Core Molding S3 Shelf registration

As filed with the Securities and Exchange Commission

on December 11, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF

1933

________________________________________

CORE MOLDING TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

________________________________________

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

31-1481870

(I.R.S. Employer

Identification Number)

800 Manor Park Drive

Columbus, Ohio 43228-0183

(614) 870-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

________________________________________

David L. Duvall

President and Chief Executive Officer

800 Manor Park Drive

Columbus, Ohio 43228-0183

(614) 870-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,

of Agent for Service)

________________________________________

With copy to:

Donald W. Hughes, Esq.

Aaron A. Seamon, Esq.

Squire Patton Boggs (US) LLP

41 South High Street, Suite 2000

Columbus, Ohio 43215

Telephone: (614) 365-2700

________________________________________

Approximate date of commencement of proposed sale

to the public:

From time to time after this registration statement

becomes effective, as

determined by market conditions and other factors.

If the only securities being registered on this

Form are being offered pursuant to dividend or interest

reinvestment plans, please check the following

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:

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-2

of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition

period for comply with any new or

revised financial accounting standards provided

pursuant to Section 7(a)(2)(B) of Securities Act.

CALCULATION OF

REGISTRATION

FEE

Title of each class of securities

Proposed maximum Amount

to be registered

offering price (1)(2)

registration fee

Common Stock (3)

Preferred Stock (3)

Debt Securities (3)

Warrants

Depositary Shares

Rights

Units

Total

$50,000,000 (3)

$6,490.00

(1) Not

applicable pursuant to Form S-3 General Instruction II.D. An indeterminate

aggregate initial offering

price or number of the securities of each identified class is being registered

as may from time to time be

issued at indeterminate prices, with an aggregate initial offering

price not to exceed $50,000,000. Separate

consideration may or may not be received for securities that are

issuable on exercise, conversion or

exchange of other securities or that are issued in units or represented by

depositary shares.

(2) There

are being registered hereunder such indeterminate number of shares

of common stock and preferred

stock, such indeterminate principal amount of debt securities, such indeterminate

number of warrants to

purchase common stock, preferred stock and/or debt securities, and

such indeterminate number of units and

rights as may be sold by the registrant from time to time, which together

shall have an aggregate initial

offering price not to exceed $50,000,000. If any debt securities

are issued at an original issue discount, then

the offering price of such debt securities shall be in such

greater principal amount at maturity as shall result

in an aggregate offering price not to exceed $50,000,000,

less the aggregate dollar amount of all securities

previously issued hereunder.

Any securities registered hereunder may be sold separately or

as units with the

other securities registered hereunder.

The proposed maximum offering price per unit will be

determined,

from time to time, by the registrant in connection with the issuance

by the registrant of the securities

registered hereunder.

(3) Subject

to footnote (2), there are also being registered hereunder an indeterminate

principal amount or

number of shares of debt securities, preferred stock or common stock

that may be issued upon conversion

of, or in exchange for, debt securities or preferred

stock registered hereunder or upon exercise of warrants

or rights registered hereunder, as the case may be.

The registrant

hereby amends

this registration

statement on

such date

or dates

may be

necessary to delay

its effective

date until

the registrant

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 or until

the registration

statement shall

become effective

on such

date as

the Commission,

acting pursuant to said Section 8(a), may determine.

PROSPECTUS

CORE MOLDING TECHNOLOGIES, INC.

Common Stock

Preferred Stock

Debt Securities

Warrants

Depositary Shares

Rights

Units

From time to time, we may offer up to $50,000,000

of any combination of the securities described in this prospectus,

either individually or in units. We

may also offer common stock or preferred

stock upon conversion of debt

securities, common stock upon conversion of preferred stock,

common stock, preferred stock or debt securities upon

the exercise of warrants, or common stock, preferred stock or

debt securities upon the exercise of rights to purchase

such securities. Such securities may be offered and sold

by us in one or more offerings with a total aggregate

principal amount or initial purchase price not to exceed $50,000,000.

This prospectus provides a general description of these securities.

We will provide specific

information and the

terms of the securities being offered in supplements to this

prospectus. The supplements may also add, update or

change information in this prospectus. Please read this prospectus and

any prospectus supplements carefully before

investing. This prospectus may not be used to sell securities unless accompanied

by a prospectus supplement.

Our common stock is traded on NYSE American LLC under the symbol

“CMT.” On December 10,

2020, the last

reported sale price for our common stock on NYSE American LLC

was $12.13 per share.

Our principal executive offices are located at 800

Manor Park Drive, Columbus, Ohio 43228-0183, and our

telephone number is (614) 870-5000.

We may offer

these securities directly to investors, through agents, underwriters

or dealers, on a continuous or

delayed basis. See “Plan of Distribution.” Each prospectus supplement

will provide the terms of the plan of

distribution relating to each series of securities.

Investing in our securities

involves risks that are described in our most recent

Annual Report on Form 10-K,

and any subsequent Quarterly Reports on Form 10-Q, which are

incorporated by reference into this

prospectus or any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state

securities commission has approved or disapproved

of these securities or passed upon the adequacy or accuracy of this

prospectus. Any representation to the contrary is

a criminal offense.

The date of this prospectus is December 11,

2020.

ABOUT THIS PROSPECTUS

................................................................

.... 1

RISK FACTORS

................................................................

......................... 1

WHERE YOU CAN FIND MORE INFORMATION

................................................................

................................ 1

INCORPORATION

BY REFERENCE ................................................................

......................................................

SPECIAL NOTE ABOUT FORWARD

-LOOKING STATE

MENTS ........................................................................ 2

CORE MOLDING TECHNOLOGIES, INC ................................................................................................

............... 3

THE SECURITIES WE MAY

OFFER ................................................................................................

....................... 3

USE OF PROCEEDS ................................................................

................................................................

.................. 4

DESCRIPTION OF CAPITAL STOCK ................................

................................................................

..................... 4

DESCRIPTION OF DEBT SECURITIES ................................

................................................................

.................. 5

DESCRIPTION OF WARRA

NTS ................................................................................................

............................ 13

DESCRIPTION OF DEPOSITARY

SHARES ................................................................

.........................................

DESCRIPTION OF RIGHTS

................................................................

.... 16

DESCRIPTION OF UNITS ................................

................................................................

......................................

PLAN OF DISTRIBUTION ................................................................................................

......................................

LEGAL MATTERS

................................................................

.................. 19

EXPERTS ................................................................................................

................................................................

.. 19

________________________________________

You

should rely

only on

the information

incorporated by

reference or

provided in

this prospectus,

any prospectus

supplement and

the registration

statement. We

have not

authorized anyone

else to

provide you

with different

information. If anyone provides

you with different or

inconsistent information, you should

not rely on it. We

are not

making an offer

to sell these securities

in any state where

the offer or

sale is not permitted.

You

should assume that

the information in this prospectus and any prospectus supplement, or incorporated by reference, is accurate only as of

the dates of those documents. Our

business, financial condition, results of operations and prospects

may have changed

since those dates.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed

with the Securities and Exchange Commission, or

SEC, using a “shelf” registration, or continuous offering,

process. Under this shelf registration process, we may,

from time to time, offer shares of our preferred stock,

either separately or represented by depositary shares, common

stock, warrants or rights to purchase any of such securities, either individually

or in units, and various series of debt

securities, in one or more offerings, up to a total dollar

amount of $50,000,000.

This prospectus provides you with a general description of the securities we

may offer. The

specific terms of any

securities to be offered will be described in a prospectus

supplement. Any prospectus supplement and any related

free writing prospectus that we may authorize to be provided

to you may also add, update or change information

contained in this prospectus. Any statement that we make in this prospectus

will be modified or superseded by any

inconsistent statement made by us in a prospectus supplement. The

registration statement we filed with the SEC

includes exhibits that provide more detail on descriptions of the matters

discussed in this prospectus. You

should

read this prospectus and the related exhibits filed with the SEC and any

prospectus supplement, together with

additional information described under the heading “Where You

Can Find More Information.”

Unless the context otherwise requires, references in this prospectus

and the accompanying prospectus supplement to

“we,” “us” and “our” refer to Core Molding Technologies,

Inc. and its subsidiaries.

RISK FACTORS

An investment in our securities involves a high degree of risk. Prior

to making a decision about investing in our

securities, you should carefully consider the specific risk factors

described in our Annual Report on Form 10-K for

the year ended December 31, 2019, our Quarterly Report on Form 10

-Q for the quarter ended September 30, 2020

and the risk factors discussed in the sections entitled “Risk Factors”

contained in any applicable prospectus

supplement and our filings with the SEC and incorporated by reference in

this prospectus, together with all of the

other information contained in this prospectus, or any applicable

prospectus supplement. If any of the risks or

uncertainties described in our SEC filings or any prospectus supplement or

any additional risks and uncertainties

actually occur, our business, financial condition and

results of operations could be materially and adversely affected.

In that case, the trading price of our securities could decline and you might

lose all or part of your investment.

WHERE YOU CAN FIND MORE INFORMATION

We are

a reporting company and file annual, quarterly and current reports,

proxy statements and other information

with the SEC. In addition, we have filed with the SEC a registration statement

on Form S-3, of which this prospectus

is a part, under the Securities Act of 1933, as amended (the “Securities

Act”), with respect to the securities offered

hereby. This prospectus does

not contain all of the information set forth in the registration statement

or the exhibits

which are a part of the registration statement. You

may read and copy the registration statement and any document

we file with the SEC at the public reference room maintained

by the SEC at 100 F Street, N.E., Washington,

D.C.

20549. You

may obtain information on the operation of the public reference room

by calling the SEC at 1-800-SEC-

0330. Our filings with the SEC are also available to the public

through the SEC’s Internet site

http://www.sec.gov.

