As filed with the Securities and Exchange Commissionon September 14, 2022

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST WAVE BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

777 Yamato Road, Suite 502

Boca Raton, Florida 33431

(561) 589-7020

(Address, including zip code, and telephone number,

including area code, of registrant’s principalexecutive offices)

James Sapirstein, President, Chief ExecutiveOfficer and Chairman

First Wave BioPharma, Inc.

777 Yamato Road, Suite 502

Boca Raton, Florida 33431

(561) 589-7020

(Name, address, including zip code, and telephonenumber,

including area code, of agent for service)

Copies to

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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

Ifthis 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 statementfor the same offering.  ¨

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

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

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

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

The Registrant herebyamends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall filea further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) ofthe Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, actingpursuant to said Section 8(a), may determine.

The information in this preliminaryprospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor is it a solicitation ofoffers to buy these securities, in any state where the offer or sale is not permitted.

Up to $12,000,000

Up to        Shares of Common Stock

Pre-Funded Warrants to Purchase up to        Sharesof Common Stock

Common Warrants to Purchase up to         Shares ofCommon Stock

Shares of Common Stock underlying the Pre-FundedWarrants and Common Warrants

We are offering     sharesof common stock, together with common warrants to purchase     shares of common stock at an assumed combined publicoffering price of $     per share and common warrant, which is equal to the last reported sale price per shareof our common stock on The Nasdaq Capital Market, on            , 2022 (andthe shares issuable from time to time upon exercise of the common warrants) pursuant to this prospectus. The shares of common stock andcommon warrant will be separately issued, but the shares of common stock and common warrants will be issued to purchasers in the ratioof one-to-one. Each common warrant will have an exercise price of $      per share, will be exercisableupon issuance and will expire     years from the date of issuance.

We are also offering     pre-fundedwarrants to those purchasers, whose purchase of shares of common stock in this offering would result in the purchaser, together with itsaffiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstandingcommon stock following the consummation of this offering in lieu of the shares of our common stock that would result in ownership in excessof 4.99% (or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of common stock at anexercise price of $0.0001 per share. Each pre-funded warrant is being issued together with the same common warrant described above beingissued with each share common stock. The assumed combined public offering price for each such pre-funded warrant, together with the commonwarrant, is $    which is equal to the last reported sale price of our common stock on The Nasdaq Capital Market on            , 2022 less the $0.0001 per share exercise price of each such pre-fundedwarrant. Each pre-funded warrant will be exercisable upon issuance and will expire when exercised in full. The pre-funded warrants andcommon warrants are immediately separable and will be issued separately in this offering.

There is no established public trading marketfor the pre-funded warrants or common warrants, and we do not expect a market to develop. We do not intend to apply for listing of thepre-funded warrants or common warrants on any securities exchange or other nationally recognized trading system. Without an active tradingmarket, the liquidity of the pre-funded warrants and common warrants will be limited.

We have engaged H.C. Wainwright & Co.,LLC, or the placement agent, to act as our exclusive placement agent in connection with this offering. The placement agent has agreedto use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasingor selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specificnumber or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below,which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow,trust or similar arrangement. There is no minimum number of shares of common stock or pre-funded warrants or minimum aggregate amountof proceeds that is a condition for this offering to close. We may sell fewer than all of the shares of common stock and pre-funded warrantsoffered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receivea refund if we do not sell all of the securities offered hereby. Because there is no escrow account and no minimum number of securitiesor amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds inthis offering to adequately fund the intended uses of the proceeds as described in this prospectus. We will bear all costs associatedwith the offering. See “Plan of Distribution” on page 21 of this prospectus for more information regarding these arrangements.

Our common stock is listed on The Nasdaq CapitalMarket under the symbol “FWBI.” On            , 2022, the lastreported sale price of our common stock on The Nasdaq Capital Market was $     per share. All share, common warrant,and pre-funded warrant numbers are based on an assumed combined public offering price of $     per share or pre-fundedwarrant, as applicable, and common warrant.

Effective as of 12:01 am Eastern Time on August26, 2022, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issuedand outstanding shares of our common stock, at a ratio of one share for thirty shares (the “Reverse Stock Split”). All shareand per share prices in this prospectus have been adjusted to reflect the Reverse Stock Split. However, common stock share and per shareamounts in certain of the documents incorporated by reference herein have not been adjusted to give effect to the Reverse Stock Split.

The actual combined public offering price pershare and common warrant and the actual combined public offering price per pre-funded warrant and common warrant will be determined betweenus and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our commonstock.

You should read this prospectus, together withadditional information described under the headings “Information Incorporated by Reference” and “Where You Can FindMore Information,” carefully before you invest in any of our securities.

Investing in our securities involves a highdegree of risk. See the section entitled “Risk Factors” beginning on page 8 of this prospectus and in the documents incorporatedby reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

(1) Includes a cash fee of 7.0% of the grossproceeds of this offering. We have also agreed to issue to the placement agent (or its designees) warrants to purchase shares of commonstock as described under “Plan of Distribution” on page 21 of this prospectus and pay the placement agent a reimbursementfor non-accountable expenses equal to $25,000, a reimbursement for legal fees and expenses of the placement agent in the amount of $150,000and $15,950 for clearing fees. See “Plan of Distribution” for additional information about the compensation payable to theplacement agent.

(2) We estimate the total expenses of thisoffering payable by us, excluding the placement agent fee, will be approximately $    .

The delivery of the shares of common stock andany pre-funded warrants and common warrants to purchasers is expected to be made on or about      ,2022.

Neither the Securities and Exchange Commissionnor 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.

H.C. Wainwright &Co.

The date of thisprospectus is      , 2022.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We incorporate by reference important informationinto this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “WhereYou Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporationof Certain Information by Reference,” before deciding to invest in our securities.

We have not, and the placement agent hasnot, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or inany free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer tosell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. Theinformation contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless ofits time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may havechanged since that date.

The information incorporated by reference or providedin this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the marketsin which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publicationsand research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they havebeen obtained from sources believed to be reliable. While we believe our internal company research is reliable and the definitions ofour market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.

For investors outside the United States: We havenot, and the placement agent has not, done anything that would permit this offering or possession or distribution of this prospectus inany jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who comeinto possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securitiesand the distribution of this prospectus outside the United States.

Thisprospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks belongingto other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporatedby reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ®or TM symbols, but such references are not intended to indicate, in any way, that we will not assert,to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. Wedo not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorshipof us by, any other company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and anydocuments we incorporate by reference, contain certain forward-looking statements that involve substantial risks and uncertainties. Allstatements contained in this prospectus and any documents we incorporate by reference, other than statements of historical facts, areforward-looking statements including statements regarding our strategy, future operations, future financial position, future revenue,projected costs, prospects, plans, objectives of management and expected market growth. These statements involve known and unknown risks,uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different fromany future results, performance or achievements expressed or implied by the forward-looking statements.

