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+This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. Before investing in our securities, you should read the entire prospectus carefully, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our combined or consolidated financial statements included elsewhere in this prospectus. Overview We are a fully-integrated provider of crop productivity solutions, including seeds, seed traits, seed treatments, biologicals, high-value adjuvants and fertilizers. While most industry participants specialize in a single technology, chemistry, product, condition or stage of plant development, we have developed a multi-discipline and multi-product platform capable of providing solutions throughout the entire crop cycle, from pre-planting to transportation and storage. Our platform is designed to cost-effectively bring high-value technologies to market through an open-architecture approach. See Our Business Model . Our headquarters and primary operations are based in Argentina, which is our key end-market as well as one of the largest markets globally for GM crops. Our controlling shareholder, Bioceres S.A., leverages its relationship with its shareholders, many of whom are agricultural leaders and key participants in our end-markets, to increase adoption of our products and technologies. In 2016, we raised capital through financing from strategic investors such as Monsanto and BAF Capital, which we believe represents validation of our business model as well as endorsement of our products. As of March 31, 2019, we owned or licensed 392 registered products and we owned or licensed, either exclusively or non-exclusively, 211 patents and patent applications. In some instances, our licenses are limited in terms of duration, geography and/or field of use. In the nine-month period ended March 31, 2019, we distributed over 16.6 million doses of inoculants, 5.0 million liters of adjuvants, 7.7 tons of high value fertilizers as well as other agricultural inputs, and in the year ended June 30, 2018, we distributed over 14.1 million doses of inoculants, 7.5 million liters of adjuvants, 6.6 tons of high value fertilizers as well as other agricultural inputs across more than 25 countries, including Argentina, Brazil, Paraguay, India, United States, Uruguay, Germany, South Africa among others. Our pipeline of products includes fertilizers, inoculants, adjuvants, crop protection solutions and seeds. Our net revenue, net loss and Adjusted EBITDA for the year ended June 30, 2018 were US$133.5 million, US$14.3 million and US$22.4 million, respectively. Adjusted EBITDA is a non-IFRS financial measure. Net loss is the most directly comparable measure calculated in accordance with IFRS. See Management s Discussion and Analysis of Financial Condition and Results of Operations Non-IFRS Financial Measures and Risk Factors Risks Related to Our Business for information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA. Taking into account our acquisition of Rizobacter in October 2016, we have a combined experience of 42 years and we have established a leadership position in sourcing, development, production and sales of biological products for some of the most globally prolific crops, including soy, corn, wheat and alfalfa. We sell our products through a 90-person sales and marketing team and enjoy exceptional access to the end-user grower as a result of: (i) our strategic alliances with global leaders, such as Syngenta AG ( Syngenta ), Valent Biosciences, Dow AgroSciences, Don Mario and TMG; (ii) the shareholders of our Parent, who collectively control significant agricultural land; and (iii) our longstanding relationships with dealers and distributors. Our customers include global blue-chip companies and industry leaders, large distributors, co-ops and dealers, as well as growers. Our leading infrastructure, the success of our platform and commanding presence in our key markets have made us the effective flagship agricultural solutions provider, as well as the natural partner for global conglomerates, in South America. Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. x If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o CALCULATION OF REGISTRATION FEE Amount to be Registered(1) Proposed Maximum Offering Price Per Unit(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee(5) Ordinary Shares, par value $0.0001 per share, to be offered for resale by certain selling shareholders(3) 119,443 $ 5.36 $ 640,215 $ 78 Ordinary Shares, par value $0.0001 per share, to be offered for resale by holders of warrants assuming exercise of such warrants(4) 24,200,000 $ 5.36 $ 129,712,000 $ 15,721 Total 24,319,443 $ 5.36 $ 130,352,215 $ 15,799 Table of Contents Our History Our Parent was founded in 2001 by a leading group of growers in Argentina to address the demand for higher crop yield and productivity in a sustainable and environmentally conscious way. Since our founding, we have developed one of the leading fully integrated biotechnology platforms of its kind to source, validate, develop and commercialize agricultural technologies and products. We have strategically targeted some of the most globally prolific crops, namely, soy, wheat, alfalfa and corn, in one of the largest geographies for GM plants on a global scale. In order to bring our products to market in an efficient and cost-effective manner, we have established multiple joint ventures, formed non-joint venture collaborations and created and acquired multiple companies. Our joint ventures include partnerships with important industry participants, such as Florimond Desprez, De Sangosse and Arcadia Biosciences. Some of our non-joint venture collaborations include those with Dow AgroSciences, Momentive, Syngenta and Forage Genetics, among others. Of the companies we have acquired, the most significant was our October 2016 acquisition of the controlling stake in Rizobacter S.A., a global leader in biological products and a pioneer in liquid inoculants. On March 14, 2019, Union consummated the previously announced business combination pursuant to the Exchange Agreement, and prior to that date, the Reorganization also took place. In addition, concurrently with the consummation of the business combination on March 14, 2019, the Rizobacter Call Option was exercised, pursuant to which the total indirect ownership of BCS Holding in Rizobacter increased to 80.00% of all outstanding stock of Rizobacter. In addition to its market leading position in biological products, Rizobacter offers fertilizers, professional seed treatment services and tolling or formulation services. As a result of the business combination and the other transactions contemplated by the Exchange Agreement, as well as the Reorganization and exercise of the Rizobacter Call Option, Union became the holding company of BCS Holding, its subsidiaries and Bioceres Semillas. Upon the consummation of the business combination, Union changed its name to Bioceres Crop Solutions Corp, and our ordinary shares and public warrants started trading on the NYSE American. The graph below sets forth our history and track record of innovation through joint ventures and acquisitions: (1) In the event of a stock split, reverse stock split, stock dividend or similar transaction involving our ordinary shares, the number of shares registered shall automatically be adjusted to cover the additional ordinary shares issuable pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act ). (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act, based upon the average of the high and low sales prices of the registrant s ordinary shares as reported on the NYSE American on July 8, 2019. (3) Represents 119,443 ordinary shares previously issued to minority shareholders of Bioceres Semillas S.A. upon the exercise of their tag-along rights under a shareholders agreement, in connection with the consummation of the business combination (the business combination ) pursuant to a share exchange agreement, as amended, by and among Union Acquisition Corp., whose name changed to Bioceres Crop Solutions Corp., and Bioceres, Inc., Bioceres