INCORPORATION BY REFERENCE

The SEC permits us to “incorporate by reference” the information contained

in documents we file with the SEC,

which means that we can disclose important information to you by referring

you to those documents rather than by

including them in this prospectus. Information that is incorporated

by reference is considered to be part of this

prospectus and you should read it with the same care. Later information

that we file with the SEC will automatically

update and supersede the information that is either contained herein or

incorporated by reference herein, and will be

considered to be a part of this prospectus from the date such documents

are filed. We

have filed with the SEC, and

incorporate by reference in this prospectus:

●

our Annual Report on Form 10-K for the year ended December

31, 2019, filed with the SEC on

March 13, 2020;

●

our Quarterly Report on Form 10-Q for the quarter ended March

31, 2020, filed with the SEC on

May 11, 2020;

●

our Quarterly Report on Form 10-Q for the quarter ended June 30,

2020, filed with the SEC on

August 10, 2020;

●

our Quarterly Report on Form 10-Q for the quarter ended September

30, 2020, filed with the SEC on

November 9, 2020;

●

our Current Reports on Form 8-K, filed with the SEC on January

3, 2020; January 10, 2020; January

30, 2020; March 9, 2020; March 13, 2020; April 22, 2020;

June 2, 2020; June 15, 2020; June 30, 2020;

September 24, 2020; and November 2, 2020; and

●

the description of our capital stock contained in our Form S-4,

filed with the SEC on November 8,

1996.

We also incorporate

by reference all additional documents that we file with the SEC under

the terms of

Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), that

are made after the initial filing date of the registration statement of which

this prospectus is a part and before the

termination of any offering of securities offered

by this prospectus. Any statement contained in this prospectus or

a document incorporated in, or deemed to be incorporated

by reference to, this prospectus shall be deemed to be

modified or superseded, for purposes of this prospectus, to the extent

that a statement contained in this prospectus,

any accompanying prospectus supplement, or any other subsequently filed

document which also is incorporated in,

or is deemed to be incorporated by reference to this prospectus modifies

or supersedes such statement. Any such

statement so modified or superseded shall not be deemed, except

as so modified or superseded, to constitute a part of

this prospectus.

Upon your written or oral request of any or all of the documents

incorporated by reference but not delivered with

this prospectus, we will send to you the copies you requested

at no charge. However, we will

not send exhibits to

such documents, unless such exhibits are specifically incorporated

by reference in such documents. You

should

direct requests for such copies to the Corporate Secretary,

Core Molding Technologies,

Inc., 800 Manor Park Drive,

Columbus, Ohio 43228-0183. Our telephone number is (614)

870-5000.

SPECIAL NOTE ABOUT FORWARD

-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference may

contain “forward-looking statements”

within the meaning of Section 27A of the Securities Act and

Section 21E of the Exchange Act. As a general matter,

forward-looking statements are those focused upon future plans, objectives

or performance as opposed to historical

items and include statements of anticipated events or trends and

expectations and beliefs relating to matters not

historical in nature. Such forward-looking statements involve known

and unknown risks and are subject to

uncertainties and factors relating to Core Molding Technologies'

operations and business environment, all of which

are difficult to predict and many of which are beyond Core

Molding Technologies' control.

Words

such as “may,”

“will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,”

“continue,” “expect,” “intend,” “plans,”

“projects,” “believes,” “estimates,” “encouraged,” “confident”

and similar expressions are used to identify these

forward-looking statements. These uncertainties and factors could cause Core

Molding Technologies'

actual results

to differ materially from those matters expressed in or

implied by such forward-looking statements.

Except as

required by law, Core Molding

Technologies, Inc.

undertakes no obligation to update these forward looking

statements.

Core Molding Technologies

believes that the following factors, among others, could affect

its future performance

and cause actual results to differ materially from those expressed

or implied by forward-looking statements made in

this report: business conditions in the plastics, transportation, marine and

commercial product industries (including

changes in demand for truck production); federal and state regulations

(including engine emission regulations);

general economic, social, regulatory (including foreign trade

policy) and political environments in the countries in

which Core Molding Technologies

operates; the adverse impact of coronavirus (COVID-19) global pandemic on our

business, results of operations, financial position, liquidity or cash flow,

as well as impact on customers and supply

chains; safety and security conditions in Mexico and Canada;

dependence upon certain major customers as the

primary source of Core Molding Technologies’

sales revenues; efforts of Core Molding Technologies

to expand its

customer base; the ability to develop new and innovative products

and to diversify markets, materials and processes

and increase operational enhancements; the actions of competitors,

customers, and suppliers; failure of Core

Molding Technologies’

suppliers to perform their obligations; the availability of raw materials;

inflationary

pressures; new technologies; regulatory matters; labor relations; labor

availability; the loss or inability of Core

Molding Technologies to

attract and retain key personnel; the Company's ability to successfully

identify, evaluate

and manage potential acquisitions and to benefit from and properly integrate

any completed acquisitions; federal,

state and local environmental laws and regulations; the availability

of capital; the ability of Core Molding

Technologies to provide

on-time delivery to customers, which may require additional shipping

expenses to ensure

on-time delivery or otherwise result in late fees and other customer

charges; risk of cancellation or rescheduling of

orders; management’s decision to

pursue new products or businesses which involve additional costs,

risks or capital

expenditures; inadequate insurance coverage to protect against potential

hazards; equipment and machinery failure;

product liability and warranty claims; and other risks identified

from time to time in Core Molding Technologies’

other public documents on file with the Securities and Exchange Commission,

including those described under the

“Risk Factors” heading of any applicable prospectus supplement and

under similar headings in our periodic reports

filed with the SEC, which are incorporated by reference in this prospectus.

CORE MOLDING TECHNOLOGIES, INC.

Core Molding Technologies

and its subsidiaries operate in the composites market as one operating

segment as a

molder of thermoplastic and thermoset structural products. The

Company's operating segment consists of two

component reporting units, Core Traditional

and Horizon Plastics. The Company produces and sells molded

products for varied markets, including medium and heavy-duty trucks,

automobiles, marine, construction and other

commercial markets. The Company offers customers a wide

range of manufacturing processes to fit various

program volume and investment requirements. These processes include

compression molding of sheet molding

compound ("SMC"), bulk molding compounds ("BMC"),

resin transfer molding ("RTM"),liquid

molding of

dicyclopentadiene ("DCPD"), spray-up and hand-lay-up, glass

mat thermoplastics ("GMT"), direct long-

fiberthermoplastics ("D-LFT") and structural foam and structural

web injection molding ("SIM"). We

operate seven

production facilities in Columbus and Batavia, Ohio; Gaffney,

South Carolina; Winona, Minnesota; Matamoros

and

Escobedo, Mexico; and Cobourg, Ontario, Canada. Our principal

executive offices are located at 800 Manor

Park

Drive, Columbus, Ohio 43228-0183, and our telephone number

is (614) 870-5000. Core Molding Technologies

has

a website located at http://www.coremt.com.

The information on this website is not a part of this prospectus.

THE SECURITIES WE MAY OFFER

We may offer

shares of common stock, preferred stock (either separately or represented

by depositary shares),

warrants or rights to purchase any of such securities, either individually or

in units, and various series of debt

securities, with a total value of up to $50,000,000 from time to

time under this prospectus at prices and on terms to

be determined by market conditions at the time of any offering.

This prospectus provides you with a general

description of the securities we may offer.

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, including, to the extent applicable:

●

designation or classification;

●

aggregate principal amount or aggregate offering price;

●

maturity, if applicable;

●

original issue discount, if any;

●

rates and times of payment of interest or dividends, if any;

●

redemption, conversion, exercise, exchange or sinking fund terms, if

any;

●

ranking;

●

restrictive covenants, if any;

●

voting or other rights, if any;

●

conversion prices, if any; and

●

important U.S. federal income tax considerations.

The prospectus supplement and any related free writing prospectus that

we may authorize to be provided to you may

also add, update or change 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.

USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement,

we intend to use the net proceeds from the sale

of the securities offered in the prospectus and any prospectus

supplement for general corporate purposes, which may

include additions to working capital, financing of capital expenditures,

research and development of new

technologies and strategic investment opportunities. We

expect from time to time to evaluate the acquisition of

businesses, products and technologies for which a portion of the

net proceeds may be used. Pending such uses, we

may also invest the net proceeds in interest bearing securities.

We may borrow

additional funds from time to time

from public and private sources on both a long-term and short-term basis

to fund our future capital and working

capital requirements in excess of internally generated funds.

DESCRIPTION OF CAPITAL STOCK

This section describes the general terms and provisions of the

shares of our common stock, par value $0.01 per

share, and preferred stock, par value $0.01 per share. The summary

is not complete and is qualified in its entirety by

reference to the description of our common stock incorporated

by reference in this prospectus. We

have also filed

our certificate of incorporation and our bylaws, each as amended

from time to time, as exhibits to the registration

statement, of which this prospectus is a part. You

should read our certificate of incorporation and our bylaws as

amended for additional information before you buy any of our

capital stock. See “Where You

Can Find More

Information.”

Common Stock

As of September 30, 2020, our authorized common stock was

20,000,000 shares, of which 8,496,655 shares were

issued and outstanding (which includes 524,782 shares of unvested

restricted common stock). The holders of

common stock are entitled to one vote per share on all matters submitted

to a vote of our stockholders. Subject to

preferences that may be applicable to any preferred stock outstanding at

the time, the holders of outstanding shares

of common stock are entitled to receive ratably any dividends out of

assets legally available therefor as our board of

directors may from time to time determine. Upon liquidation, dissolution or

winding up of our company, holders

our common stock are entitled to share ratably in all assets remaining

after payment of liabilities and the liquidation

preference of any then outstanding shares of preferred stock. Holders

of common stock have no preemptive or

conversion rights or other subscription rights. There are no redemption

or sinking fund provisions applicable to the

common stock. All outstanding shares of common stock are fully paid

and nonassessable.

Preferred Stock

As of September 30, 2020, our authorized preferred stock was 10,000,000

shares, of which none were issued and

outstanding.

We may issue preferred

stock from time to time in one or more series, the shares of each series

to have such voting

powers, full or limited, or no voting powers, and such designations, preferences

and relative, participating, optional

or other special rights and qualifications, limitations or restrictions

thereof as shall be stated and expressed in our

certificate of incorporation or in any amendment thereto or in the resolution

or resolutions adopted by the board of

directors providing for the issue thereof.

The particular terms of any series of preferred stock will be described

in a prospectus supplement. Any material U.S.

federal income tax consequences and other special considerations with

respect to any preferred stock offered under

this prospectus will also be described in the applicable prospectus supplement.