The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statementscontain these identifying words. These forward-looking statements include, among other things, statements about:

These forward-looking statementsare only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements,so you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largelyon our current expectations and projections about future events and trends that we believe may affect our business, financial conditionand operating results. We have included important factors in the cautionary statements included in this prospectus that could cause actualfuture results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do notreflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this prospectuswith the understanding that our actual future results may be materially different from what we expect. We do not assume any obligationto update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicablelaw.

The Offering

The above discussion is based on 2,307,008 sharesof our common stock outstanding as of September 9, 2022 and excludes up to:

Except as otherwise indicated, the informationin this prospectus supplement gives effect to the 1-for-30 Reverse Stock Split of our common stock, effected on August 26, 2022, and assumes(i) no exercise of the Placement Agent Warrants and (ii) no exercise of options or exercise of warrants and no conversion of any sharesof preferred stock described above.

RISK FACTORS

Aninvestment in our securities involves a high degree of risk. Before deciding whether to purchase our securities, including the sharesof common stock offered by this prospectus, you should carefully consider the risks and uncertainties described under “Risk Factors”in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,any subsequent Quarterly Report on Form 10-Q and our other filings with the SEC, all of which are incorporated by reference herein.If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affectedand we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment.Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.If any of these risks occur, our business, results of operations or financial condition and prospects could be harmed. In that event,the market price of our common stock and the value of the warrants could decline, and you could lose all or part of your investment.

Risks Related to This Offering

Our failure to maintain compliance withNasdaq’s continued listing requirements could result in the delisting of our Common Stock.

Ourcommon stock is currently listed for trading on The Nasdaq Capital Market. We must satisfy the continued listing requirements of Nasdaq,to maintain the listing of our common stock on The Nasdaq Capital Market.

OnNovember 26, 2021, we received notice from the Staff of Nasdaq indicating that we were not in compliance with the $2.5 million minimumstockholders’ equity requirement for continued listing of our common stock on Nasdaq, as set forth in Nasdaq Listing Rule 5550(b)(1).In that regard, we reported a stockholders’ deficit of $(6,969,988) in our Quarterly Report on Form 10-Q for the period endedSeptember 30, 2021 (we did not then, and do not now, meet the alternative compliance standards relating to the market value of listedsecurities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two ofthe last three most recently completed fiscal years).

OnJanuary 10, 2022, we submitted a plan to the Staff to regain compliance with the Minimum Stockholders’ Equity Rule andon February 15, 2022, the Listing Qualifications Staff notified us that Nasdaq had granted us an extension through May 25, 2022,to regain compliance (this represented the maximum extension period available to the Staff under the Nasdaq Listing Rules). On May 26,2022, we received a letter from the Staff indicating that, based upon our continued non-compliance with the Minimum Stockholders’Equity Rule, the Staff had determined to delist the Company’s securities from Nasdaq unless we timely requested a hearing beforethe Panel.

Additionally, on May 16,2022, we received notice from the Staff indicating that, based upon the closing bid price of our common stock for the prior 30 consecutivebusiness days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listingon Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2). We have 180 days from May 16, 2022, or through November 14,2022, to regain compliance with the Bid Price Rule. We regained compliance with the Bid Price Rule as of September 9, 2022 due to theReverse Stock Split. No assurance can be given that we will be able to remain in compliance with the Bid Price Rule.

Wetimely requested a hearing before the Panel. Following the hearing, on July 11, 2022 the Panel granted our request for continuedlisting of our common stock.

The Exception is subjectto a number of significant conditions that must be satisfied on or before specific deadlines set forth in the Exception, including thecompletion of a significant equity financing on terms described in the Exception. The final term of the Exception expires on November 22,2022.

Pursuantto the Exception, we are required to provide the Panel with prompt notification of any significant events that occur including any eventthat may call into question our ability to satisfy the terms of the Exception. The Panel has reserved the right to reconsider the termsof the Exception based on any event, condition or circumstance that exists or develops that would, in the Panel’s opinion, makecontinued listing of our securities on Nasdaq inadvisable or unwarranted.

There can be no assurancethat we will be able to satisfy the conditions set forth in the Exception on a timely basis, if at all, or that we will ultimately regainand sustain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. In the event that we are unableto comply with the terms of the Exception, our common stock may be delisted from Nasdaq.

Ifour common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market establishedfor unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it lessconvenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investorswould likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from tradingin securities not listed on a national exchange or other reasons. In addition, as a delisted security, our common stock would be subjectto SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relatingto penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissionsgenerally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the abilityof investors to trade in our common stock. In addition, delisting would materially and adversely affect our ability to raise capital onterms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employeesand fewer business development opportunities. For these reasons and others, delisting would adversely affect the liquidity, trading volumeand price of our common stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financialcondition and results of operations, including our ability to attract and retain qualified employees and to raise capital.

We have broad discretion in the use of the net proceeds fromthis offering and may not use them effectively.

Our management will have broad discretion in theapplication of the net proceeds, including for any of the purposes described in the section of this prospectus entitled “Use ofProceeds”. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will nothave the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The failureby our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business,cause the price of our securities to decline and delay the development of our product candidates. Pending the application of these funds,we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

You will experience immediate and substantial dilution in thenet tangible book value of the shares you purchase in this offering and may experience additional dilution in the future.

The combined public offering price per shareof common stock and related warrant, and the combined public offering price of each pre-funded warrant and related warrant, will besubstantially higher than the as adjusted net tangible book value per share of our common stock after giving effect to thisoffering. Assuming the sale of      shares of our common stock and warrants to purchase upto      shares of common stock at an assumed combined public offering price of$      per share and related warrant, the closing sale price per share of our common stock onThe Nasdaq Capital Market on      , 2022, assuming no sale of any pre-funded warrants in thisoffering, no exercise of the warrants being offered in this offering and after deducting the placement agent fees and commissionsand estimated offering expenses payable by us, you will incur immediate dilution of approximately$      per share. As a result of the dilution to investors purchasing securities in thisoffering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of theliquidation of our company. See the section entitled “Dilution” below for a more detailed discussion of the dilution youwill incur if you participate in this offering. To the extent shares are issued under outstanding options and warrants at exerciseprices lower than the public offering price of our common stock in this offering, you will incur further dilution.

There is no public market for the commonwarrants or pre-funded warrants being offered by us in this offering.

There is no established public trading market forthe common warrants or the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply to listthe common warrants or pre-funded warrants on any national securities exchange or other nationally recognized trading system. Withoutan active market, the liquidity of the common warrants and pre-funded warrants will be limited.