LLC s predecessor. (4) Represents ordinary shares underlying (i) 5,200,000 private placement warrants, (ii) 11,500,000 public warrants, each issued in connection with the initial public offering of Union Acquisition Corp. and (iii) 7,500,000 warrants issued to Bioceres LLC in connection with the business combination. (5) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Note: (1) Bioceres exercised the Rizobacter Call Option for additional 29.99% of common stock of Rizobacter upon the consummation of the business combination. Organizational Structure Bioceres Solutions Corp. is a Cayman Islands exempted company. The following diagram depicts our current organizational structure: Table of Contents The information in this prospectus is not complete and may be changed. The Selling Shareholders may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 11, 2019 Bioceres Crop Solutions Corp. 24,319,443 Ordinary Shares This prospectus relates to the resale from time to time by the Selling Shareholders (as defined below in the section titled Selling Shareholders ) of up to 24,319,443 ordinary shares, par value $0.0001 per share ( ordinary shares ), of Bioceres Crop Solutions Corp., which includes up to 24,200,000 ordinary shares issuable upon exercise of our outstanding warrants. We will not receive any proceeds from the sale of the securities by the Selling Shareholders under this prospectus. Information regarding the Selling Shareholders, the number of ordinary shares that may be sold by them, and the times and manner in which they may offer and sell the ordinary shares under this prospectus is provided under the sections titled Selling Shareholders and Plan of Distribution, respectively. We have not been informed by any of the Selling Shareholders that they intend to sell their securities covered by this prospectus and do not know when or in what amount the Selling Shareholders may offer the securities for sale. The Selling Shareholders may sell any, all, or none of the securities offered by this prospectus. Our ordinary shares trade on the NYSE American ( NYSE ) under the symbol BIOX . The last sale price of our ordinary shares on July 8, 2019 was $5.32 per share. Table of Contents Our Business Model Our business model is driven by three key pillars: technology sourcing, product development partnering, and production and market access: Technology Sourcing We have a right of first refusal agreement with INDEAR, our Parent s technology sourcing and product development subsidiary, for any technology INDEAR develops or sources concerning crop productivity. Through such arrangement with INDEAR, we source and validate promising early stage technologies, which are usually financed through public grants and/or other capital efficient sources and thereby mitigate the associated high financial risks associated with such early stage discoveries. Product Development Partnering We focus on collaborating with strategic partners and creating joint ventures to develop validated technologies and to bring these products to market. We further reduce our financial burden and risk from product development activities while also increasing our ability to develop multiple products. The following joint ventures currently support this initiative: Verdeca, our U.S.-based joint venture, was created to develop and bring soybean varieties with next-generation agricultural technologies to market. Investing in our securities involves risks. See Risk Factors beginning on page 24 to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state or foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents Trigall Genetics, our Uruguay-based joint venture that focuses on developing and commercializing conventional and next-generation biotechnology wheat varieties for the South American market. Semya, an intra-company joint venture with Rizobacter, is dedicated to the EcoSeed initiative and focuses on researching and developing seed treatments as well as agricultural biological input applications for soybean, wheat and alfalfa markets. Production and Market Access We focus on leveraging our shareholder base of leading South American growers as well as proprietary sales channels for direct access to end consumers. By establishing multiple pathways to markets, we maximize our market reach and rate of technology adoption. We currently have over 300 products and licenses. The following subsidiaries support this initiative, certain of which match our investments on a dollar-for-dollar basis: Rizobacter, a global leader in biological products and Argentina s leading provider of bio-based solutions for the agricultural sector with a strong focus on crop nutrition and protection solutions. Bioceres Semillas, our sales channel for seeds, with a primary crop focus on wheat and soybean. Synertech, which was formed in partnership with De Sangosse with the goal of producing and commercializing micro-beaded fertilizers. Our Competitive Strengths Our diversified platform generates revenues through multiple technologies, customers, distribution channels and end-markets, providing us with a profitable growth trajectory. Our key competitive strengths include: Premier Agricultural Solutions Provider with Flagship Position in Latin America As the first non-governmental Latin America-based entity with an approved GMO event in a major global crop, we consider ourselves to be the pioneer in the agricultural biotechnology industry in Latin America. We have a combined experience of 42 years, which has allowed us to become and maintain our position not only as a reference entity for governmental agencies and policy-makers, but also as a leading choice for partnerships with global conglomerates. We have helped define regulations for gene editing and new breeding technologies as well as formulate intellectual property guidelines and legislation for our industry. We are a founding member of the Argentine Chamber of Biotechnology and one of a handful of selected companies collaborating with the Argentine Department of Science, Technology and Productive Innovation in the design of research grants aimed at our sector. We are a frequent and leading participant in all major forums dedicated to our industry and a prominent representative of our sector. Proven Platform with a Successful Track-Record in Sourcing, Developing and Commercializing Key Biotechnologies With our combined 42 years of experience, we and our subsidiaries have created our proprietary platform for sourcing, validating, developing and bringing key technologies and products to commercialization. We source our technologies and products through various partnerships, collaborations and long-standing relationships with research institutions and scientists. We are the strategic partner of various institutions including CONICET for the development of multiple GM trait leads, Danziger Innovations for the development of modified gene lines in soybeans as well as quality and protection traits and the University of Illinois for the development of herbicide tolerance technology for alfalfa and soybeans, among others. We have also entered into various collaborative product development and distribution agreements including with: (a) Forage Genetics for enhanced alfalfa with herbicide resistance technology; (b) Dow AgroSciences for the Prospectus dated , 2019. Table of Contents development of new seed traits in soybeans; (c) Momentive for adjuvants; (d) Syngenta for new seed treatments; and (e) Valent BioSciences for the microbials in the United States, among others. We manage our product development via various joint ventures and partnerships with leading participants in the global agriculture sector. We focus our efforts on developing products and technologies that address the specific requirements and demands of our global customer base and for some of the most globally prolific crops, such as soy and wheat, among others. We have access not only to the largest distributors, co-ops and dealers, but also to end customers through our well-established subsidiaries, divisions, partnerships and our shareholders. By selling our proven genetics, seed