Possible Anti-Takeover

Effects of Delaware Law and Relevant Provisions

of our

Charter Documents

Provisions of Delaware law and our certificate of incorporation and

bylaws may make more difficult the acquisition

of the Company by tender offer,

a proxy contest or otherwise or the removal of our officers

and directors. For

example:

●

as discussed above, our certificate of incorporation permits our

board of directors to issue a new series of

preferred stock with terms that may make an acquisition by a

third person more difficult or less attractive;

●

our bylaws provide that special meetings of the stockholders may be called

only (i) by the board of

directors pursuant to a resolution adopted by the affirmative

vote of a majority of the entire board of

directors or (ii) by the Secretary of the Company upon the written request of

the holders of 20% or more of

the Company’s common stock;

●

our certificate of incorporation prohibits stockholder action by written

consent;

●

with respect to business combinations, our certificate of incorporation

proscribes that we shall not (i) merge

or consolidate with any one or more corporations, joint-stock associations

or non-stock corporations (other

than in a merger not requiring any vote of stockholders of the

Company under the General Corporation

Law of the State of Delaware), (ii) sell, lease or exchange all

or substantially all of our property and assets,

or (iii) adopt any plan or proposal for the liquidation or dissolution

of the Company, unless

(a) the board of

directors shall, at a meeting duly called, adopt a resolution, by the affirmative

vote of at least two-thirds

(2/3) of the entire board of directors, approving such action and (b)

such action shall be approved at a

meeting by the affirmative vote of the holders of 66

2/3% of the shares of capital stock.

Possible Anti-Takeover

Effects of our Rights Agreement

The Company declared a dividend of one preferred stock purchase right

(a “Right”) for each outstanding

share of common stock of $0.01 par value per share of the Company

(the “Common Stock”). The

dividend is payable to holders of record as of the close of business on

April 23, 2020. The specific terms

of the Rights are contained in the Rights Agreement, dated as of April 21,

2020 (the “Rights

Agreement”), by and between the Company and American Stock

Transfer & Trust Company, as Rights

Agent.

The Company authorized the Rights Agreement, which expires on April

20, 2021, to protect against any

potential future use of coercive or abusive takeover techniques and to help

ensure that the Company’s

stockholders are not deprived of the opportunity to realize the full

and fair value of their investment.

general terms, and subject to certain exceptions, the Rights Agreement

restricts any person or group from

acquiring beneficial ownership of 15% or more of the outstanding

Common Stock, or, in the case of any

person or group that owns 15% or more of the outstanding Common

Stock on the date of announcement

of the Company’s entry into the Rights Agreement, an additional 0.5% of the shares of Common Stock.

Limitation of Liability and Indemnification

Delaware law permits, and our certificate of incorporation contains,

provisions eliminating a director’s personal

liability for monetary damages resulting from a breach of fiduciary duty,

except in certain circumstances involving

wrongful acts, such as (i) for any breach of the director’s duty

of loyalty to the company or its stockholders, (ii) for

acts or omissions not in good faith or which involve intentional misconduct

or a knowing violation of law,

(iii)

liability under Section 174 of the Delaware General Corporation Law for

improper dividends, repurchases or

redemptions of stock or (iv) for any transaction from which the

director derives an improper personal benefit. These

provisions do not limit or eliminate our rights or any stockholder’s

rights to seek non-monetary relief, such as an

injunction or rescission, in the event of a breach of director’s

fiduciary duty. These provisions

will not alter a

director’s liability under federal securities law.

We have put in

place agreements with our directors and executive

officers containing provisions indemnifying our directors

and officers to the fullest extent permitted by Delaware

General Corporation Law. We

believe that these provisions will assist us in attracting and retaining qualified

individuals to serve as our directors.

Transfer Agent

The transfer agent and registrar for our common stock is American

Stock Transfer & Trust

Company.

DESCRIPTION OF DEBT SECURITIES

The following is a summary of the general terms of the debt securities.

We will file a prospectus

supplement that

may contain additional terms when we issue debt securities.

The terms presented here, together with the terms in a

related prospectus supplement, will be a description of the material

terms of the debt securities. You

should also

read the indenture under which the debt securities are to be issued.

We have filed a

form of indenture governing

different types of debt securities with the SEC as an exhibit

to the registration statement of which this prospectus is a

part. All capitalized terms have the meanings specified in the

indenture.

We may issue, from time

to time, debt securities, in one or more series, that will consist of

either our senior debt, our

senior subordinated debt or our subordinated debt. We

refer to the subordinated debt securities and the senior

subordinated debt securities together as the subordinated securities.

The debt securities we offer will be issued under

an indenture between us and an indenture trustee specified in any

applicable prospectus supplement. Debt securities,

whether senior, senior subordinated or

subordinated, may be issued as convertible debt securities or exchangeable

debt securities. The following is a summary of the material provisions

of the indenture filed as an exhibit to the

registration statement of which this prospectus is a part. For

each series of debt securities, the applicable prospectus

supplement for the series may change and supplement the summary

below.

General Terms

of the Indenture

The indenture does not limit the amount of debt securities that we may

issue. It provides that we may issue debt

securities up to the principal amount that we may authorize and

may be in any currency or currency unit that we may

designate. We

may, without the consent of the holders

of any series, increase the principal amount of securities in

that series in the future, on the same terms and conditions and

with the same CUSIP numbers as that series. Except

for the limitations on consolidation, merger and sale of all

or substantially all of our assets contained in the

indenture, the terms of the indenture do not contain any covenants or

other provisions designed to give holders of

any debt securities protection against changes in our operations, financial

condition or transactions involving us.

We may issue the debt

securities issued under the indenture as “discount securities,” which

means they may be sold

at a discount below their stated principal amount. These debt securities,

as well as other debt securities that are not

issued at a discount, may be issued with “original issue discount,” or OID,

for U.S. federal income tax purposes

because of interest payment and other characteristics. Material

U.S. federal income tax considerations applicable to

debt securities issued with original issue discount will be described

in more detail in any applicable prospectus

supplement.

The applicable prospectus supplement for a series of debt securities

that we issue will describe, among other things,

the following terms of the offered debt

securities:

the title and authorized denominations of the series of debt

securities;

any limit on the aggregate principal amount of the series of debt

securities;

whether such debt securities will be issued in registered or

unregistered form, or both, and whether such debt

securities will be issued with or without coupons;

whether issued in the form of one or more global securities and

whether all or a portion of the principal amount of

the debt securities is represented thereby;

the price or prices at which the debt securities will be issued;

the date or dates on which principal is payable;

the place or places where and the manner in which principal,

premium or interest, if any, will

be payable and the

place or places where the debt securities may be presented for

transfer and, if applicable, conversion or exchange;

interest rates, and the dates from which interest, if any,

will accrue, and the dates when interest is payable and the

maturity;

the right, if any, to extend

the interest payment periods and the duration of the extensions;

our rights or obligations to redeem or purchase the debt securities;

any sinking fund or other provisions that would obligate us to

repurchase or otherwise redeem some or all of the

debt securities;

conversion or exchange provisions, if any,

including conversion or exchange prices or rates and adjustments thereto;

the currency or currencies of payment of principal or interest;

the terms applicable to any debt securities issued at a discount from their

stated principal amount;

the terms, if any, under

which any debt securities will rank junior to any of our other debt;

whether and upon what terms the debt securities may be defeased,

if different from the provisions set forth in the

indenture;

if the amount of payments of principal or interest is to be determined

by reference to an index or formula, or based

on a coin or currency other than that in which the debt securities are

stated to be payable, the manner in which these

amounts are determined and the calculation agent, if any,

with respect thereto;

if other than the entire principal amount of the debt securities when issued,

the portion of the principal amount

payable upon acceleration of maturity as a result of a default

on our obligations;

the events of default and covenants relating to the debt securities that

are in addition to, modify or delete those

described in this prospectus;

the nature and terms of any security for any secured debt securities; and

any other specific terms of any debt securities.

The applicable prospectus supplement will present material U.S.

federal income tax considerations for holders of

any debt securities and the securities exchange or quotation system on which

any debt securities are to be listed or

quoted.

Senior Debt Securities

Payment of the principal of, premium and interest, if any,

on senior debt securities will rank on a parity with all of

our other unsecured and unsubordinated debt.

Senior Subordinated Debt Securities

Payment of the principal of, premium and interest, if any,

on senior subordinated debt securities will be junior in

right of payment to the prior payment in full of all of our unsubordinated

debt, including senior debt securities and

any credit facility. We

will state in the applicable prospectus supplement relating to any senior

subordinated debt

securities the subordination terms of the securities as well as

the aggregate amount of outstanding debt, as of the

most recent practicable date, that by its terms would be senior

to the senior subordinated debt securities. We

will

also state in such prospectus supplement limitations, if any,

on issuance of additional senior debt.

Subordinated Debt Securities

Payment of the principal of, premium and interest, if any,

on subordinated debt securities will be subordinated and

junior in right of payment to the prior payment in full of all of

our senior debt, including our senior debt securities

and senior subordinated debt securities. We

will state in the applicable prospectus supplement relating to any

subordinated debt securities the subordination terms of the securities as

well as the aggregate amount of outstanding

indebtedness, as of the most recent practicable date, that by its terms would

be senior to the subordinated debt

securities. We

will also state in such prospectus supplement limitations, if any,

on issuance of additional senior

indebtedness.

Conversion or Exchange Rights

Debt securities may be convertible into or exchangeable for other

securities, including, for example, shares of our

equity securities. The terms and conditions of conversion or

exchange will be stated in the applicable prospectus

supplement. The terms will include, among others, the following:

●

the conversion or exchange price;

●

the conversion or exchange period;

●

provisions regarding the ability of us or the holder to convert or

exchange the debt securities;

●

events requiring adjustment to the conversion or exchange price; and

●

provisions affecting conversion or exchange in the event of our

redemption of the debt securities.

Events of Default

The term “Event of Default,” when used in the indenture, unless otherwise

indicated, means any of the following:

●

failure to pay interest for 30 days after the date payment is due and

payable;

●

failure to pay principal or premium, if any,

on any debt security when due, either at maturity,

upon any

redemption, by declaration or otherwise;

●

failure to make sinking fund payments when due;

●

failure to perform other covenants for 60 days after notice that

performance was required;

●

events in bankruptcy, insolvency

or reorganization relating to us; or

●

any other Event of Default provided in the applicable officer’s

certificate, resolution of our board of

directors or the supplemental indenture under which we issue

a series of debt securities.