The common warrants and pre-funded warrantsare speculative in nature.

The common warrants and pre-funded warrants offeredhereby do not confer any rights of share of common stock ownership on their holders, such as voting rights or the right to receive dividends,but rather merely represent the right to acquire shares of common stock at a fixed price. Specifically, commencing on the date of issuance,holders of the common warrants may acquire the shares of common stock issuable upon exercise of such warrants at an exercise price of$       per share of common stock, and holders of the pre-funded warrants may acquire the shares ofcommon stock issuable upon exercise of such warrants at an exercise price of $0.0001 per share of common stock. Moreover, following thisoffering, the market value of the common warrants and pre-funded warrants is uncertain and there can be no assurance that the market valueof the common warrants or pre-funded warrants will equal or exceed their respective public offering prices. There can be no assurancethat the market price of the shares of common stock will ever equal or exceed the exercise price of the common warrants or pre-fundedwarrants, and consequently, whether it will ever be profitable for holders of common warrants to exercise the common warrants or for holdersof the pre-funded warrants to exercise the pre-funded warrants.

Holders of the warrants offered hereby willhave no rights as common stockholders with respect to the shares our common stock underlying the warrants until such holders exercisetheir warrants and acquire our common stock, except as otherwise provided in the warrants.

Until holders of the common warrants and the pre-fundedwarrants acquire shares of our common stock upon exercise thereof, such holders will have no rights with respect to the shares of ourcommon stock underlying such warrants, except to the extent that holders of such warrants will have certain rights to participate in distributionsor dividends paid on our common stock as set forth in the warrants. Upon exercise of the common warrants and the pre-funded warrants,the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs afterthe exercise date.

This is a best efforts offering, no minimumamount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans,including our near-term business plans.

The placement agent has agreed to use its reasonablebest efforts to solicit offers to purchase the securities in this offering. The placement agent has no obligation to buy any of the securitiesfrom us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimumnumber of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount requiredas a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presentlydeterminable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offeredhereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refundin the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continuedoperations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raiseadditional funds, which may not be available or available on terms acceptable to us.

USE OF PROCEEDS

We estimate that the net proceeds from the offeringwill be approximately $      million, assuming a combined public offering price per share of commonstock and accompanying common warrant of $     , the closing price per share of our common stock on The NasdaqCapital Market on           , 2022, after deducting the placement agent feesand estimated offering expenses payable by us, assuming no sale of any fixed combinations of pre-funded warrants and warrants offeredhereunder. If the common warrants are exercised in full for cash, the estimated net proceeds will increase to $       . However, because this is a best efforts offering and there is no minimum offering amount required as a condition to the closing of thisoffering, the actual offering amount, the placement agent’s fees and net proceeds to us are not presently determinable and may besubstantially less than the maximum amounts set forth on the cover page of this prospectus.

We currently intend to use $2.0 million of thenet proceeds from this offering to make the Third Payment owed to the former stockholders of FWB under the FWB Settlement. The remainingnet proceeds from this offering will be used for working capital and general corporate purposes, including the further development ofour product candidates. This expected use of proceeds from this offering represents our intentions based upon our current plans and prevailingbusiness conditions, which could change in the future as our plans and prevailing business conditions evolve. The amounts and timing ofour use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations. As aresult, we will retain broad discretion in the allocation of the net proceeds of this offering.

DILUTION

If you invest in our securities in this offering,your interest will be diluted immediately to the extent of the difference between the public offering price paid by the purchasers ofthe shares of common stock and warrants sold in this offering and the as-adjusted net tangible book value per shares of common stock afterthis offering.

The net tangible book value (deficit) of our commonstock as of June 30, 2022, was approximately $(15.9 million), or approximately $(21.0738) per share of common stock. Net tangiblebook value (deficit) per share represents the amount of our total tangible assets less total liabilities divided by the total number ofour shares of common stock outstanding as of June 30, 2022.

After giving effect to the sale by us in this offeringof      shares of common stock,      pre-funded warrants and warrantsat a price per share and related warrant of $      , and assuming the exercise in full of pre-fundedwarrants issued in this offering, our as adjusted net tangible book value as of June 30, 2022 would have been approximately $      million,or approximately $      per share of common stock. This represents an immediate increase in net tangiblebook value of approximately $      per share of common stock to our existing security holders andan immediate dilution in as adjusted net tangible book value of approximately $      per share ofcommon stock to purchasers of common stock in this offering, as illustrated by the following table:

Each $0.10 increase or decrease in the assumedcombined public offering price of $      per share and accompanying common warrant, which was thelast reported sale price of our common stock on The Nasdaq Capital Market on      , 2022, would increaseor decrease the as adjusted net tangible book value per share by $      per share and the dilutionper share to investors participating in this offering by $      per share, assuming that the numberof shares and accompanying common warrants offered by us, as set forth on the cover page of this prospectus, remains the same andafter deducting the placement agent fees and commissions and estimated offering expenses payable by us, and excluding the proceeds, ifany, from the exercise of the common warrants issued in this offering.

We may also increase or decrease the number ofshares we are offering. A      million share increase in the number of shares and accompanying commonwarrants offered by us, as set forth on the cover page of this prospectus, would increase the as adjusted net tangible book valueper share by approximately $      and decrease the dilution per share to new investors participatingin this offering by approximately $      , based on an assumed combined public offering price of $      pershare and accompanying common warrant, which was the last reported sale price of our common stock on The Nasdaq Capital Market on      ,2022, remaining the same and after deducting estimated offering expenses payable by us, and excluding the proceeds, if any, from the exerciseof the common warrants issued in this offering. A $0.10 share decrease in the number of shares and accompanying common warrants offeredby us, as set forth on the cover page of this prospectus, would decrease the as adjusted net tangible book value per share afterthis offering by approximately $      and increase the dilution per share to new investors participatingin this offering by approximately $      , based on an assumed combined public offering price of $      pershare and accompanying common warrant, which was the last reported sale price of our common stock on The Nasdaq Capital Market on      ,2022, remaining the same and after deducting the placement agent fees and commissions and estimated offering expenses payable by us, andexcluding the proceeds, if any, from the exercise of the common warrants issued in this offering.

The table and discussion above are based on 756,660shares of common stock outstanding as of June 30, 2022, and excludes:

The information discussed above is illustrativeonly and will adjust based on the actual public offering price, the actual number of shares and common warrants that we offer in thisoffering, and other terms of this offering determined at pricing. Except as indicated otherwise, the discussion and table above assumes(i) no sale of pre-funded warrants, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-onebasis, and (ii) no exercise of common warrants accompanying the shares of common stock sold in this offering

DESCRIPTION OF CAPITAL STOCK

Thefollowing summary of the rights of our capital stock is not complete and is subject to and qualified in its entirety by reference toour Charter and Bylaws, copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A, filed with the SEC on May 10, 2022, and the Certificate of Designations and forms of securities, copies of whichare filed as exhibits to the registration statement of which this prospectus forms a part , which are incorporated by reference herein.