and seed treatments on a branded basis, we believe we will continue to further strengthen our brand and grow our position in Latin America. Capital-Efficient, Risk Mitigated Development Model Development and regulatory approval for our products and technologies requires a highly evolved and complicated process that can last between 12 to 14 years. Furthermore, capital allocation requirements can be onerous due to the expensive discovery activities usually associated with life sciences research and the strict requirements for regulatory approval that are imposed on GM crops and technologies. Through INDEAR, we believe that we have created a highly-competitive and capital efficient, independent platform for developing such products and technologies in Latin America. We consider INDEAR to be the go-to partner for advanced validation of promising research leads developed by local research institutions in Argentina, most of which do not have the necessary capabilities for this purpose. As advanced validation initiatives are funded often by existing government programs, INDEAR is able to reduce its capital exposure at this high-risk stage of the R&D process. Upon technology validation, we enter into joint ventures, partnerships and collaborative agreements with industry participants that agree on the merits of a new technology and pursue the business opportunity jointly with us. Partnering with others in this stage of the R&D process allows us to reduce our capital exposure while retaining a controlling interest in the product or technology under development. By co-funding projects at an average investment ratio of four dollars from partners to one dollar that we invest, we further reduce our financial burden and risk from product development activities while also increasing our ability to develop multiple products. We enjoy a competitive advantage in commercializing our products as we are able to leverage our strong industry relationships to bring our products to market faster than our competitors. We also facilitate the use of our technologies through licensing agreements and partnerships with global industry leaders, particularly in new markets with expanded regulatory requirements. Patented and Well-Established High Impact Technologies and Integrated Products and as a Robust Pipeline of New Products and Technologies at or Close to Commercialization Phase. We offer integrated products, such as our Rizobacter insignia Pack products, and we are currently developing our EcoSeed product. The EcoSeed combines germplasm, traits, biologicals and chemical components into a single product to improve overall crop yields. We will support our customers through an ag-tech platform that can provide a range of solutions including: cop evolution monitoring, localized weather analysis and accurate agronomic recommendations, satellite monitoring and fleet monitoring, geo-referenced crop scouting and crop re-plant insurance. We believe that our patent and trademark portfolio for plant-related biologicals is amongst the most competitive in South America. As of March 31, 2019, we have identified and sought patent protection in our capacity as either title holder or licensee, either as exclusive or non-exclusive licensee, to 211 patents or patent applications. In some instances, our licenses are limited in terms of duration, geography and/or field of use. We usually seek patent protection in the largest global markets for our products and technologies, Table of Contents including, the United States, Brazil, Argentina, China, India, Mexico, Australia and certain other European and South American countries. We have registrations in Argentina for 29 wheat, 20 soybean varieties and are also seeking registration for an additional 17 soybean varieties. Our subsidiary Rizobacter has 360 trademarks and applications in Argentina and 294 trademarks and applications globally. We also have a robust and innovative portfolio of products and technologies for all stages of crop development. Many of these technologies are at or close to the commercialization phase, such as EcoSoy, EcoWheat and HarvXtra Alfalfa products. This year we launched a new bio-fungicide for soybean seed treatment and a new abiotic stress tolerant inoculant for soybeans. By the end of 2019, we expect to launch seed traits for wheat, soybean and alfalfa, seed treatments for wheat and soybeans, biocontrol products such as new bio-fungicides for wheat seed treatment, which will increase resistance mitigation, the EcoSeeds integrated product, which we expect to increase yields by up to 10%, and a bioadjuvants product, which is a microbially enhanced adjuvant with improved environmental footprint. By 2020, we expect to launch new seed traits for soybeans, and microbially-enhanced fertilizers and biofertilizers for a variety of crops, which we expect will increase yields and mitigate environmental effects. By 2021, we expect to launch wheat and soybean seed treatments and seed traits for soybean and alfalfa crops. For each of the years from 2019 to 2022, we expect to launch germplasms for wheat and soybean. Unique Ownership by Key Industry Influencers Leading to Early and Broad Adoption of Technologies and Products The current ownership structure of our Parent is composed of more than 300 shareholders, including some of the largest farm operators, processors, distributors and commercial participants in the Latin American agricultural sector. Our Parent shareholder structure also includes founding members of the Argentine Association of No-Till Producers (La Asociaci n Argentina de Productores en Siembra Directa) ( AAPRESID ) and leading members of the Argentine Association of Regional Consortiums for Agricultural Experimentation (Asociaci n Argentina de Consorcios Regionales de Experimentaci n Agr cola) ( AACREA ). These unique relationships not only allow us to quickly bring our products to market and integrate our technologies into the broad market by creating a proprietary distribution and commercialization channel, but also provides us with a highly desired early stage testing platform that allows us to receive direct market feedback in the testing process to vet and facilitate faster market penetration. Highly Accomplished Management Team with a Unique Blend of Technical and Commercialization Experience and the Ability to Identify and Integrate Key Acquisitions We believe we have a strong management team with a unique blend of executive, managerial, technical, commercialization and acquisition experience. We are able to leverage the experience of our management team not only to efficiently source and develop our technologies and products, but also to leverage their vast experience in commercial production, distribution, navigation of intellectual property requirements and inorganic acquisitions to strategically grow our business. Our Growth Strategy Our long-term growth strategy is based on an open-architecture approach to technology origination, identifying and accessing promising technologies from third parties, as well as forming strategic and capital-efficient partnerships that leverage each party s strategic strengths and capabilities to more quickly bring innovations to market. Our near-term growth strategy includes the following: Table of Contents Continue to Lead Development and Commercialization of New Agricultural Biotechnology Products in Existing and New Markets We intend to build upon our diverse portfolio of crop productivity solutions by consolidating our position in biological assets, including microbial, seed traits and germplasm assets, and continuing to pursue an integrated approach in the development of superior yielding products. We intend to expand upon our direct reach to customers by offering additional high demand technologies, such as digital farming solutions and direct-to-consumer retail, which we believe will facilitate the adoption and subsequent sales of our products as well as achieve efficiencies to create additional value opportunities. Scale-Up Production of Rizobacter Products to Accelerate Penetration in Local and Regional Crop Nutrition Markets We have