up to an aggregate of 122,000 shares of common stock that were previously issued to them, with an exercise price of $27.50 per share and expiration date of February 15, 2027. Pursuant to the Warrant Amendments, the previously issued warrants were amended, effective upon the closing of July 2022 PIPE and July 2022 RD Offering, so that the amended warrants (the “February 2022 RD Warrants”) have a dividend onreduced exercise price of $7.78 per share and expire five and one-half years following the capital stock.closing of the July 2022 PIPE and July 2022 RD Offering.

Information About Selling Stockholders Offering

The existenceshares of unissuedcommon stock being offered by the selling stockholders are the PIPE Common Shares, Pre-Funded Warrant Shares, the PIPE PIO Shares, the RD PIO Shares and unreservedthe Wainwright Warrant Shares. For additional information regarding the issuances of the PIPE Common Shares, the Pre-Funded Warrants, the PIPE PIOs, the RD PIOs and the Wainwright Warrants, see “—July 2022 PIPE and July 2022 RD Offering” above. We are registering the resale by the selling stockholders of the PIPE Common Shares, the Pre-Funded Warrant Shares, the PIPE PIO Shares, the RD PIO Shares, and the Wainwright Warrant Shares in order to permit the selling stockholders to offer such shares for resale from time to time.

The table below lists the selling stockholders and other information regarding the ownership of the shares of common stock by each of the selling stockholders. All calculations in the table are based on 1,554,043 shares of common stock outstanding as of August 4, 2022. The second column lists the number of shares of common stock owned by each selling stockholder, based on its ownership of the shares of common stock and preferredsecurities convertible or exercisable into shares of common stock, may enable our boardas of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain controlAugust 5, 2022, assuming exercise of the CompanyPre-Funded Warrants, PIPE PIOs, RD PIOs, Wainwright Warrants, and February 2022 RD Warrants held by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of the Company’s management. In addition, our board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent permissible under the DGCL and subjectselling stockholders on that date, if applicable, without regard to any limitations set forthon conversions or exercises.

The third column lists the shares of common stock being offered pursuant to this prospectus by the selling stockholders.

This prospectus covers the resale of the sum of (i) the maximum number of PIPE Common Shares, (ii) the maximum number of Pre-Funded Warrant Shares, (iii) the maximum number of PIPE PIO Shares, (iv) the maximum number of RD PIO Shares and (v) the maximum number of Wainwright Warrant Shares. The table below assumes that the outstanding Pre-Funded Warrants, PIPE PIOs, RD PIOs and Wainwright Warrants were exercised in our amendedfull as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and restated certificateall subject to adjustment as provided in the Purchase Agreements, without regard to any limitations on the exercise of incorporation, as amended.the Pre-Funded Warrants, the PIPE PIOs, the RD PIOs and the Wainwright Warrants. The purposefourth column assumes the sale of authorizing our boardall of directorsthe shares offered by the selling stockholders pursuant to issue preferredthis prospectus.

Under the terms of the Pre-Funded Warrants, the PIPE PIOs, the RD PIOs, the Wainwright Warrants, and the February 2022 RD Warrants a selling stockholder may not exercise such warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock andwhich would exceed 4.99% (or 9.99% at the election of the holder prior to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuancedate of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third party from acquiring, a majorityissuance), of our then outstanding voting stock.common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon the exercise of such Pre-Funded Warrants, PIPE PIOs, RD PIOs, Wainwright Warrants and February 2022 RD Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”