An Event of Default for a particular series of debt securities does

not necessarily constitute an Event of Default for

any other series of debt securities issued under the indenture.

If an Event of Default with respect to any series of senior debt securities occurs

and is continuing, then either the

trustee for such series or the holders of a majority in aggregate

principal amount of the outstanding debt securities of

such series, by notice in writing, may declare the principal amount of and

interest on all of the debt securities of such

series to be due and payable immediately; provided, however,

unless otherwise provided in the applicable

prospectus supplement, if such an Event of Default occurs and

is continuing with respect to more than one series of

senior debt securities under the indenture, the trustee for such series or

the holders of a majority in aggregate

principal amount of the outstanding debt securities of all such series

of senior debt securities of equal ranking (or,

any of such senior debt securities are discount securities, such portion

of the principal amount as may be specified in

the terms of that series), voting as one class, may make such declaration

of acceleration as to all series of such equal

ranking and not the holders of the debt securities of any one of such series

of senior debt securities.

If an Event of Default with respect to any series of subordinated

securities occurs and is continuing, then either the

trustee for such series or the holders of a majority in aggregate

principal amount of the outstanding debt securities of

such series, by notice in writing, may declare the principal amount of and

interest on all of the debt securities of such

series to be due and payable immediately; provided, however,

unless otherwise provided in the applicable

prospectus supplement, if such an Event of Default occurs and

is continuing with respect to more than one series of

subordinated securities under the indenture, the trustee for such

series or the holders of a majority in aggregate

principal amount of the outstanding debt securities of all such series of

subordinated securities of equal ranking (or,

if any of such subordinated securities are discount securities,

such portion of the principal amount as may be

specified in the terms of that series), voting as one class, may make such

declaration of acceleration as to all series

of equal ranking and not the holders of the debt securities of

any one of such series of subordinated securities.

The holders of not less than a majority in aggregate principal

amount of the debt securities of all affected series of

equal ranking may, after satisfying

certain conditions, rescind and annul any of the above-described

declarations and

consequences involving such series.

If an Event of Default relating to events in bankruptcy,

insolvency or reorganization of us occurs and is continuing,

then the principal amount of all of the debt securities outstanding,

and any accrued interest, will automatically

become due and payable immediately,

without any declaration or other act by the trustee or any holder.

The indenture imposes limitations on suits brought by holders

of debt securities against us. Except for actions for

payment of overdue principal or interest, no holder of debt securities of

any series may institute any action against

us under the indenture unless:

●

the holder has previously given to the trustee written notice of default and

continuance of such default;

●

the holders of not less than a majority in principal amount of the outstanding

debt securities of the

affected series of equal ranking have requested that the trustee

institute the action;

●

the requesting holders have offered the trustee security or

indemnity satisfactory to the trustee against

the costs, expenses and liabilities which may be incurred by it in compliance

with such request or

direction;

●

the trustee has not instituted the action within 60 days of the request;

and

●

the trustee has not received inconsistent direction by the holders

of a majority in principal amount of

the outstanding debt securities of the affected series of equal

ranking.

We will be required

to file annually with the trustee a certificate, signed by one of our officers,

stating whether or

not the officer knows of any default by us in the performance,

observance or fulfillment of any condition or

covenant of the indenture.

Registered Global Securities and Book Entry

System

The debt securities of a series may be issued in whole or in part

in book-entry form and may be represented by one

or more fully registered global securities or in definitive form to each

holder. We

will deposit any registered global

securities with a depositary or with a nominee for a depositary identified

in the applicable prospectus supplement

and registered in the name of such depositary or nominee. In such case,

we will issue one or more registered global

securities denominated in an amount equal to the aggregate principal

amount of all of the debt securities of the series

to be issued and represented by such registered global security or

securities. This means that we will not issue

certificates to each holder.

Unless and until it is exchanged in whole or in part for debt

securities in definitive registered form, a registered

global security may not be transferred except as a whole:

●

by the depositary for such registered global security to its nominee;

●

by a nominee of the depositary to the depositary or another nominee of

the depositary; or

●

by the depositary or its nominee to a successor of the depositary

or a nominee of the successor.

The prospectus supplement relating to a series of debt securities will

describe the specific terms of the depositary

arrangement involving any portion of the series represented by a registered

global security. We

anticipate that the

following provisions will apply to all depositary arrangements for

registered debt securities:

●

ownership of beneficial interests in a registered global security will be

limited to persons that have

accounts with the depositary for such registered global security,

these persons being referred to as

“participants,” or persons that may hold interests through participants;

●

upon the issuance of a registered global security,

the depositary for the registered global security will

credit, on its book-entry registration and transfer system, the

participants’ accounts with the respective

principal amounts of the debt securities represented by the registered

global security beneficially

owned by the participants;

●

any dealers, underwriters, or agents participating in the distribution of the

debt securities represented

by a registered global security will designate the accounts to be

credited; and

●

ownership of beneficial interest in such registered global security will

be shown on, and the transfer of

such ownership interest will be effected only through, records

maintained by the depositary for such

registered global security for interests of participants, and on the records

of participants for interests of

persons holding through participants.

The laws of some states may require that specified purchasers of securities

take physical delivery of the securities in

definitive form. These laws may limit the ability of those persons to

own, transfer or pledge beneficial interests in

registered global securities.

So long as the depositary for a registered global security,

or its nominee, is the registered owner of such registered

global security, the depositary

or such nominee, as the case may be, will be considered the sole owner or

holder of

the debt securities represented by the registered global security for

all purposes under the indenture. Except as stated

below, owners of beneficial

interests in a registered global security:

●

will not be entitled to have the debt securities represented by

a registered global security registered in

their names;

●

will not receive or be entitled to receive physical delivery of the

debt securities in the definitive form;

and

●

will not be considered the owners or holders of the debt securities

under the relevant indenture.

Accordingly, each person owning a

beneficial interest in a registered global security must rely on

the procedures of

the depositary for the registered global security and, if the person is not a participant,

on the procedures of a

participant through which the person owns its interest, to exercise

any rights of a holder under the indenture.

We understand that under

existing industry practices, if we request any action of holders

or if an owner of a

beneficial interest in a registered global security desires to give or

take any action that a holder is entitled to give or

take under the indenture, the depositary for the registered global

security would authorize the participants holding

the relevant beneficial interests to give or take the action, and

the participants would authorize beneficial owners

owning through the participants to give or take the action or

would otherwise act upon the instructions of beneficial

owners holding through them.

We will make payments

of principal and premium, if any,

and interest, if any, on

debt securities represented by a

registered global security registered in the name of a depositary or its nominee

to the depositary or its nominee, as

the case may be, as the registered owners of the registered global

security. None of us, the trustee or

any other agent

of ours or the trustee will be responsible or liable for any aspect of the records

relating to, or payments made on

account of, beneficial ownership interests in the registered global

security or for maintaining, supervising or

reviewing any records relating to the beneficial ownership interests.

We expect that the depositary

for any debt securities represented by a registered global security,

upon receipt of any

payments of principal and premium, if any,

and interest, if any, in

respect of the registered global security,

will

immediately credit participants’ accounts with payments in amounts proportionate

to their respective beneficial

interests in the registered global security as shown on the records

of the depositary. We

also expect that standing

customer instructions and customary practices will govern payments by participants

to owners of beneficial interests

in the registered global security held through the participants, as is now

the case with the securities held for the

accounts of customers registered in “street name.” We

also expect that any of these payments will be the

responsibility of the participants.

If the depositary for any debt securities represented by a registered

global security is at any time unwilling or unable

to continue as depositary or stops being a clearing agency registered

under the Exchange Act, we will appoint an

eligible successor depositary.

If we fail to appoint an eligible successor depositary within 90

days, we will issue the

debt securities in definitive form in exchange for the registered

global security. In addition, we may at

any time and

in our sole discretion decide not to have any of the debt securities of a

series represented by one or more registered

global securities. In that event, we will issue debt securities of the series

in a definitive form in exchange for all of

the registered global securities representing the debt securities.

The trustee will register any debt securities issued in

definitive form in exchange for a registered global security in

the name or names as the depositary,

based upon

instructions from its participants, shall instruct the trustee in writing.

We may also issue

bearer debt securities of a series in the form of one or more

global securities, referred to as

“bearer global securities.” We

will deposit these securities with a common depositary or with a nominee for

the

depositary identified in the prospectus supplement relating to the series.

The prospectus supplement relating to a

series of debt securities represented by a bearer global security will describe

the applicable terms and procedures.

These will include the specific terms of the depositary arrangement

and any specific procedures for the issuance of

debt securities in definitive form in exchange for a bearer

global security, in proportion to

the series represented by a

bearer global security.

Discharge, Defeasance and Covenant Defeasance

We can discharge

or decrease our obligations under the indenture as stated below.

We may discharge

obligations to holders of any series of debt securities that have not

already been delivered to the

trustee for cancellation and that have either become due and payable or

are by their terms to become due and

payable, or are scheduled for redemption, within sixty (60) days. We

may effect a discharge by irrevocably

depositing with the trustee cash or U.S. government obligations, as trust

funds, in an amount certified to be enough

to pay when due, whether at maturity,

upon redemption or otherwise, the principal of, premium and interest,

if any,

on the debt securities and any mandatory sinking fund payments.

Unless otherwise provided in the applicable prospectus supplement,

we may also discharge any and all of our

obligations to holders of any series of debt securities at any time,

which we refer to as defeasance. We

may also be

released from the obligations imposed by any covenants of any outstanding

series of debt securities and provisions

of the indenture, and we may omit to comply with those covenants

without creating an event of default under the

trust declaration, which we refer to as covenant defeasance. We

may effect defeasance and covenant defeasance

only if, among other things:

●

we irrevocably deposit with the trustee cash or U.S. government

obligations, as trust funds, in an

amount certified to be enough to pay at maturity,

or upon redemption, the principal, premium and

interest, if any, on all outstanding debt

securities of the series;

●

we deliver to the trustee an opinion of counsel from a nationally recognized

law firm to the effect that

the holders of the series of debt securities will not recognize income, gain

or loss for U.S. federal

income tax purposes as a result of the defeasance or covenant defeasance

and that defeasance or

covenant defeasance will not otherwise alter the holders’ U.S. federal

income tax treatment of

principal, premium and interest, if any,

payments on the series of debt securities; and

●

in the case of subordinated debt securities, no event or condition

shall exist that, based on the

subordination provisions applicable to the series, would prevent us

from making payments of principal

of, premium and interest, if any,

on any of the applicable subordinated debt securities at the

date of the

irrevocable deposit referred to above or at any time during the

period ending on the 91st day after the

deposit date.