invested significant capital in future developments of specialty fertilizers and have completed the construction of our micro-beaded fertilizer facility in Pergamino, Argentina. The facility began operations in January 2017 and is expected to supply high-demand specialty fertilizers in Argentina and neighboring countries. Through our acquisition of Rizobacter in 2016, we also have a sub-license for Microstar, the leading brand in micro-granulated fertilizers granted to Synertech by our commercial partner De Sangosse. Commercial Launch of Seed Traits and EcoSeed Products to Drive Penetration in Local and Regional Integrated Seed Market Given the near-term commercialization opportunity that HB4 and other seed technologies represent, we plan to integrate these solutions into customized seed products that represent a superior value proposition, with an initial focus on Latin America. EcoWheat and EcoSoy seeds integrate the uniqueness of HB4 stress tolerance into locally-adapted germplasms, customized with a seed treatment solution prescribed for specific environments. We believe that the product differentiation provided by our unique and varied technologies increase the value of our products for EcoSeed customers and will drive significant growth in this segment of our business. In the medium-term, we expect royalties from HB4 licenses to represent a significant component of our revenues as this landmark technology is more broadly adopted through strategic partnerships and third-party channels. We have received regulatory approval for the commercialization of the HarvXtra Alfalfa with Roundup Ready technology developed by Forage Genetics International. Expand our International Business by Accelerating Registration and Sales of Products Through Multiple Subsidiaries We consider ourselves to be a global leader in the biological market and have used this position to establish subsidiaries in Brazil, Paraguay, Bolivia, Uruguay, the United States, South Africa, and more recently, India, Colombia and France. We believe we can use our international footprint and sales force to continue to define our key brands by bringing our broader portfolio of crop productivity solutions to these markets. We expect international growth to be driven initially by continued growth in our historical biological business, as well as by incorporating high-value adjuvants and crop nutrition solutions in the future. In the medium-term, we expect to leverage our leading distribution network to bring our integrated seed products and other crop protection and nutrition solutions to all of our current and target markets. Pursue Strategic Collaborations and Acquisitions in Key Markets We intend to continue working with our collaboration partners to bring our products to customers in key markets. We also plan to continue pursuing acquisitions and in-licensing opportunities to gain access to validated and important later stage products and technologies that we believe to be a strategic fit for our business. Table of Contents Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company, as defined in the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. An emerging growth company may also take advantage of reduced reporting requirements that are otherwise applicable to public companies. If we choose to take advantage of any of these reduced reporting burdens, the information we provide to shareholders may be different from that which you may receive from other public companies. These provisions include: a requirement to have only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and an exemption from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act in the assessment of our internal control over financial reporting. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of: the last day of our fiscal year during which we have total annual gross revenue of at least US$1.07 billion; the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act. We are also considered a foreign private issuer. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; the requirement to comply with Regulation FD, which requires selective disclosure of material information; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, Table of Contents but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. Corporate Information Our principal executive offices are located at Ocampo 210 bis, Predio CCT, Rosario, Santa Fe, Argentina, and our telephone number is +54 341 486-1100. We were incorporated as an exempted company under the laws of the Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., 10 E. 40th Street, 10th Floor, New York, NY 10016. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire prospectus carefully, including the "

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+PROSPECTUS SUMMARY The following summary provides an overview of certain information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that is important to you or that you should consider before deciding to invest in our common stock. You should carefully read this prospectus and the registration statement of which it is a part, as well as documents incorporated by reference, in their entirety before deciding to invest in our common stock, including the information discussed under Risk Factors in this prospectus and under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, as well as the information presented in our consolidated financial statements and related notes, included in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which are incorporated by reference in this prospectus. Certain statements contained in this summary are forward-looking statements that involve risk and uncertainty. Our actual results may differ significantly for future periods. See Cautionary Note Regarding Forward-Looking Statements. Our Company We are a leading technology-based provider of advanced fossil and renewable power generation and environmental equipment that includes a broad suite of boiler products, environmental systems, and services for power and industrial uses. We specialize in technology and engineering for power generation and various other industries, including the procurement, erection and specialty manufacturing of related equipment, and services, including: high-pressure equipment for energy conversion, such as boilers fueled by coal, oil, bitumen, natural gas, and renewables including municipal solid waste and biomass fuels; environmental control systems for both power generation and industrial applications to incinerate, filter, capture, recover and/or purify air, liquid and vapor-phase effluents from a variety of power generation and specialty manufacturing processes; aftermarket support for the global installed base of operating plants with a wide variety of products and technical services including replacement parts, retrofit and upgrade capabilities, field engineering, construction, inspection, operations and maintenance, condition assessment and other technical support; custom-engineered comprehensive dry and wet cooling solutions; gas turbine inlet and exhaust systems, custom silencers, filters and custom enclosures; and engineered-to-order services, products and systems for energy conversion worldwide and related auxiliary equipment, such as burners, pulverizers, soot blowers and ash and material handling systems. Our overall activity depends significantly on the capital expenditures and operations and maintenance expenditures of global electric power generating companies, other steam-using industries and industrial facilities with environmental compliance and noise abatement needs. Several factors influence these expenditures, including: prices for electricity, along with the cost of production and distribution including the cost of fuel within the United States or internationally; demand for electricity and other end products of steam-generating facilities; requirements for environmental and noise abatement improvements; expectation of future requirements to further limit or reduce greenhouse gas and other emissions in the United States and internationally; environmental policies which