General

Our authorized capital stock consists of:

As of September 9,2022, there were 50,000,000 shares of Common Stock authorized, and 10,000,000 shares of preferred stock authorized, of which a seriesof 5,194.81 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), a series of 75,000shares of Series C 9.00% Convertible Junior Preferred Stock (the “Series C Preferred Stock”), a series of 150 sharesof Series D Preferred Stock and a series of 150 shares of Series E Preferred Stock have been designated.

As of September 9, 2022, there were 2,307,008shares of Common Stock issued and outstanding, approximately 631.34 shares of Series B Preferred Stock issued and outstanding, 0shares of Series C Preferred Stock issued and outstanding. 0 shares of Series D Preferred Stock issued and outstanding and 0shares of Series E Preferred Stock issued and outstanding.

The additional shares ofour authorized capital stock available for issuance may be issued at times and under circumstances so as to have a dilutive effect onearnings per share and on the equity ownership of the holders of our common stock. The ability of our board of directors to issue additionalshares of stock could enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation but couldalso be used by the board to make a change of control more difficult, thereby denying stockholders the potential to sell their sharesat a premium and entrenching current management. The following description is a summary of the material provisions of our capital stock.You should refer to our certificate of incorporation, as amended (the “Charter”), and our bylaws, as amended and restated(the “Bylaws”), both of which are on file with the SEC as exhibits to previous SEC filings, for additional information. Thesummary below is qualified by provisions of applicable law.

Common Stock

Holders of our common stockare entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent pursuantto written consent). Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote.Our Charter and Bylaws do not provide for cumulative voting rights.

Holders of our common stockare entitled to receive, ratably, dividends only if, when and as declared by our board of directors out of funds legally available thereforand after provision is made for each class of capital stock having preference over the common stock.

In the event of our liquidation,dissolution or winding-up, the holders of common stock are entitled to share, ratably, in all assets remaining available for distributionafter payment of all liabilities and after provision is made for each class of capital stock having preference over the common stock.

Holders of our common stockhave no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the commonstock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rightsof the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Transfer Agent

The transfer agent and registrarfor our common stock is Colonial Stock Transfer Co., Inc., 7840 S. 700 E., Sandy, Utah 84070, Tel: (801) 355-5740.

Preferred Stock

We currently have up to 10,000,000 shares of preferredstock, par value $0.0001 per share, authorized and available for issuance in one or more series. Our board of directors is authorizedto divide the preferred stock into any number of series, fix the designation and number of each such series, and determine or change thedesignation, relative rights, preferences, and limitations of any series of preferred stock. The board of may increase or decrease thenumber of shares initially fixed for any series, but no decrease may reduce the number below the shares then outstanding and duly reservedfor issuance. As of September 9, 2022, approximately 5,194.81 shares were designated as Series B Preferred Stock, of which approximately631.34 shares were issued and outstanding, 75,000 shares were designated as Series C Preferred Stock, of which none were issued andoutstanding, 150 shares were designated as Series D Preferred Stock, of which none were issued and outstanding and 150 shares weredesignated as Series E Preferred Stock, of which none were issued and outstanding.

Transfer Agent and Registrar for Preferred Stock

The transfer agent and registrarfor any series or class of preferred stock will be set forth in each applicable prospectus supplement.

Anti-Takeover Effects of Certain Provisions of Delaware Law andof Our Charter and Bylaws

Certain provisions of Delawarelaw, our Charter and Bylaws discussed below may have the effect of making more difficult or discouraging a tender offer, proxy contestor other takeover attempt. These provisions are expected to encourage persons seeking to acquire control of our company to first negotiatewith our Board of Directors. We believe that the benefits of increasing our ability to negotiate with the proponent of an unfriendlyor unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging these proposals because negotiationof these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Law.

We are subject to Section 203of the Delaware General Corporation Law (the “DGCL”). Section 203 generally prohibits a public Delaware corporationfrom engaging in a “business combination” with an “interested stockholder” for a period of three years afterthe date of the transaction in which the person became an interested stockholder, unless:

Section 203 defines a “business combination”to include:

In general, Section 203 defines an “interestedstockholder” as any person that is:

Under specific circumstances,Section 203 makes it more difficult for an “interested stockholder” to effect various business combinations with a corporationfor a three-year period, although the stockholders may, by adopting an amendment to the corporation’s certificate of incorporationor bylaws, elect not to be governed by this section, effective 12 months after adoption.

Our Charter and Bylaws donot exclude us from the restrictions of Section 203. We anticipate that the provisions of Section 203 might encourage companiesinterested in acquiring us to negotiate in advance with our Board of Directors since the stockholder approval requirement would be avoidedif a majority of the directors then in office approve either the business combination or the transaction that resulted in the stockholderbecoming an interested stockholder.

Charter and Bylaws.

Provisions of our Charterand Bylaws may delay or discourage transactions involving an actual or potential change of control or change in our management, includingtransactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwisedeem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Stockholder Action by Written Consent

Our Bylaws provide thatour stockholders may take action by written consent or electronic transmission, setting forth the action so taken, signed or e-mailedby the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take suchaction at a meeting for such purpose.

Potential Effects of Authorized but Unissued Stock

We have shares of commonstock and preferred stock available for future issuance without stockholder approval. We may utilize these additional shares for a varietyof corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or paymentas a dividend on the capital stock.

The existence ofunissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly tocurrent management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt toobtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of ourmanagement. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges andrestrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of eachseries of preferred stock, all to the fullest extent permissible under the DGCL and subject to any limitations set forth in ourCharter. The purpose of authorizing the board of directors to issue preferred stock and to determine the rights and preferencesapplicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance ofpreferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporatepurposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party fromacquiring, a majority of our outstanding voting stock.

DESCRIPTION OF SECURITIES WE ARE OFFERING

We are offering      sharesof our common stock and warrants to purchase up to      shares of common stock. We are also offering      pre-fundedwarrants to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with itsaffiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstandingshares of common stock following the consummation of this offering in lieu of the shares of common stocks that would result in such excessownership. Each pre-funded warrant will be exercisable for one share of common stock. No warrant for fractional shares of common stockwill be issued, rather warrants will be issued only for whole shares of common stock. We are also registering the shares of common stockissuable from time to time upon exercise of the pre-funded warrants and warrants offered hereby.