In the case of a defeasance by us, the opinion we deliver must

be based on a ruling of the Internal Revenue Service

issued, or a change in U.S. federal income tax law occurring,

after the date of the indenture, since such a result

would not occur under the U.S. federal income tax laws in effect

on such date.

Although we may discharge or decrease our obligations

under the indenture as described in the two preceding

paragraphs, we may not avoid, among other things, our duty to

securities, to replace any temporary,

mutilated, destroyed, lost or stolen series of debt securities or to

maintain an

office or agency in respect of any series of debt securities.

Modification of the Indenture

The indenture provides that we and the trustee may enter into

supplemental indentures without the consent of the

holders of debt securities to:

●

secure any debt securities and provide the terms and conditions for

the release or substitution of the

security;

●

evidence the assumption by a successor corporation of our obligations;

●

add covenants for the protection of the holders of debt securities;

●

add any additional events of default;

●

cure any ambiguity or correct any inconsistency or defect in the indenture;

●

add to, change or eliminate any of the provisions of the indenture in a

manner that will become

effective only when there is no outstanding debt security which

is entitled to the benefit of the

provision as to which the modification would apply;

●

establish the forms or terms of debt securities of any series;

●

eliminate any conflict between the terms of the indenture and the Trust

Indenture Act of 1939;

●

evidence and provide for the acceptance of appointment by a successor

trustee and add to or change

any of the provisions of the indenture as is necessary for the administration

of the trusts by more than

one trustee; and

●

make any other provisions with respect to matters or questions arising

under the indenture that will not

be inconsistent with any provision of the indenture as long as the new

provisions do not adversely

affect the interests of the holders of any outstanding debt

securities of any series created prior to the

modification.

The indenture also provides that we and the trustee may,

with the consent of the holders of not less than a majority

in aggregate principal amount of debt securities of all series of senior

debt securities or of Subordinated Securities of

equal ranking, as the case may be, then outstanding and affected,

voting as one class, add any provisions to, or

change in any manner, eliminate or

modify in any way the provisions of, the indenture or modify in any manner

the

rights of the holders of the debt securities. We

and the trustee may not, however, without

the consent of the holder of

each outstanding debt security affected thereby:

●

extend the final maturity of any debt security;

●

reduce the principal amount or premium, if any;

●

reduce the rate or extend the time of payment of interest;

●

reduce any amount payable on redemption or impair or affect

any right of redemption at the option of

the holder of the debt security;

●

change the currency in which the principal, premium or interest, if any,

is payable;

●

reduce the amount of the principal of any debt security issued

with an original issue discount that is

payable upon acceleration or provable in bankruptcy;

●

alter provisions of the relevant indenture relating to the debt securities not

denominated in U.S. dollars;

●

impair the right to institute suit for the enforcement of any payment on

any debt security when due;

●

if applicable, adversely affect the right of a holder to

convert or exchange a debt security; or

●

reduce the percentage of holders of debt securities of any series

whose consent is required for any

modification of the indenture.

The indenture provides that the holders of not less than a majority in aggregate

principal amount of the then

outstanding debt securities of any and all affected series of

equal ranking, by notice to the relevant trustee, may on

behalf of the holders of the debt securities of any and all such series of

equal ranking waive any default and its

consequences under the indenture except:

●

a continuing default in the payment of interest on, premium, if any,

or principal of, any such debt

security held by a nonconsenting holder; or

●

a default in respect of a covenant or provision of the indenture

that cannot be modified or amended

without the consent of the holder of each outstanding debt security of

each series affected.

Concerning the Trustee

The indenture provides that there may be more than one trustee under

the indenture, each for one or more series of

debt securities. If there are different trustees for different

series of debt securities, each trustee will be a trustee of a

trust under the indenture separate and apart from the trust administered

by any other trustee under that indenture.

Except as otherwise indicated in this prospectus or any prospectus

supplement, any action permitted to be taken by a

trustee may be taken by such trustee only on the one or more series of debt

securities for which it is the trustee under

the indenture. Any trustee under the indenture may resign or be

removed from one or more series of debt securities.

All payments of principal of, premium and interest, if any,

on, and all registration, transfer, exchange, authentication

and delivery of, the debt securities of a series will be effected

by the trustee for that series at an office designated by

the trustee.

If the trustee becomes a creditor of ours, the indenture places limitations

on the right of the trustee to obtain payment

of claims or to realize on property received in respect of any

such claim as security or otherwise. The trustee may

engage in other transactions. If it acquires any conflicting interest relating

to any duties concerning the debt

securities, however, it must eliminate the conflict

or resign as trustee.

The holders of a majority in aggregate principal amount of any and

all affected series of debt securities of equal

ranking then outstanding will have the right to direct the time,

method and place of conducting any proceeding for

exercising any remedy available to the trustee concerning the

applicable series of debt securities, provided that the

direction:

●

would not conflict with any rule of law or with the relevant indenture;

●

would not be unduly prejudicial to the rights of another holder

of the debt securities; and

●

would not involve any trustee in personal liability.

The indenture provides that in case an Event of Default shall occur,

not be cured and be known to any trustee, the

trustee must use the same degree of care as a prudent person would

use in the conduct of his or her own affairs in the

exercise of the trustee’s power.

The trustee will be under no obligation to exercise any of its rights or

powers under

the indenture at the request of any of the holders of the debt securities,

unless they shall have offered to the trustee

security and indemnity satisfactory to the trustee.

No Individual Liability of Incorporators, Stockholders, Officers

or Directors

The indenture provides that no incorporator and no past,

present or future stockholder, officer

or director of ours or

any successor corporation in their capacity as such shall have any individual

liability for any of our obligations,

covenants or agreements under the debt securities or the indenture.

Governing Law

The indenture and the debt securities will be governed by,

and construed in accordance with, the laws of the State of

New York.

DESCRIPTION OF WARRANTS

We may issue warrants

for the purchase of common stock, preferred stock and/or debt

securities in one or more

series. We may issue

warrants independently or together with common stock, preferred

stock and/or debt securities,

and the warrants may be attached to or separate from these securities.

While the terms summarized below will apply

generally to any warrants that we may offer,

we will describe the particular terms of any series of warrants in more

detail in the applicable prospectus supplement. The terms of

any warrants offered under a prospectus supplement

may differ from the terms described below.

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 agreement, including a form of warrant

certificate, that describes the terms of the particular series of warrants

we are offering before the issuance of the

related series of warrants. The following summaries of material

provisions of the warrants and the warrant

agreements are subject to, and qualified in their entirety by reference to,

all the provisions of the warrant agreement

and warrant certificate applicable to the particular series of warrants

that we may offer under this prospectus. We

urge you to read the applicable prospectus supplements

related to the particular series of warrants that we may offer

under this prospectus and the complete warrant agreements and

warrant certificates that contain the terms of the

warrants.

We will describe in the

applicable prospectus supplement the terms of the series of warrants

being offered,

including:

●

the offering price and aggregate number of warrants offered;

●

the currency for which the warrants may be purchased;

●

if applicable, the designation and terms of the securities with

which the warrants are issued and the

number of warrants issued with each such security or each principal

amount of such security;

●

if applicable, the date on and after which the warrants and the related

securities will be separately

transferable;

●

in the case of warrants to purchase debt securities, the principal

amount of debt securities purchasable

upon exercise of one warrant and the price at, and currency in which,

this principal amount of debt

securities may be purchased upon such exercise;

●

in the case of warrants to purchase common stock or preferred

stock, the number of shares of common

stock or preferred stock, as the case may be, purchasable upon

the exercise of one warrant and the

price at which these shares may be purchased upon such exercise;

●

the effect of any merger,

consolidation, sale or other disposition of our business on the warrant

agreements and the warrants;

●

the terms of any rights to redeem or call the warrants;

●

any provisions for changes to or adjustments in the exercise price

or number of securities issuable upon

exercise of the warrants;

●

the dates on which the right to exercise the warrants will commence and

expire;

●

the manner in which the warrant agreements and warrants may b

modified;

●

a discussion of any material U.S. federal income tax consequences of holding

or exercising the

warrants;

●

the terms of the securities issuable upon exercise of the warrants; and

●

any other specific terms, preferences, rights or limitations of or

restrictions on the warrants.

Each warrant will entitle the holder to purchase the securities

that we specify in the applicable prospectus

supplement at the exercise price that we describe in the applicable

prospectus supplement. Holders of the warrants

may exercise the warrants at any time up to the specified time

on the expiration date that we set forth in the

applicable prospectus supplement. After the close of business on the expiration

date, unexercised warrants will

become void.

Holders of the warrants may exercise the warrants by delivering the

warrant certificate representing the warrants to

be exercised together with specified information, and paying

the required amount to the warrant agent in

immediately available funds, as provided in the applicable prospectus

supplement. We

will set forth on the reverse

side of the warrant certificate and in the applicable prospectus supplement

the information that the holder of the

warrant will be required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate

properly completed and duly executed at the

corporate trust office of the warrant agent or any other office

indicated in the applicable prospectus supplement, we

will issue and deliver the securities purchasable upon such exercise. If fewer

than all of the warrants represented by

the warrant certificate are exercised, then we will issue a new warrant

certificate for the remaining amount of

warrants. If we so indicate in the applicable prospectus supplement,

holders of the warrants may surrender securities

as all or part of the exercise price for warrants.

Unless we provide otherwise in the applicable prospectus supplement,

the warrants and warrant agreements will be

governed by and construed in accordance with the laws of the

State of New York.

DESCRIPTION OF DEPOSITARY SHARES

The following is a general description of the depositary shares

that we may offer from time to time. The particular

terms of the depositary shares being offered and the extent

to which such general provisions may apply will be set

forth in the applicable prospectus supplement.