include waste-to-energy or biomass as options to meet legislative requirements and clean energy portfolio standards; level of capacity utilization at operating power plants and other industrial uses of steam production; requirements for maintenance and upkeep at operating power plants to combat the accumulated effects of usage; overall strength of the industrial industry; and ability of electric power generating companies and other steam users to raise capital. Customer demand is heavily affected by the variations in our customers' business cycles and by the overall economies and energy, environmental and noise abatement needs of the countries in which they operate. Recent Strategic Business and Financing Developments On April 5, 2019, we announced that we paid a combined 70 million (approximately $91.6 million at exchange rates at the time of announcement) to the customers on our two remaining European V lund loss projects referred to as the second and fifth projects in previous communications in exchange for significantly limiting our obligations under these contracts, including a waiver of the customer s rejection and termination rights on the fifth project. We agreed to provide construction services on the fifth project to complete key systems of the plant, not to exceed a minimal cost to complete. The settlement also eliminates all historical claims and remaining liquidated damages. Upon completion of these activities in accordance with the settlement, we will have no further obligation related to the fifth project other than customary warranty of core products. For the second project, the settlement clearly defines and limits the remaining performance obligations and settles prior claims. Turnover of the second project was confirmed in June, effective mid-May, when the operations and maintenance contract was deemed to have started. We also entered into a settlement in connection with an additional European waste-to-energy EPC contract for which notice to proceed was not given and the contract was not started. The settlement limits our obligations to core scope activities and eliminates risk related to us acting as the prime EPC should the project move forward. On April 5, 2019, we also announced that we had taken action to strengthen our financial position. This included securing additional financing and amending our U.S. credit agreement with our current lenders. The amendment provided for an additional $150.0 million of financing from B. Riley through Tranche A-3 last-out term loans as well as an incremental uncommitted facility of up to $15.0 million to be provided by B. Riley or an assignee. The proceeds from the Tranche A-3 last-out term loans were used to pay the amounts due under the settlement agreements described above and for working capital and general corporate purposes. The amendment also, among other things, modified various covenants in our U.S. credit agreement going forward to provide us with additional operational flexibility and created an event of default if we fail to terminate the existing revolving credit facility under the U.S. credit agreement on or before March 15, 2020. In connection with the amendment, we entered into a letter agreement with B. Riley and Vintage pursuant to which we committed to use our reasonable best efforts to effect the following Equitization Transactions: a $50.0 million rights offering allowing our stockholders to subscribe for shares of our common stock at a price of $0.30 per share, the proceeds of which will be used to prepay a portion of the Tranche A-3 last-out term loans under our U.S. credit agreement; the exchange of Tranche A-1 last-out term loans under our U.S. credit agreement for shares of our common stock at a price of $0.30 per share; and the issuance to B. Riley or its designees of an aggregate 16,666,667 warrants, each to purchase one share of our common stock at an exercise price of $0.01 per share. In order to complete the Equitization Transactions and certain other planned transactions, we also committed to seek stockholder approval of, among other actions, (i) an amendment to our restated certificate of incorporation to increase the authorized number of shares of common stock that we may permissibly issue from 200,000,000 to 500,000,000, (ii) the Equitization Transactions, including the acquisition of additional shares of stock by B. Riley and Vintage as part of the Backstop Exchange Agreement, the Tranche A-1 Debt Exchange and the issuance and exercise of warrants in the Warrant Issuance, (iii) an amendment to our restated certificate of incorporation to waive our expectation of certain corporate opportunities presented to B. Riley or Vintage and (iv) a reverse stock split to be completed following the Equitization Transactions. On June 14, 2019, our stockholders approved these matters at our 2019 annual meeting of stockholders. As contemplated by the letter agreement, on April 30, 2019 we entered into an investor rights agreement with B. Riley and Vintage, which we refer to as the Investor Rights Agreement, providing each of them with certain governance rights, including (i) the right for B. Riley and Vintage to each nominate up to three individuals to serve on the Board of Directors, subject to certain continued lending and equity ownership thresholds, and (ii) pre-emptive rights permitting B. Riley to participate in future issuances of our equity securities. The rights provided to B. Riley and Vintage as part of the Investor Rights Agreement will remain in full force and effect regardless of whether we are able to complete all or any part of the Equitization Transactions. For additional detail on the Investor Rights Agreement, see The Equitization Transactions Investor Rights Agreement. In connection with the letter agreement, we also committed, subject to stockholder approval and in consultation with B. Riley and Vintage, to establish an equity pool of 16,666,666 shares of our common stock for issuance for long-term incentive planning, upon such terms (including any vesting period or performance targets), in such amounts and forms of awards as the Compensation Committee of the Board of Directors determines. We received stockholder approval at our 2019 annual meeting of stockholders to amend and restate the 2015 LTIP to authorize the issuance of additional shares of our common stock in order to satisfy this obligation. The 2019 Rights Offering The Offer We are distributing, at no charge, to the holders of our common stock as of the 2019 rights offering record date of 5:00 p.m., New York City time, on June 27, 2019, non-transferable rights to purchase up to an aggregate of 166,666,667 newly-issued shares of our common stock. Each holder of our common stock as of the 2019 rights offering record date will receive one right for each share of common stock held as of the 2019 rights offering record date. Each right entitles the holder to purchase 0.986896 shares of our common stock at the subscription price of $0.30 per whole share of common stock. The gross proceeds from the 2019 rights offering will be approximately $50 million after giving effect to the backstop exchange commitment. Rights may be exercised at any time during the subscription period, which commences on June 28, 2019, and ends at 5:00 p.m., Eastern Time, on July 18, 2019, the expiration date, unless extended by us. The subscription period may be extended as described in this prospectus. Following commencement of the 2019 rights offering, we may not amend the terms of the 2019 rights offering without the consent of B. Riley; however, we may extend the subscription period for up to 10 days without the prior written consent of B. Riley. Rights may only be exercised in aggregate for whole numbers of shares of our common stock; no fractional shares of our common stock or cash in lieu of fractional shares of common stock will be issued in the 2019 rights offering. Any fractional shares of our common stock created by the exercise of the rights will be rounded to the nearest whole share, with such adjustments as may be necessary to ensure that we offer 166,666,667 shares of common stock in the 