Common Stock

The material terms and provisions of our commonstock are described under the caption “Description of Capital Stock” in this prospectus and are incorporated herein by reference.

Warrants

The following is a summary of certain terms andprovisions of the warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisionsof the warrant, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Prospectiveinvestors should carefully review the terms and provisions of the form of warrant for a complete description of the terms and conditionsof the warrants.

Duration and Exercise Price

Each warrant offered hereby will have an exerciseprice equal to $     . The warrants will be immediately exercisable and may be exercised until               . The exerciseprice and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,stock splits, reorganizations or similar events affecting our common stock and the exercise price. The warrants will be issued separatelyfrom the common stock or pre-funded warrants, respectively, and may be transferred separately immediately thereafter. The warrants willbe issued in certificated form only.

Exercisability

The warrants will be exercisable, at the optionof each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the numberof shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (togetherwith its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99%of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us,the holder may increase the amount of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the numberof shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determinedin accordance with the terms of the warrants. On the termination date, the warrant shall be automatically exercised via cashless exercise.

Cashless Exercise

If, at the time a holder exercises its warrants,a registration statement registering the issuance or resale of the shares of common stock underlying the warrants under the SecuritiesAct is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplatedto be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise(either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the warrant.

Fundamental Transactions

In the event of any fundamental transaction, asdescribed in the warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets,tender offer or exchange offer, or reclassification of our common stock, then upon any subsequent exercise of a warrant, the holder willhave the right to receive as alternative consideration, for each share of our common stock that would have been issuable upon such exerciseimmediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or acquiringcorporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result ofsuch transaction by a holder of the number of shares of our common stock for which the warrant is exercisable immediately prior to suchevent. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the warrants have the right to requireus or a successor entity to redeem the warrants for cash in the amount of the Black-Scholes Value (as defined in each warrant) of theunexercised portion of the warrants concurrently with or within 30 days following the consummation of a fundamental transaction.

However, in the event of a fundamental transactionwhich is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the warrantswill only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction thesame type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the warrantthat is being offered and paid to the holders of our common stock in connection with the fundamental transaction, whether that considerationis in the form of cash, stock or any combination of cash and stock, or whether the holders of our common stock are given the choice toreceive alternative forms of consideration in connection with the fundamental transaction.

Transferability

Subject to applicable laws, a warrant may be transferredat the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer.

Fractional Shares

No fractional shares of common stock will be issuedupon the exercise of the warrants. Rather, the number of shares of common stock to be issued will, at our election, either be roundedup to the next whole share or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multipliedby the exercise price.

Trading Market

There is no established trading market for thewarrants, and we do not expect an active trading market to develop. We do not intend to apply to list the warrants on any securitiesexchange or other trading market. Without a trading market, the liquidity of the warrants will be extremely limited.

Right as a Stockholder

Except as otherwise provided in the warrants orby virtue of the holder’s ownership of shares of our common stock, such holder of warrants does not have the rights or privilegesof a holder of our common stock, including any voting rights, until such holder exercises such holder’s warrants. The warrants willprovide that the holders of the warrants have the right to participate in distributions or dividends paid on our shares of common stock.

Waivers and Amendments

The warrant may be modified or amended or the provisionsof the warrant waived with our and the holder’s written consent. 

Pre-funded Warrants

The following summary of certain terms and provisionsof the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisionsof the pre-funded warrant, the form of which will be filed as an exhibit to the registration statement of which this prospectus formsa part. Prospective investors should carefully review the terms and provisions of the form of pre-funded warrant for a complete descriptionof the terms and conditions of the pre-funded warrants.

Duration and Exercise Price

Each pre-funded warrant offered hereby will havean initial exercise price per share of common stock equal to $0.0001. The pre-funded warrants will be immediately exercisable and willexpire when exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriateadjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of common stock andthe exercise price. Subject to the rules and regulations of the applicable trading market, we may at any time during the term ofthe pre-funded warrant, subject to the prior written consent of the holders, reduce the then current exercise price to any amount andfor any period of time deemed appropriate by our board of directors.

Exercisability

The pre-funded warrants will be exercisable, atthe option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full forthe number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder(together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than4.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice fromthe holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’spre-funded warrants up to 9.99% of the number of our shares of common stock outstanding immediately after giving effect to the exercise,as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrantsin this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99%of our outstanding shares of common stock.

Cashless Exercise

In lieu of making the cash payment otherwise contemplatedto be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise(either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the pre-funded warrants.

Fractional Shares

No fractional shares of common stock will be issuedupon the exercise of the pre-funded warrants. Rather, at the Company’s election, the number of shares of common stock to be issuedwill be rounded up to the next whole share or the Company will pay a cash adjustment in an amount equal to such fraction multiplied bythe exercise price.

Transferability

Subject to applicable laws, a pre-funded warrantmay be transferred at the option of the holder upon surrender of the pre-funded warrants to us together with the appropriate instrumentsof transfer.

Trading Market

There is no trading market available for the pre-fundedwarrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We donot intend to list the pre-funded warrants on any securities exchange or nationally recognized trading market. Without a trading market,the liquidity of the pre-funded warrants will be extremely limited. The shares of common stock issuable upon exercise of the pre-fundedwarrants are currently traded on The Nasdaq Capital Market.

Right as a Shareholder

Except as otherwise provided in the pre-fundedwarrants or by virtue of such holder’s ownership of shares of common stock, the holders of the pre-funded warrants do not have therights or privileges of holders of our shares of common stock, including any voting rights, until they exercise their pre-funded warrants.The pre-funded warrants will provide that the holders of the pre-funded warrants have the right to participate in distributions or dividendspaid on our shares of common stock.

Fundamental Transaction

In the event of a fundamental transaction, asdescribed in the pre-funded warrants and generally including any reorganization, recapitalization or reclassification of our shares ofcommon stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or mergerwith or into another person, the acquisition of more than 50% of our outstanding shares of common stock, or any person or group becomingthe beneficial owner of 50% of the voting power represented by our outstanding shares of common stock, the holders of the pre-fundedwarrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other propertythat the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction ona net exercise basis

PLAN OF DISTRIBUTION

We engaged H.C. Wainwright & Co., LLC(“H.C. Wainwright” or the “placement agent”) to act as our exclusive placement agent to solicit offers to purchasethe securities offered by this prospectus on a reasonable best efforts basis. H.C. Wainwright is not purchasing or selling any securities,nor are they required to arrange for the purchase and sale of any specific number or dollar amount of securities, other than to use their “reasonable best efforts” to arrange for the sale of the securities by us. Therefore, we may not sell the entire amount ofsecurities being offered. There is no minimum amount of proceeds that is a condition to closing of this offering. The placement agentdoes not guarantee that it will be able to raise new capital in this offering. The terms of this offering were subject to market conditionsand negotiations between us and prospective investors in consultation with the placement agent. The placement agent will have no authorityto bind us. We will enter into a securities purchase agreement directly with the institutional investors, at the investor’s option,who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on thisprospectus in connection with the purchase of our securities in this offering. H.C. Wainwright may engage one or more sub-placement agentsor selected dealers to assist with the offering.