General

. We may issue receipts

for depositary shares, each of which will represent a fractional

interest of a share of

a particular series of a class of our preferred stock. We

will deposit the shares of preferred stock of any series

represented by depositary shares with a depositary under a deposit

agreement. We

will identify the depositary in a

prospectus supplement. Subject to the terms of the deposit agreement,

if you own a depositary share, you will be

entitled, in proportion to the fraction of the share of preferred

stock represented by your depositary share, to all of

the rights and preferences to which you would be entitled if

you owned the share of preferred stock represented by

your depositary share directly (including dividend, voting, redemption,

subscription and liquidation rights).

The depositary shares will be represented by depositary receipts issued

pursuant to the applicable deposit agreement.

Immediately following the issuance and delivery of our preferred

stock to the depositary, we will cause

the

depositary to issue, on our behalf, the depositary receipts. Upon request,

we will provide you with copies of the

applicable form of deposit agreement and depositary receipt.

Dividends and Other Provisions

. If you are a “record holder” (as defined below) of depositary

receipts and we pay a

cash dividend or other cash distribution with respect to the preferred

stock represented by your depositary share, the

depositary will distribute all cash dividends or other cash distributions

it receives in respect of the preferred stock

represented by your depositary receipts in proportion to the numbers of depositary

shares you owned on the record

date for that dividend or distribution.

If we make a distribution in a form other than cash, the depositary will

distribute the property it receives to you and

all other record holders of depositary receipts in an equitable

manner, unless the depositary determines that it is not

feasible to do so. If the depositary decides it cannot feasibly distribute

the property, it may sell

the property and

distribute the net proceeds from the sale to you and the other

record holders. The amount the depositary distributes

in any of the foregoing cases may be reduced by any amounts that we or

the depositary is required to withhold on

account of taxes.

A “record holder” is a person who holds depositary receipts on

the record date for any dividend, distribution or other

action. The record date for depositary shares will be the same as the record

date for the preferred stock represented

by those depositary receipts.

Withdrawal of Preferred

Stock

. If you surrender your depositary receipts, the depositary will be required

to deliver

certificates to you evidencing the number of shares of preferred

stock represented by those receipts (but only in

whole shares). If you deliver depositary receipts representing a number of depositary

shares that is greater than the

number of whole shares to be withdrawn, the depositary will deliver

to you at the same time a new depositary

receipt evidencing the fractional shares.

Redemption of Depositary Shares

. If we redeem a series of shares of preferred stock represented

by depositary

receipts, the depositary will redeem depositary shares from the proceeds

it receives after redemption of the preferred

stock. The redemption price per depositary share will be equal

to the applicable fraction of the redemption price per

share payable with respect to that series of shares of preferred

stock. If fewer than all the depositary shares are to be

redeemed, the depositary will select shares to be redeemed by lot,

pro rata or by any other equitable method it may

determine. After the date fixed for redemption, the depositary shares called

for redemption will no longer be

outstanding. All rights of the holders of those depositary shares will cease,

except the right to receive the redemption

price that the holders of the depositary shares were entitled to

receive upon redemption. Payments will be made

when holders surrender their depositary receipts to the depositary.

Voting

the Preferred Stock

. When the depositary receives notice of any meeting at which the holders of preferred

stock are entitled to vote, the depositary will mail information

contained in the notice to you as a record holder of

the depositary shares relating to the preferred stock. As a record

holder of the depositary shares on the record date

(which will be the same date as the record date for the preferred

stock), you will be entitled to instruct the depositary

as to how you would like your votes to be exercised. The depositary will

endeavor, insofar as practicable,

to vote the

number of shares of preferred stock represented by your depositary

shares in accordance with your instructions. We

will agree to take all reasonable action that the depositary may deem necessary

to enable the depositary to do this. If

you do not send specific instructions the depositary will not vote the preferred

stock represented by your depositary

shares.

Liquidation Preference

. In the event of our liquidation, dissolution or winding up, whether voluntary or

involuntary,

you will be entitled, as a record holder of depositary shares, to

the fraction of the liquidation preference accorded

each applicable share of preferred stock, as has been set forth

in a prospectus supplement.

Amendment and Termination

of the Deposit Agreement

. We and the depositary

may amend the form of depositary

receipt and any provision of the deposit agreement at any time.

However, any amendment which materially

and

adversely alters your rights as a holder of depositary shares will not be

effective unless the holders of at least a

majority of the depositary shares then outstanding approve the amendment.

The deposit agreement will only

terminate if:

●

we redeem all outstanding depositary shares; or

●

we make a final distribution in respect of the related preferred

stock to which the depositary shares and

agreement relate, including in connection with any liquidation, dissolution

or winding up and the

distribution has been distributed to the holders of depositary shares.

Resignation and Removal of Depositary

. The depositary may resign at any time by delivering notice to

us of its

election to do so. Additionally,

we may remove the depositary at any time. Any resignation or removal will

take

effect when we appoint a successor depositary and

the successor accepts the appointment. We

must appoint a

successor depositary within 60 days after delivery of the notice

of resignation or removal. A successor depositary

must be a bank or trust company having its principal office in

the U.S. and having a combined capital and surplus of

at least $50 million.

Charges of Depositary

. We will pay all

transfer and other taxes and governmental charges arising

solely from the

existence of the depositary arrangements. We

will pay charges of the depositary in connection with the initial

deposit of the preferred stock and issuance of depositary receipts, all withdrawals

of preferred stock by owners of

the depositary shares and any redemption of the preferred stock.

You

will pay other transfer and other taxes,

governmental charges and other charges expressly

provided for in the deposit agreement.

Miscellaneous

. The depositary will forward to you all reports and communications

from us that we are required, or

otherwise determine, to furnish to the holders of the preferred

stock.

Neither we nor the depositary will be liable under the deposit agreement

to you other than for the depositary’s

gross

negligence, willful misconduct or bad faith. Neither we nor the

depositary will be obligated to prosecute or defend

any legal proceeding in respect of any depositary shares or

preferred stock unless satisfactory indemnity is

furnished. We

and the depositary may rely upon written advice of counsel or accountants,

or upon information

provided by persons presenting preferred stock for deposit, holders

of depositary receipts or other persons believed

to be competent and on documents believed to be genuine.

DESCRIPTION OF RIGHTS

We may issue rights to

purchase common stock, preferred stock, depositary shares or debt

securities that we may

offer to our security holders. The rights may or may not

be transferable by the persons purchasing or receiving the

rights. In connection with any rights offering, we may enter

into a standby underwriting or other arrangement with

one or more underwriters or other persons pursuant to which such

underwriters or other persons would purchase any

offered securities remaining unsubscribed for after such rights

offering. Each series of rights will be issued under

separate rights agent agreement to be entered into between us and

a bank or trust company,

as rights agent, that we

will name in the applicable prospectus supplement. The rights agent will act

solely as our agent in connection with

the rights and will not assume any obligation or relationship of agency

or trust for or with any holders of rights

certificates or beneficial owners of rights.

The prospectus supplement relating to any rights that we offer

will include specific terms relating to the offering,

including, among other matters:

●

the date of determining the security holders entitled to the rights distribution;

●

the aggregate number of rights issued and the aggregate number

of shares of common stock, preferred

stock or depositary shares or aggregate principal amount of debt

securities purchasable upon exercise

of the rights;

●

the exercise price;

●

the conditions to completion of the rights offering;

●

the date on which the right to exercise the rights will commence

and the date on which the rights will

expire; and

●

any applicable federal income tax considerations.

Each right would entitle the holder of the rights to purchase for cash the

principal amount of shares of common

stock, preferred stock, depositary shares or debt securities at

the exercise price set forth in the applicable prospectus

supplement. Rights may be exercised at any time up to the close

of business on the expiration date for the rights

provided in the applicable prospectus supplement. After the close

of business on the expiration date, all unexercised

rights will become void.

If less than all of the rights issued in any rights offering are

exercised, we may offer any unsubscribed securities

directly to persons other than our security holders, to or through agents,

underwriters or dealers or through a

combination of such methods, including pursuant to standby

arrangements, as described in the applicable prospectus

supplement.

DESCRIPTION OF UNITS

We may issue, in one

more series, units consisting of common stock, preferred stock, debt

securities and/or warrants

for the purchase of common stock, preferred stock and/or debt

securities in any combination in such amounts and in

such numerous distinct series as we determine. While the terms we have

summarized below will apply generally to

any units that we may offer under this prospectus, we will describe

the particular terms of any series of units in more

detail in the applicable prospectus supplement. The terms of

any units offered under a prospectus supplement may

differ from the terms described below.

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 agreement that describes the terms of the series of

units we are offering, and any supplemental agreements,

before the issuance of the related series of units. The

following summaries of material terms and provisions of the units are

subject to, and qualified in their entirety by

reference to, all the provisions of the unit agreement and any

supplemental agreements applicable to a particular

series of units. We

urge you to read the applicable prospectus supplements

related to the particular series of units

that we may offer under this prospectus, as well as any related

free writing prospectuses and the complete unit

agreement and any supplemental agreements that contain the terms of the

units.

Each unit will be issued so that the holder of the unit is also the holder

of each security included in the unit. Thus,

the holder of a unit will have the rights and obligations of a holder

of each included security. The

unit 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.

We will describe in the

applicable prospectus supplement the terms of the series of units

being offered, including:

●

the designation and terms of the units and of the securities comprising

the units, including whether and

under what circumstances those securities may be held or transferred

separately;

●

any provisions of the governing unit agreement that differ from those

described below; and

●

any provisions for the issuance, payment, settlement, transfer or

exchange of the units or of the

securities comprising the units.

The provisions described in this section, as well as those described

under “Description of Capital Stock,”

“Description of Debt Securities” and “Description of Warrants”

will apply to each unit and to any common stock,

preferred stock, debt security or warrant included in each unit,

respectively.

Each unit agent will act solely as our agent under the applicable

unit agreement and will not assume any obligation

or relationship of agency or trust with any holder of any unit.

A single bank or trust company may act as unit agent

for more than one series of units. A unit agent will have no duty or

responsibility in case of any default by us under

the applicable unit agreement or unit, including any duty or responsibility

to initiate any proceedings at law or

otherwise, or to make any demand upon us. Any holder of a

unit may, without the consent

of the related unit agent

or the holder of any other unit, enforce by appropriate

legal action its rights as holder under any security included in

the unit.

We, and any unit agent

and any of their agents, may treat the registered holder of any unit certificate

as an absolute

owner of the units evidenced by that certificate for any purpose

and as the person entitled to exercise the rights

attaching to the units so requested, despite any notice to the contrary.