2019 rights offering. In the unlikely event that, because of the rounding of fractional shares of common stock, the 2019 rights offering would have been subscribed in an amount in excess of 166,666,667 shares of common stock, all shares issued in the 2019 rights offering will be reduced in an equitable manner as we determine in our sole discretion. Further, you will not be entitled to exercise an oversubscription privilege to purchase additional shares of common stock that may remain unsubscribed as a result of any unexercised rights in the 2019 rights offering. If the 2019 rights offering is terminated, all rights will expire without value and we will promptly arrange for the refund, without interest, of all funds received from holders of rights. All monies received by the subscription agent in connection with the 2019 rights offering will be held by the subscription agent, on our behalf, in a segregated interest-bearing account at a negotiated rate. All such interest shall be payable to us even if we determine to terminate the 2019 rights offering and return your subscription payment. Purpose of the 2019 Rights Offering As discussed in greater detail elsewhere in this prospectus, in April 5, 2019, we announced that we paid a combined 70 million (approximately $91.6 million at exchange rates at the time of announcement) to the customers on our two remaining European V lund loss projects referred to as the second and fifth projects in previous communications in exchange for significantly limiting the Company s obligations under these contracts, including a waiver of the customer s rejection and termination rights on the fifth project. On April 5, 2019, we also announced that we had amended our U.S. credit agreement with our current lenders. The amendment provided an additional $150.0 million of financing from B. Riley through Tranche A-3 last-out term loans as well as an incremental uncommitted facility of up to $15.0 million to be provided by B. Riley or an assignee. The proceeds from the Tranche A-3 last-out term loans were used to pay the amounts due under these settlement agreements on our two remaining European V lund loss projects and for working capital and general corporate purposes. In connection with this amendment, we agreed to use our reasonable best efforts to effect a series of transactions intended to equitize a portion of the last-out term loans outstanding under our U.S. credit agreement through the Equitization Transactions. The 2019 rights offering is intended to satisfy our obligation to effect the first of the Equitization Transactions, and, as a result, the proceeds from the 2019 rights offering will be used to repay a portion of our Tranche A-3 last-out term loans under the U.S. credit agreement. Backstop Exchange Agreement On April 30, 2019, we entered into the Backstop Exchange Agreement with B. Riley. Pursuant to the Backstop Exchange Agreement, B. Riley has agreed to purchase from us, at a price per share equal to the subscription price, all unsubscribed shares of common stock in the 2019 rights offering for cash or by exchanging an equal principal amount of Tranche A-2 or Tranche A-3 last-out term loans. B. Riley s purchase of shares of our common stock pursuant to the Backstop Exchange Agreement will be completed in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, which we refer to as the Securities Act. B. Riley will not receive any fee for acting as backstop for the 2019 rights offering, however, we have agreed to reimburse B. Riley for all reasonable out-of-pocket costs and expenses it incurs, including fees for its legal counsel. Our obligations and the obligations of B. Riley to consummate the transactions contemplated by the Backstop Exchange Agreement are subject to the satisfaction of each of the following conditions (which may be waived in whole or in part by either party with respect to itself in its sole discretion), which we refer to as the joint conditions: (i) the registration statement relating to the 2019 rights offering shall have been declared effective by the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto; (ii) the 2019 rights offering shall have been conducted in accordance with the Backstop Exchange Agreement in all material respects without the waiver of any condition thereto; (iii) all material governmental and third-party notifications, filings, consents, waivers, and approvals required for the consummation of the transactions contemplated by the Backstop Exchange Agreement, including the 2019 rights offering, shall have been made or received; (iv) no action shall have been taken, no statute, rule, regulation, or order shall have been enacted, adopted, or issued by any federal, state, or foreign governmental or regulatory authority, and no judgment, injunction, decree, or order of any federal, state or foreign court shall have been issued that, in each case, prohibits the implementation of the 2019 rights offering and the issuance and sale of our common stock in the 2019 rights offering or materially impairs the benefit of implementation thereof, and no action or proceeding by or before any federal, state, or foreign governmental or regulatory authority shall be pending or, to the knowledge of the parties, threatened wherein an adverse judgment, decree, or order would be reasonably likely to result in the prohibition of or material impairment of the benefits of the implementation of the 2019 rights offering and the issuance and sale of our common stock in the 2019 rights offering; (v) we shall have received requisite stockholder approval of each of (i) a proposal to approve the Equitization Transactions, (ii) a proposal to increase authorized shares, and (iii) a proposal to renounce certain corporate opportunities (collectively, the Equitization Proposals ), which approval was obtained at our 2019 annual meeting of stockholders held on June 14, 2019; (vi) the shares of our common stock to be issued in the 2019 rights offering shall have been approved for listing on the NYSE, subject to official notice of issuance; provided, however, that this condition will not apply in the event our common stock ceases to be listed and traded on the NYSE on or prior to the closing; and (vii) the Investor Rights Agreement and the Registration Rights Agreement shall remain in full force and effect with regard to us and B. Riley. If required, the Company and B. Riley will file a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice in connection with B. Riley's acquisition of common stock in the Equitization Transactions. In addition to the joint conditions, our obligation to issue and sell to B. Riley shares of our common stock under the Backstop Exchange Agreement is subject to the satisfaction of each of the following conditions (which may be waived in whole or in part by us in our sole discretion): (i) the representations and warranties of B. Riley made in the Backstop Exchange Agreement shall be true and correct, subject to certain materiality exceptions; and (ii) B. Riley has performed and complied in all material respects with all covenants and agreements contained in the Backstop Exchange Agreement. In addition to the joint conditions, B. Riley s obligation to purchase shares of our common stock under the Backstop Exchange Agreement is subject to the satisfaction of each of the following conditions (which may be waived in whole or in part by B. Riley in its sole discretion): (i) our representations and warranties made in the Backstop Exchange Agreement shall be true and correct, subject to certain materiality exceptions; and (ii) we have performed and complied in all material respects with all covenants and agreements contained in the Backstop Exchange Agreement. In addition to the foregoing, our obligation to commence and consummate the 2019 rights offering under the Backstop Exchange Agreement is subject to conditions set forth in "The 2019 Rights Offering Backstop Exchange Agreement Conditions to the Backstop Exchange Commitment." See The Rights Offering Backstop Exchange Agreement for additional information. Use of Proceeds We expect to use the proceeds from the 