Fees and Expenses

The following table shows the per share and accompanyingwarrant, and per pre-funded and accompanying warrant, and total placement agent fees we will pay in connection with the sale of the securitiesin this offering.

We have agreed to pay the placement agent a totalcash fee equal to 7.0% of the aggregate gross proceeds of this offering. We will also pay the placement agent a non-accountable expenseallowance of $25,000 and will reimburse the placement agent’s legal fees and expenses in an amount up to $150,000. We estimate thetotal offering expenses of this offering that will be payable by us, excluding the placement agent fees and expenses, will be approximately$      million. After deducting the placement agent fees and our estimated offering expenses, we expectthe net proceeds from this offering to be approximately $       million.

Placement Agent Warrants

Additionally, we will issue to the placement agent(or its designees) Placement Agent Warrants to purchase that number of shares of common stock equal to 6.0% of the aggregate number ofshares of common stock and pre-funded warrants placed in this offering. The Placement Agent Warrants shall have a term of five years fromthe commencement of sales in this offering and an exercise price equal to $ (125% of the combined public offering price per share of commonstock and warrant). The Placement Agent Warrants are registered on the registration statement of which this prospectus is a part. Theform of the Placement Agent Warrant will be included as an exhibit to the registration statement of which this prospectus forms a part.

Participation Right

In addition, we have granted participation right to the placementagent pursuant to which it has the right to act as the joint book-running manager, joint-lead placement agent or financial advisor, ifthe Company or its subsidiaries raise capital through a public or private offering of equity or equity-linked securities from January 1,2023 until June 30, 2023.

Tail

We have also agreed to pay the placement agenta tail fee equal to the cash compensation in this offering, if any investor, who was brought over-the-wall or introduced to us by theplacement agent during the term of its engagement, provides us with capital in any public or private offering or other financing or capitalraising transaction during the twelve-month period following expiration or termination of our engagement of the placement agent.

Other Relationships

The placement agent acted as the placementagent in connection with the private placement consummated in July 2022, and as sales agent in connection with sales made underthe ATM Agreement, dated May 26, 2021, for which it has received customary fees and expenses. The placement agent also acted asplacement agent for our February 2022 registered direct offering and received cash compensation and reimbursement of certainexpenses of approximately $848,000 and warrants to purchase up to 12,996 shares of common stock at an exercise price of $51.90 pershare. The placement agent may, from time to time, engage in transactions with or perform services for us in the ordinary course ofits business and may continue to receive compensation from us for such services.

Determination of Offering Price

The combined public offering price per share and common warrant andthe combined public offering price per pre-funded warrant and common warrant we are offering and the exercise prices and other termsof the warrants were negotiated between us and the investors, in consultation with the placement agent based on the trading of our commonstock prior to this offering, among other things. Other factors considered in determining the public offering prices of the securitieswe are offering and the exercise prices and other terms of the warrants include the history and prospects of our company, the stage ofdevelopment of our business, our business plans for the future and the extent to which they have been implemented, an assessment of ourmanagement, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Lock-up Agreements

We and each of our officers and directors have agreed with the placementagent to be subject to a lock-up period of [•] days following the date of this prospectus. This means that, during the applicablelock-up period, we may not offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into,or exercisable or exchangeable for, shares of our common stock subject to certain customary exception such as issuing stock options todirectors, officers, employees and consultants under our existing plans. The placement agent may, in its sole discretion and withoutnotice, waive the terms of any of these lock-up agreements. In addition, we have agreed to not issue any shares of common stock or securitiesexercisable or convertible into shares of common stock for a period of [•] days following the closing date of this offering, subjectto certain exceptions, and to not issue any securities that are subject to a price reset based on trading prices of our common stockor upon a specified or contingent event in the future, or enter into an agreement to issue securities at a future determined price, until[•].

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Colonial StockTransfer Company, Inc.

The Nasdaq Capital Market Listing

Our common stock is currently listed on The Nasdaq Capital Marketunder the symbol “FWBI.” On            , 2022, the reported closingprice per share of our common stock was $       .

Indemnification

We have agreed to indemnify the placement agent against certain liabilities,including certain liabilities arising under the Securities Act, or to contribute to payments that the placement agent may be requiredto make for these liabilities.

Regulation M

The placement agent may be deemed to be an underwriter within themeaning of Section 2(a)(11) of the Securities Act and any fees received by it and any profit realized on the sale of the securitiesby it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. The placement agentwill be required to comply with the requirements of the Securities Act and the Exchange Act of 1934, as amended (the “ExchangeAct”), including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulationsmay limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, the placementagent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase anyof our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act,until they have completed their participation in the distribution.

Electronic Distribution

A prospectus in electronic format may be made available on a websitemaintained by the placement agent and the placement agent may distribute prospectuses electronically. Other than the prospectus in electronicformat, the information on these websites is not part of this prospectus or the registration statement of which this prospectus formsa part, has not been approved and/or endorsed by us or the placement agent and should not be relied upon by investors.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the SEC areincorporated by reference into this prospectus:

We also incorporate by referenceall documents we file pursuant to Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any portions of filings that arefurnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the date of the initial registrationstatement of which this prospectus is a part and prior to effectiveness of such registration statement. All documents we file in thefuture pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to thetermination of the offering are also incorporated by reference and are an important part of this prospectus.

Any statement containedin a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposesof this registration statement to the extent that a statement contained herein or in any other subsequently filed document which alsois or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shallnot be deemed, except as so modified or superseded, to constitute a part of this registration statement.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is partof a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in theregistration statement and the exhibits to the registration statement. For further information with respect to us and the securitieswe are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part ofthe registration statement. You should rely only on the information contained in this prospectus or incorporated by reference intothis prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of thesesecurities in any jurisdiction where the offer is not permitted. You should assume that the information contained in thisprospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date of those respectivedocuments, regardless of the time of delivery of this prospectus or any sale of our securities.

We are subject to the informationalrequirements of the Exchange Act and in accordance therewith we file annual, quarterly, and other reports, proxy statements and otherinformation with the Commission under the Exchange Act. Such reports, proxy statements and other information, including the RegistrationStatement, and exhibits and schedules thereto, are available to the public through the Commission’s website at www.sec.gov.

We make available free ofcharge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-Kand amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Commission.The registration statement and the documents referred to under “Incorporation of Certain Information by Reference”are also available on our website, www. firstwavebio.com/investors/regulatory-filings.