PLAN OF DISTRIBUTION

We may sell the securities

offered by this prospectus in any one or

more of the following ways from time to time:

●

directly to investors, including through a specific bidding, auction or

other process;

●

to investors through agents;

●

directly to agents;

●

to or through brokers or dealers;

●

to the public through underwriting syndicates led by one or more managing

underwriters;

●

to one or more underwriters acting alone for resale to investors

or to the public; and

●

through a combination of any such methods of sale.

We may also sell

the securities offered by this prospectus in “at the market offerings”

within the meaning of Rule

415(a)(4) of the Securities Act, to or through a market maker or

into an existing trading market, on an exchange or

otherwise;

The accompanying prospectus supplement will set forth the terms of the

offering and the method of distribution and

will identify any firms acting as underwriters, dealers or agents in connection

with the offering, including:

●

the name or names of any underwriters, dealers or agents;

●

the purchase price of the securities and the proceeds to us from the sale;

●

any over-allotment options under which underwriters may purchase

additional securities from us;

●

any underwriting discounts and other items constituting compensation

to underwriters, dealers or

agents;

●

any public offering price;

●

any discounts or concessions allowed or reallowed or paid

to dealers; and

●

any securities exchange or market on which the securities offered

in the prospectus supplement may be

listed.

Only those underwriters identified in such prospectus supplement

are deemed to be underwriters in connection with

the securities offered in the prospectus supplement. Any underwritten

offering may be on a best efforts or a firm

commitment basis.

The distribution of the securities may be effected from time

to time in one or more transactions at a fixed price or

prices, which may be changed, at varying prices determined at

the time of sale, or at prices determined as the

applicable prospectus supplement specifies. The securities may be

sold through a rights offering, forward contracts

or similar arrangements. In any distribution of subscription rights to

stockholders, if all of the underlying securities

are not subscribed for, we may then sell

the unsubscribed securities directly to third parties or may engage the

services of one or more underwriters, dealers or agents, including

standby underwriters, to sell the unsubscribed

securities to third parties.

In connection with the sale of the securities, underwriters, dealers

or agents may be deemed to have received

compensation from us in the form of underwriting discounts

or commissions and also may receive commissions

from securities purchasers for whom they may act as agent. Underwriters

may sell the securities to or through

dealers, and the dealers may receive compensation in the form of discounts,

concessions or commissions from the

underwriters or commissions from the purchasers for whom they may

act as agent.

We will provide in the

applicable prospectus supplement information regarding any underwriting

discounts or other

compensation that we pay to underwriters or agents in connection

with the securities offering, and any discounts,

concessions or commissions which underwriters allow to dealers.

Underwriters, dealers and agents participating in

the securities distribution may be deemed to be underwriters,

and any discounts and commissions they receive and

any profit they realize on the resale of the securities may be deemed

to be underwriting discounts and commissions

under the Securities Act. Underwriters and their controlling persons,

dealers and agents may be entitled, under

agreements entered into with us, to indemnification against and

contribution toward specific civil liabilities,

including liabilities under the Securities Act.

In compliance with the guidelines of the Financial Industry Regulatory Authority,

or “FINRA,” the aggregate

maximum discount, commission or agency fees or other items constituting

underwriting compensation to be

received by any FINRA member or independent broker

-dealer will not exceed 8% of any offering pursuant to this

prospectus and any applicable prospectus supplement or other

offering materials, as the case may be.

If 5% or more of the net proceeds of any offering of securities

made under this prospectus will be received by a

FINRA member participating in the offering or affiliates

or associated persons of such FINRA member,

the offering

will be conducted in accordance with FINRA Rule 5121.

Unless otherwise specified in the related prospectus supplement,

each series of securities will be a new issue with no

established trading market, other than shares of common stock of

the Company, which are

listed on NYSE

American LLC. Any common stock sold pursuant to a prospectus supplement

will be listed on NYSE American

LLC, subject to official notice of issuance. We

may elect to list any series of debt securities or preferred

stock, on an

exchange, but we are not obligated to do so. It is possible that

one or more underwriters may make a market in the

securities, but such underwriters will not be obligated to do

so and may discontinue any market making at any time

without notice. No assurance can be given as to the liquidity of,

or the trading market for, any offered

securities.

In connection with an offering, the underwriters may purchase

and sell securities in the open market. These

transactions may include short sales, stabilizing transactions and purchases

to cover positions created by short sales.

Short sales involve the sale by the underwriters of a greater number

of securities than they are required to purchase

in an offering. Stabilizing transactions consist of bids or

purchases made for the purpose of preventing or retarding a

decline in the market price of the securities while an offering

is in progress. The underwriters also may impose a

penalty bid. This occurs when a particular underwriter repays

to the underwriters a portion of the underwriting

discount received by it because the underwriters have repurchased securities

sold by or for the account of that

underwriter in stabilizing or short-covering transactions. These

activities by the underwriters may stabilize, maintain

or otherwise affect the market price of the securities. As a result,

the price of the securities may be higher than the

price that otherwise might exist in the open market. If these activities

are commenced, they may be discontinued by

the underwriters at any time. Underwriters may engage in overallotment.

If any underwriters create a short position

in the securities in an offering in which they sell more securities

than are set forth on the cover page of the

applicable prospectus supplement, the underwriters may reduce

that short position by purchasing the securities in the

open market.

Underwriters, dealers or agents that participate in the offer

of securities, or their affiliates or associates, may have

engaged or engage in transactions with and perform services for,

us or our affiliates in the ordinary course of

business for which they may have received or receive customary fees and

reimbursement of expenses.

LEGAL MATTERS

The validity of any securities offered by this prospectus will

be passed upon for us by Squire Patton Boggs (US)

LLP,

Columbus, Ohio.

EXPERTS

The financial statements incorporated in this Prospectus by reference

to the Annual Report on Form 10-K for the

year ended December 31, 2019 have been so incorporated

in reliance on the report of Crowe LLP,

independent

registered public accounting firm, given on the authority of said

firm as experts in auditing and accounting.

PART II

Information Not Required In Prospectus

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of estimated expenses in connection with

the issuance and distribution of the securities

being registered, other than underwriting discounts and commission.

Registration Fee

$ 6,490.00

Transfer Agent, Depositary and Trustee’s

Fees

Printing Fees

Legal Fees and Expenses

Accounting Fees and Expenses

Miscellaneous

$ *

________________

* These expenses are calculated based on the number of issuances and

amount of securities offered and, accordingly, cannot be estimated at this

time.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that

a corporation may indemnify any person,

including an officer and director,

who was or is, or is threatened to be made, a party to any threatened, pending

completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (other than an action by

or in the right of such cooperation), by reason of the fact that such person

is or was a director, officer,

employee or

agent of such corporation, or is or was serving at the request of such corporation

as a director, officer,

employee or

agent of another corporation, partnership, joint venture, trust or

other enterprise. The indemnity may include

expenses (including attorneys’ fees), judgments, fines and amounts paid

in settlement actually and reasonably

incurred by such person in connection with such action, suit

or proceeding, provided such person acted in good faith

and in a manner such person reasonably believed to be in or

not opposed to the best interests of such corporation,

and, with respect to any criminal actions and proceedings, had

no reasonable cause to believe that his conduct was

unlawful. A Delaware corporation may indemnify any person,

including an officer or director,

who was or is, or is

threatened to be made, a party to any threatened, pending or contemplated

action or suit by or in the right of such

corporation, under the same conditions, except that no indemnification

is permitted without judicial approval if such

person is adjudged to be liable to such corporation. Where an officer

or director of a corporation is successful, on the

merits or otherwise, in the defense of any action, suit or proceeding referred

to above, or any claim, issue or matter

herein, the corporation must indemnify such person against the

expenses (including attorneys’ fees) which such

officer or director actually and reasonably incurred in connection

therewith.

Article XI of the Registrant’s certificate

of incorporation exonerates the Registrant’s

directors from personal liability

for monetary damages for breach of the fiduciary duty of care as a

director, except for any breach of the directors’

duty of loyalty for acts or omissions not in good faith or which involve

intentional misconduct or knowing violations

of law, for any improper

declaration of dividends or for any transaction from which the director

derived an improper

personal benefit. Article XI does not eliminate a stockholder’s

right to seek non-monetary,

equitable remedies, such

as an injunction or rescission, to redress an action taken by the directors.

However, as a practical matter,

equitable

remedies may not be available in all situations, and there may be

instances in which no effective remedy is available.

The Registrant maintains directors’ and officers’ liability insurance

policies. The registrant has entered into contracts

with its directors and executive officers providing for indemnification

of the registrant’s officers

and directors to the

fullest extent permitted by applicable law.

Item 16. Exhibits.

Exhibit

No.

Description

1(a)

Form of Underwriting Agreement relating to common stock.*

1(b)

Form of Underwriting Agreement relating to preferred stock.*

1(c)

Form of Underwriting Agreement relating to debt securities.*

3(a)(1)

Certificate of Incorporation of Core Molding Technologies,

Inc. as filed with the Secretary of State of Delaware

on October 8, 1996 (incorporated by reference to Exhibit 4(a)

to the Registrant’s Registration

Statement on

Form S-8 (Registration No. 333-29203)).

3(a)(2)

Certificate of Amendment of Certificate of Incorporation of

Core Molding Technologies,

Inc. as filed with the

Secretary of State of Delaware on November 6, 1996 (incorporated

by reference to the Exhibit 4(b) to the

Registrant’s Registration Statement

on Form S-8 (Registration No. 333-29203)).

3(a)(3)

Certificate of Amendment of Certificate of Incorporation as

filed with the Secretary of State of Delaware on

August 28, 2002 (incorporated by reference to Exhibit 3(a)(4)

to the Registrant’s Quarterly Report

on Form 10-

Q for the quarter ended September 30, 2002).

3(a)(4)

3(a)(5)

Certificate of Designation, Preferences and Rights of Series A Junior

Participating Preferred Stock as filed with

the Secretary of State of Delaware on July 18, 2007 (incorporated

by reference to Exhibit 3.1 to the Registrant’s

Current Report on Form 8-K filed July 19, 2007).