2019 rights offering to partially repay the indebtedness outstanding and our other obligations under the Tranche A-3 last-out term loans under our U.S. credit agreement. See Use of Proceeds. Subscription and Information Agent D.F. King & Co., Inc. will act as the information agent in connection with the 2019 rights offering. You may contact the information agent with questions at (212) 269-5550 (for banks and brokers) or (800) 622-1649 (toll free), or by email at bw@dfking.com. Computershare Trust Company, N.A. will act as the subscription agent in connection with the 2019 rights offering. Exchange of Tranche A-1 Last-Out Term Loans Concurrent with the closing of the 2019 rights offering, we expect to complete a debt-for-equity exchange with the holders of all outstanding Tranche A-1 last-out term loans under the U.S. credit agreement, pursuant to which we will exchange shares of our common stock at the subscription price of $0.30 per share for an equal aggregate principal amount of Tranche A-1 last-out term loans under the U.S. credit agreement. As of March 31, 2019, all outstanding Tranche A-1 last-out term loans under the U.S. credit agreement were held by Vintage. Subject to certain limited exceptions, Vintage may transfer part or all of the Tranche A-1 last-out term loans prior to the completion of the Tranche A-1 Debt Exchange, including to B. Riley. All shares of our common stock issued pursuant to the Tranche A-1 Debt Exchange will be issued in a transaction exempt from registration under the Securities Act, and we will not have any obligation to issue shares of our common stock to any person in the absence of such an exemption from registration. The completion of the Tranche A-1 Debt Exchange will be conditioned on, among other things, the closing of the 2019 rights offering. Based on approximately $37.7 million aggregate principal amount of Tranche A-1 last-out term loans under the U.S. credit agreement outstanding as of June 14, 2019, if the Tranche A-1 Debt Exchange is completed, we would issue an aggregate of approximately 125.7 million shares of our common stock to holders of the Tranche A-1 last-out term loans. The actual number of shares of our common stock that we issue in the Tranche A-1 Debt Exchange will likely be greater than this amount because the Tranche A-1 last-out term loans accrue interest through the date of the exchange at a fixed rate per annum of 7.5% payable in cash and 8% payable in kind. Issuance of the Warrants Concurrently with the Tranche A-1 Debt Exchange, we intend to issue to B. Riley, or such other persons as B. Riley directs, an aggregate of 16,666,667 warrants, each exercisable for one right to purchase one share of our common stock at a purchase price of $0.01 per share. These warrants, and the shares of our common stock issuable upon exercise, will be issued in transactions exempt from registration under the Securities Act. For more information, see The Equitization Transactions Issuance of the Warrants. The 2019 Annual Meeting of Stockholders Our 2019 annual meeting of stockholders took take place on June 14, 2019. At the 2019 annual meeting of stockholders, we asked our stockholders to approve, among other proposals, the following proposals for general improvements in our corporate governance framework and proposals necessary for the conduct of the Equitization Transactions: an amendment to our restated certificate of incorporation to increase the authorized number of shares of our common stock from 200,000,000 to 500,000,000 shares; an amendment to our restated certificate of incorporation to declassify the Board of Directors; amendments to our restated certificate of incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to our restated certificate of incorporation and our bylaws, and replace this requirement with a majority vote requirement; approval of the Equitization Transactions; an amendment to our restated certificate of incorporation to renounce any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business opportunity that is presented to B. Riley, Vintage or their respective directors, officers, shareholders, or employees; and an amendment to our restated certificate of incorporation to effect a reverse stock split of our common stock. At our 2019 annual meeting of stockholders held on June 14, 2019, our stockholders approved, among other things, the proposals regarding the increase in the authorized number of shares of our common stock, the Equitization Transactions and the renunciation of business opportunities. Dilutive Effects of the Equitization Transactions If the Equitization Transactions are consummated, we will issue approximately 292.4 million shares of common stock. Based on the number of shares of common stock outstanding as of June 14, 2019, the shares issued in the Equitization Transactions will represent approximately 63% of the total shares of common stock outstanding following the Equitization Transactions. This excludes the 16,666,667 shares of common stock subject to issuance pursuant to the exercise of warrants issued in the Equitization Transactions as well shares of common stock reserved for issuance under the 2015 LTIP. The actual number of shares of common stock issued in the Equitization Transactions may be higher than the amount indicated, however, due to, among other things, the accumulation of paid-in-kind interest on the outstanding Tranche A-1 last-out term loans under our U.S. credit agreement through the completion of the Tranche A-1 Debt Exchange. If a stockholder does not exercise any rights in the 2019 rights offering, the number of shares of our common stock that such stockholder owns will not change. However, we intend to issue an aggregate 166,666,667 shares of our common stock through the 2019 rights offering and the backstop exchange commitment. If a stockholder does not exercise its rights in the 2019 rights offering in full, its percentage ownership will be materially diluted after the 2019 rights offering. Further, because we will issue additional shares of our common stock in the other Equitization Transactions and our stockholders (other than B. Riley and Vintage) will not be given the opportunity to participate in those issuances, our stockholders (other than B. Riley and Vintage) will see their percentage ownership materially diluted following the other Equitization Transactions regardless of whether they exercise their rights to participate in the 2019 rights offering. For additional information on the possible dilutive effects of the Equitization Transactions, see The 2019 Rights Offering Dilutive Effects of the Equitization Transactions. Interests of Our Officers, Directors and Principal Stockholders in the Equitization Transactions B. Riley and Vintage are each significant stockholders of, and lenders to, the Company. A total of five of our seven directors on the Board of Directors have been designated by either Vintage or B. Riley pursuant to the Investor Rights Agreement. In addition, we are party to a consulting agreement with B. Riley for the services of our Chief Executive Officer. We have also entered into or will enter into various agreements with each of B. Riley and Vintage to implement the Equitization Transactions. These various agreements and relationships may result in B. Riley and Vintage, and any associated directors and officers of the Company, having interests that may be different from those of our stockholders generally. In addition, a change in control under certain of our employee compensation plans and awards and management severance agreements would require the accelerated vesting of all outstanding and unvested equity awards. If a change in control were to occur following the completion of the Equitization Transactions, certain members of management would be entitled to cash-based severance payments, health and welfare benefits, and bonus payments if such members of senior management are terminated without cause or for good reason (each as defined in the applicable employee compensation plans and awards and management severance agreements) within 24 months following the change in control.