We have not incorporatedby reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

LEGAL MATTERS

The validity of the securities offered herebywill be passed upon for us by Lowenstein Sandler LLP, New York, New York. The placement agent is being represented by Haynes and Boone,LLP, New York, New York, in connection with this offering.

EXPERTS

The consolidated auditedfinancial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been incorporated byreference in reliance upon the report of Mazars USA LLP, independent registered public accounting firm, upon the authority of said firmas experts in accounting and auditing. The 2021 and 2020 audited annual consolidated financial statements of First Wave BioPharma, Inc.(formerly known as AzurRx BioPharma, Inc.), as of and for the years ended December 31, 2021 and 2020, have been audited by MazarsUSA LLP, independent registered public accounting firm. The audit report dated March 31, 2022 for the 2021 audited annual consolidatedfinancial statements includes an explanatory paragraph which states that certain circumstances raise substantial doubt about our abilityto continue as a going concern.

Up to $12,000,000

Up to      Shares of Common Stock

Pre-Funded Warrants to Purchase up to       Sharesof Common Stock

Common Warrants to Purchase up to       Shares ofCommon Stock

Shares of Common Stock underlying the Pre-FundedWarrants and Common Warrants

PRELIMINARY PROSPECTUS

H.C. Wainwright & Co.

The date of this prospectus is            , 2022.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table indicatesthe expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discountsand commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registrationfee.

Amended and Restated Bylaws

Pursuant to our bylaws, ourdirectors and officers will be indemnified to the fullest extent allowed under the laws of the State of Delaware for their actions intheir capacity as our directors and officers.

We must indemnify any personmade a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative(“Proceeding”) by reason of the fact that he is or was a director, against judgments, penalties, fines, settlements and reasonableexpenses (including attorney’s fees) (“Expenses”) actually and reasonably incurred by him in connection with such Proceedingif: (a) he conducted himself in good faith, and: (i) in the case of conduct in his own official capacity with us, he reasonablybelieved his conduct to be in our best interests, or (ii) in all other cases, he reasonably believes his conduct to be at least notopposed to our best interests; and (b) in the case of any criminal Proceeding, he had no reasonable cause to believe his conductwas unlawful.

We must indemnify any personmade a party to any Proceeding by or in the right of us, by reason of the fact that he is or was a director, against reasonable expensesactually incurred by him in connection with such proceeding if he conducted himself in good faith, and: (a) in the case of conductin his official capacity with us, he reasonably believed his conduct to be in our best interests; or (b) in all other cases, he reasonablybelieved his conduct to be at least not opposed to our best interests; provided that no such indemnification may be made in respect ofany proceeding in which such person shall have been adjudged to be liable to us.

No indemnification will bemade by unless authorized in the specific case after a determination that indemnification of the director is permissible in the circumstancesbecause he has met the applicable standard of conduct.

Reasonable expenses incurredby a director who is party to a proceeding may be paid or reimbursed by us in advance of the final disposition of such Proceeding in certaincases.

We have the power to purchaseand maintain insurance on behalf of any person who is or was our director, officer, employee, or agent or is or was serving at our requestas an officer, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit planagainst any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or notwe would have the power to indemnify him against such liability under the provisions of the amended and restated bylaws.

Delaware Law

We are incorporated underthe laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnifyany persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the factthat such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person asan officer, director, employee or agent of another corporation or 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 that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposedto the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe thathis or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to anythreatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person 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, employeeor agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonablyincurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith andin a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnificationis permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or directoris successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her againstthe expenses which such officer or director has actually and reasonably incurred. Our amended and restated certificate of incorporationand amended and restated bylaws provide for the indemnification of our directors and officers to the fullest extent permitted under theDelaware General Corporation Law.

Section 102(b)(7) ofthe Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporationshall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director,except for liability for any:

Our amended and restatedcertificate of incorporation and amended and restated bylaws include such a provision. Expenses incurred by any officer or director indefending any such action, suit or proceeding in advance of its final disposition shall be paid by us upon delivery to us of an undertaking,by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such directoror officer is not entitled to be indemnified by us.

Section 174 of theDelaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawfulpayment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was eitherabsent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to suchactions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred orimmediately after such absent director receives notice of the unlawful acts.

Indemnification Agreements

As permitted by the DelawareGeneral Corporation Law, we have entered, and intend to continue to enter, into separate indemnification agreements with each of our directorsand executive officers, that require us to indemnify such persons against any and all expenses (including attorneys’ fees), witnessfees, damages, judgments, fines, settlements and other amounts incurred (including expenses of a derivative action) in connection withany action, suit or proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact thatsuch person is or was a director, an officer or an employee of us or any of our affiliated enterprises, provided that such person actedin good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminalproceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certainprocedures that will apply in the event of a claim for indemnification thereunder.

At present, there is no pendinglitigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, andwe are not aware of any threatened litigation or preceding that may result in a claim for indemnification.

We have an insurance policycovering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons, we have been advisedthat in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

On November 13, 2019, we issued to aninvestor 16,238 shares of Common Stock as commitment shares in consideration for entering into an equity line agreement with us.

Between December 20, 2019 and January 9,2020, we sold senior convertible promissory notes to investors in the aggregate principal amount of $2,942,700 and warrants to purchasean aggregate of up to 50,562 shares of Common Stock. We issued to the placement agent in the offering warrants to purchase an aggregateof 16,607 shares of Common Stock. The sale of the warrants was exempt from registration under the Securities Act of 1933, as amended,in reliance upon Section 4(a)(2) (or Regulation D promulgated thereunder).

Duringthe three months ended March 31, 2020, the Company issued an aggregate of 337 shares of its Common Stock to consultants with a grantdate fair value of $87,105 for services provided, that was recorded as part of G&A expense. Such issuance was exempt from registrationunder 4(a)(2) of the Securities Act.

Duringthe three months ended March 31, 2020, the Company issued its outside Board members an aggregate of 353 shares of Common Stock forthe settlement of accounts payable in the aggregate amount of $131,137. The aggregate effective settlement price was $372 per share, andeach individual stock issuance was based on the closing stock price of the Common Stock on the initial date the payable was accrued.Such issuance was exempt from registration under 4(a)(2) of the Securities Act.

Duringthe three months ended March 31, 2019, the Company issued 90 shares of its common stock to a consultant as payment of $60,000 of accountspayable. Such issuance was exempt from registration under 4(a)(2) of the Securities Act.

Duringthe three months ended March 31, 2019, the Company issued an aggregate of 100 shares of its Common Stock to outside members of its Boardas payment of Board fees with an aggregate grant date fair value of $296,285, that was recorded as part of G&A expense. Suchissuance was exempt from registration under 4(a)(2) of the Securities Act.