Certificate of Elimination of Series A Junior Participating Preferred

Stock, as filed with the Secretary of State of

the State of Delaware on April 2, 2015 (incorporated by reference

to Exhibit 3(a)(5) to the Registrant’s

Current

Report on Form 8-K filed April 2, 2015).

3(b)

Amended and Restated By-Laws of Core Molding Technologies,

Inc. (incorporated by reference to Exhibit 3.1

to the Registrant’s Current Report

on Form 8-K filed January 4, 2008).

3(b)(1)

Amendment No. 1 to the Amended and Restated By-Laws of Core

Molding Technologies,

Inc. (incorporated by

reference to Exhibit 3.1 to the Registrant’s

Current Report on Form 8-K filed December 17, 2013).

3(c)

Certificate of Designation, Preferences and Rights of Series B

Junior Participating Preferred Stock (incorporated

by reference to Exhibit 3.1 to the Registrant’s

Current Report on Form 8-K filed April 22, 2020).

4(a)

Form of Indenture relating to debt securities.

4(b)

Form of supplemental indenture or other instrument establishing the

issuance of one or more series of senior

debt securities or subordinated debt securities (including the form

of such debt security). *

4(c)

Form of Warrant Agreement

and Warrant

Certificate.*

4(d)

Form of Rights Agreement and Rights Certificate.*

4(e)

Form of Unit Agreement.*

4(f)

Form of Deposit Agreement. *

4(g)

Certificate of Designation of Preferred Stock. *

4(h)

Stockholder Rights Agreement dated as of July 18, 2007,

between Core Molding Technologies,

Inc. and

American Stock Transfer & Trust

Company (incorporated by reference to Exhibit 4.1 to

the Registrant’s Current

Report Form 8-K filed July 19, 2007).

4(i)

Rights Agreement, dated as of April 21, 2020, by and between Core Molding

Technologies,

Inc. and American

Stock Transfer & Trust

Company, as Rights Agent (incorporated

by reference to Exhibit 4.1 to the Registrant’s

Current Report Form 8-K filed April 21, 2020).

5(a)

Opinion of Squire Patton Boggs (US) LLP

23(a)

Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5(a)).

23(b)

Consent of Crowe LLP.

24(a)

Power of Attorney.

25(a)

Form T-1 Statement of Eligibility of the trustee for the debt securities.**

* To

be filed by amendment or pursuant to a report to be

filed pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934, if applicable, and incorporated herein

by reference.

** To

be filed by amendment pursuant to Section 305(b)(2) of the Trust Indenture of Act of 1939,

applicable.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To

file, during

any period

in which

offers or

sales are

being made,

a post-

effective amendment to this registration statement:

(i) To include any prospectus

required by section

10(a)(3) of the

Securities

Act of 1933;

(ii) To

reflect in

the prospectus

any facts

or events

arising after

the

effective date of the registration statement (or the most recent post-

effective amendment

thereof) which,

individually or

in the

aggregate,

represent a fundamental

change in the

information set forth

in the

registration statement.

Notwithstanding the

foregoing, any

increase or

decrease in volume of securities offered (if

the total dollar value of

securities offered

would not

exceed that

which was registered)

and any

deviation from the

low or

high end

of the

estimated maximum offering

range may

be reflected

in the

form of

prospectus filed

with the

Commission pursuant to

Rule 424(b) if,

in the aggregate,

the changes in

volume and price represent no

more than a 20% change

in the maximum

aggregate offering price set forth in the “Calculation of Registration Fee”

table in the effective registration statement.

(iii) To

include any

material information

with respect

to the

plan of

distribution not previously

disclosed in the

registration statement or

any

material change to such information in the registration statement;

Provided, however, that:

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if

the registration

statement is on Form S-8, and the information required to be

included in a post-effective

amendment by those paragraphs is contained in reports filed

with or furnished to the

Commission by the registrant pursuant to section 13 or

section 15(d) of the Securities

Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated

by reference in

the registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section

do not apply if the

registration statement is on Form S-3 or Form F-3 and the information

required to be

included in a post-effective amendment by those paragraphs

is contained in reports filed

with or furnished to the Commission by the registrant pursuant to section

13 or section

15(d) of the Securities Exchange Act of 1934 that are incorporated

by reference in the

registration statement, or is contained in a form of prospectus

filed pursuant to Rule

424(b) that is part of the registration statement.

(C)

Provided further,

however

, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the

registration statement is for an offering of asset

-backed securities on Form S-1 or

Form S-3, and the information required to be included in a post-effective

amendment is

provided pursuant to Item 1100(c)

of Regulation AB.

(2) That, for the purpose

of determining any liability

under the Securities Act

of 1933 each

such post-effective amendment shall be

deemed to be a new

registration statement relating

to the securities

offered therein, and

the offering of

such securities at

that time shall

deemed to be the initial bona fide offering thereof.

(3) To

remove from

registration by

means of

a post-effective

amendment any

of the

securities being registered which remain unsold at the termination of the offering.

(4) That, for the

purpose of determining liability

under the Securities Act

of 1933 to any

purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)

shall be deemed to

be part of the registration statement as of the date the filed prospectus

was deemed part of

and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),

(b)(5), or (b)(7) as

part of a registration statement in reliance on Rule 430B

relating to an offering made

pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing

the information

required by section 10(a) of the Securities Act of 1933 shall be deemed to

be part of and

included in the registration statement as of the earlier of the date

such form of prospectus

is first used after effectiveness or the date of the first

contract of sale of securities in the

offering described in the prospectus. As provided

in Rule 430B, for liability purposes of

the issuer and any person that is at that date an underwriter,

such date shall be deemed to

be a new effective date of the registration statement relating

to the securities in the

registration statement to which that prospectus relates, and the offering

of such securities

at that time shall be deemed to be the initial bona fide offering

thereof.

Provided,

however

, that no statement made in a registration statement or

prospectus that is part of

the registration statement or made in a document incorporated

or deemed incorporated by

reference into the registration statement or prospectus that is part

of the registration

statement will, as to a purchaser with a time of contract of sale

prior to such effective

date, supersede or modify any statement that was made in the

registration statement or

prospectus that was part of the registration statement or made in any such

document

immediately prior to such effective date; or

(ii) If the registrant

is subject to Rule

430C, each prospectus

filed pursuant

to Rule 424(b)

as part of

a registration statement

relating to an

offering,

other than

registration statements

relying on

Rule 430B

or other

than

prospectuses filed in reliance on Rule 430A,

shall be deemed to be part of

and included in the

registration statement as of

the date it is

first used after

effectiveness.

Provided, however

, that no statement made in a

registration

statement or prospectus

that is part

of the registration statement

or made

in a document incorporated or deemed incorporated by reference

into the

registration statement

or prospectus

that is

part of

the registration

statement will, as

to a

purchaser with a

time of contract

of sale prior

such first

use, supersede or

modify any statement

that was made

in the

registration statement or prospectus that was part

of the registration

statement or made

in any such

document immediately prior

to such date

of first use.

(5) That, for the purpose of determining liability of the registrant under the

Securities Act

of 1933 to any purchaser in the initial distribution of the securities:

The undersigned

registrant undertakes

that in

a primary

offering of

securities of

the

undersigned registrant pursuant to this registration statement, regardless of the

underwriting method used

to sell the securities

to the purchaser, if

the securities are

offered

or sold to

such purchaser by means

of any of the

following communications, the

undersigned registrant will be

a seller to the

purchaser and will be

considered to offer

sell such securities to such purchaser:

(i) Any preliminary prospectus

or prospectus of the

undersigned registrant

relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or

behalf of

the undersigned registrant

or used

or referred to

by the

undersigned registrant;

(iii) The

portion of

any other

free writing

prospectus relating

to the

offering containing material information about the undersigned registrant

or its securities provided

by or on

behalf of the

undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the

undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes

of determining any liability under the

Securities Act of 1933, each filing of the registrant’s

annual report pursuant to section 13(a) or section

15(d) of the Securities Exchange Act of 1934 (and, where applicable,

each filing of an employee benefit

plan’s annual report pursuant to

section 15(d) of the Securities Exchange Act of 1934) that is incorporated

by reference in the registration statement shall be deemed to be

a new registration statement relating to the

securities offered therein, and the offering of such

securities at that time shall be deemed to be the initial

bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the

Securities Act of 1933 may be permitted to

directors, officers and controlling persons of the registrant pursuant

to the foregoing provisions, or

otherwise, the registrant has been advised that in the opinion of the Securities

and Exchange Commission

such indemnification is against public policy as expressed in the Act and

is, therefore, unenforceable. In the

event that a claim for indemnification against such liabilities

(other than the payment by the registrant of

expenses incurred or paid by a director,

officer or controlling person of the registrant in the successful

defense of any action, suit or proceeding) is asserted by such director,

officer or controlling person in

connection with the securities being registered, the registrant

will, unless in the opinion of its counsel the

matter has been settled by controlling precedent, submit to a

court of appropriate jurisdiction the question

whether such indemnification by it is against public policy as expressed

in the Act and will be governed by

the final adjudication of such issue.

(8) The undersigned registrant hereby undertakes to file an application

for the purpose of determining the

eligibility of the trustee to act under subsection (a) of section 310

of the Trust Indenture Act (“Act”) in

accordance with the rules and regulations prescribed by the Commission

under section 305(b)(2) of the

Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,

the Registrant certifies that it has reasonable

grounds to believe that it meets all of the requirements for filing on Form S

-3 and has duly caused this Registration

Statement on Form S-3 to be signed on its behalf by the undersigned,

thereunto duly authorized in the city of

Columbus, State of Ohio, on December 11,

2020.

CORE MOLDING TECHNOLOGIES, INC.

By:

/s/ David L. Duvall

David L. Duvall

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,

this Registration Statement on Form S-3 has

been signed on December 11, 2020

by the following persons in the capacities and on the dates indicated.

Signature

Title

/s/ David L. Duvall

David L. Duvall

President, Chief Executive Officer and Director

/s/ John P.

Zimmer

John P.

Zimmer

Chief Financial Officer

Thomas R. Cellitti

Chairman of the Board of Directors

James Crowley

Director

Ralph O. Hellmold

Director

Matt Jauchius

Director

Sandra L. Kowaleski

Director

Andrew O. Smith

Director

By:

/s/ John P.

Zimmer

John P.

Zimmer

Attorney-in-Fact

Core Molding (CMT) S-3Shelf registration