On July 16, 2020, we issued an aggregate of2,912.583124 shares of Series B Convertible Preferred Stock, at a price of $7,700.00 per share, initially convertible into an aggregateof 29,125,833 shares of our Common Stock at $0.77 per share, together with Series B Warrants to purchase an aggregate of 485,431shares of Common Stock at an exercise price of $0.85 per share. An aggregate of 1,975.578900 shares of Series B Preferred Stock initiallyconvertible into 19,755,795 shares of Common Stock and related 245,993 Series B Warrants were issued for cash consideration, resultingin aggregate gross proceeds to us of approximately $15.2 million. In addition, the balance of an aggregate of 937.004221 shares of Series BPreferred Stock initially convertible into 9,370,039 shares of Common Stock and related Series B Warrants to purchase 156,168 sharesof Common Stock was issued to certain investors in exchange for consideration consisting of approximately $6.9 million aggregate outstandingprincipal amount, together with accrued and unpaid interest thereon of approximately $0.3 million, of certain Senior Convertible PromissoryNotes issued between December 20, 2019 and January 9, 2020. As additional consideration to the Exchange Investors, we also issuedcertain additional warrants to purchase an aggregate of 59,099 shares of Common Stock at an exercise price of $25.50 per share. We issuedto the placement agent in the offerings warrants to purchase up to 7.0% of the aggregate number of shares of Common Stock underlying theSeries B Preferred Stock sold for cash consideration in the Private Placement, or 45,915 shares. The issuance of these securitieswas made pursuant to Section 4(a)(2) of the Securities Act, and the rules promulgated thereunder, to accredited investors.

During the period from April 6, 2020 throughMay 22, 2020, we sold an aggregate of 44,839 shares of Common Stock pursuant to an equity line agreement, from which we derived approximately$869,000 in net proceeds. The sales of these shares under the equity line agreement was exempt from registration under the SecuritiesAct of 1933, as amended, in reliance upon Section 4(a)(2) (or Regulation D promulgated thereunder).

On January 5, 2021, in a private placementoffering we sold to an investor 5,333.3333 shares of Series C Preferred Stock, which shares are convertible into an aggregate of5,333,334 shares of Common Stock, together with warrants to purchase up to an aggregate of 355,555 shares of Common Stock, with an exerciseprice of $24.00 per share and an expiration term of five and one-half years from the date of issuance. The aggregate gross proceeds fromthe offering, excluding the net proceeds, if any, from the exercise of the Private Placement Warrants will be approximately $8.0 million.The issuance of these securities was made pursuant to Section 4(a)(2) of the Securities Act, and the rules promulgatedthereunder, to accredited investors.

On January 8, 2021, inconnection with entering into a license agreement with a third party, we entered into a securities purchase agreement where we issued3,290.1960 shares of Series C Preferred Stock, initially convertible into an aggregate of 3,290,196 shares of Common Stock, at aninitial stated value of $750.00 per share and a conversion price of $0.75 per share. The Series C Preferred Stock issued, togetherwith any Common Stock issuable upon conversion, were issued without registration under the Securities Act in reliance on the exemptionsprovided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.

On September 13, 2021, in connection withthe merger with First Wave Bio, Inc., we issued the former stockholders of First Wave Bio, Inc. approximately 20,800 sharesof common stock. The common stock was issued without registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) ofthe Securities Act as transactions not involving a public offering.

During the three months ended March 31, 2022, weissued an aggregate of 3,001 shares of common stock to consultants with a grant date fair value of approximately $119,000 for investorrelations services provided. Such issuance was exempt from registration under 4(a)(2) of the Securities Act.

On July 15, 2022, in a private placement offering,we sold to investors 150 shares of Series D Preferred Stock, which is convertible into an aggregate of 1,000,000 shares of commonstock, 150 shares of Series E Preferred Stock, convertible into an aggregate of 1,000,000 shares of common stock, Series D Warrantsto purchase up to an aggregate of 66,666 shares of common stock, with an exercise price of $135.00 and an expiration term of five yearsfrom its initial exercise date. The aggregate gross proceeds from the offering, excluding the net proceeds, if any from the exercise ofthe Series D Warrants will be approximately $300,000. The issuance of these securities was made pursuant to Section 4(a)(2) ofthe Securities Act, and the rules promulgated thereunder, to accredited investors.

During the period from July 16, 2020 to date,pursuant to the exchange right in the Series B Preferred Stock Certificate of Designations, we issued 71,227 shares of common stockand warrants to purchase up to 70,112 of common stock to holders of Series B Preferred Stock exercising such right. The issuanceof these securities was made pursuant to exemptions provided by Section 3(a)(9) under the Securities Act.

The list of exhibits following the signature page ofthis registration statement is incorporated by reference herein.

(1) The undersigned registrant hereby undertakes:

(a) To file, during any period in which offersor sales are being made, a post-effective amendment to this registration statement:

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

(ii) To reflect in the prospectus any facts orevents arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individuallyor 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 whichwas registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectusfiled with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effectiveregistration statement; and

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

provided, however, that paragraphs (1)(i), (1)(ii) and(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs iscontained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registrationstatement.

(b) That, for the purpose of determiningany liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relatingto the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(c) To remove from registration by meansof a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That,for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) aspart of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other thanprospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of thedate it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectusthat is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registrationstatement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to suchfirst use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registrationstatement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining liabilityof the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registranthereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessof the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by meansof any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offeror sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus ofthe undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

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

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

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

(2) The undersigned registrant hereby undertakesthat, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuantto Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefitplan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.

(3) The undersigned registrant hereby undertakesthat:

(a) For purposes of determining any liabilityunder the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in relianceon Rule 430A and contained in a form of prospectus filed by the undersigned registrant pursuant to Rule 424(b)(1) or (4) or497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;and

(b) For the purpose of determining any liabilityunder the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.

(4) Insofar as indemnification for liabilitiesarising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoingprovisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policyas expressed in the Securities 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 registrantin the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connectionwith the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controllingprecedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy asexpressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirementsof the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized in the City of Boca Raton, State of Florida, on September 14, 2022.

KNOWALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Sapirstein and SarahRomano, and each of them, each with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, eachwith full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities,to sign any amendments to this registration statement, and to sign any registration statement for the same offering covered by this registrationstatement, including post-effective amendments or registration statements filed pursuant to Rule 462(b) under the SecuritiesAct of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and ExchangeCommission, hereby ratifying and confirming that each of said such attorneys-in-fact and agents or his or her substitute or substitutes,may do or cause to be done by virtue hereof.

Pursuant to the requirementsof the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the datesindicated.