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+following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements, and the notes to the financial statements. For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to "ALLYME" "we," "us," the "Company" and "our," refer to ALLYME GROUP, INC., a Company incorporated in the State of Nevada. Without taking into account the offering, we will run out of funds approximately December 31, 2019. We incur public company reporting costs of approximately $50,000 per year or $12,500 per quarter. To fund the Company s operating expenses following December 31, 2019, the Company will clearly require additional funding for ongoing operations and to finance additional growth. There is no guarantee that we will be able to raise any additional capital and have no current arrangements for any such financing. Our near-term financing requirement (less than 6 months), is anticipated to be approximately $60,000, which includes a monthly overhead burn rate of $10,000, public reporting costs and the remainder allocated to the Company s general working capital. Beyond our near-term financing requirement (more than 6 months), we will need an additional approximately $2,000,000 to implement the Company s plan of operations. Of this amount, we anticipate that we will need approximately $250,000 of the total amount required by the end of calendar year 2019. The foregoing represents the Company s best estimates as of the date of this Prospectus and may materially vary based upon actual experience. The

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+Table of Contents SUMMARY As used in this prospectus, unless the context otherwise requires, "we," "us," "our," the "Company" and "Telidyne" refers to Telidyne, Inc. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. You should read the entire prospectus before making an investment decision to purchase our common shares. Our Business Telidyne Inc. ("Telidyne" or the "Company") is a technology platform company offering digital and mobile payments on behalf of consumers and merchants worldwide through its proprietary mobile App payment platform TELIBIT. Telidyne s mobile payment platform enables our users to send and receive payments. We are also developing a two-sided network where both merchants and consumers can have Telibit accounts with a digital wallet balance functionality. Our payment service enables the completion of payments on our Payments Platform on behalf of our mobile App users. We offer our users the flexibility to use their digital wallet account to make payments to each other for goods and services, as well as to transfer and withdraw funds. We enable consumers to add funds into their digital wallet safely using a variety of funding sources, including a bank account, a credit or debit card. Our Telibit platform also makes it easier for friends and family to transfer funds to each other for peer to peer transfers. Our revenues are earned by charging fees for completing payment transactions for our users and other payment-related services. We do not charge users any fees to fund or withdraw from their digital Telibit account; however, we generate revenue from consumers on use of our credit card other value-added services which include peer to peer borrowing. We also plan to generate revenue from advertising on our mobile app. Aron Govil, presently, owns 80% of our common stock, and, assuming 100% of this offering is sold, he will continue to beneficially own approximately 37%. Due to his ownership of Series A Preferred Shares he is able to have majority voting power regardless of his common stock holdings and hence he will be able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our company. He could prevent transactions, which would be in the best interests of the other shareholders. Mr. Govil s interests may not necessarily be in the best interests of the shareholders in general. Telidyne, Inc. (formerly known as TEC technology, Inc.) was incorporated on December 5, 2011 in the State of Nevada, and redomiciled in Delaware by reincorporating on January 17, 2019. The Offering Common Shares Offered by Us: 3,000,000 common shares at a fixed price of $3.00 per share. Common Shares Offered by the Selling Security Holders: 1,000,000 common shares at a fixed price of $3.00 per share or, if quoted on the OTCQB, at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. Minimum Number of Common Shares To Be Sold in This Offering: None. Number of Shares Outstanding Before the Offering: 5,000,264 common shares are issued and outstanding as of the date of this prospectus. Use of Proceeds: Any proceeds that we receive from the Primary Offering will be used by us to pay for the expenses of this offering and as general working capital. We will not receive any proceeds from the sale or other disposition of the Secondary Offering covered by this prospectus. See "Use of Proceeds"

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+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements before deciding to buy shares of our common stock. Unless the context requires otherwise, references in this prospectus to Avedro, the company, we, us and our refer to Avedro, Inc. Overview We are a leading commercial-stage ophthalmic medical technology company focused on treating corneal ectatic disorders and improving vision to reduce dependency on eyeglasses or contact lenses. Our proprietary Avedro Corneal Remodeling Platform is designed to strengthen, stabilize and reshape the cornea utilizing corneal cross-linking in minimally invasive and non-invasive outpatient procedures to treat corneal ectatic disorders and correct refractive conditions, which are caused by changes in the shape of the eye that prevent light from focusing on the retina, causing blurred vision. Our Avedro Corneal Remodeling Platform is comprised of our KXL and Mosaic systems, each of which delivers ultraviolet A, or UVA, light, and a suite of proprietary single-use riboflavin drug formulations, which, when applied together to the cornea, induce a biochemical reaction called corneal collagen cross-linking, or corneal cross-linking. Our KXL system in combination with our Photrexa drug formulations, which we launched in the United States in September 2016, is the first and only minimally invasive product offering approved by the U.S. Food and Drug Administration, or the FDA, indicated for the treatment of progressive keratoconus and corneal ectasia following refractive surgery. Additionally, the FDA granted us orphan drug designations and we have orphan drug exclusivity until 2023 that covers our Photrexa formulations used with our KXL system for our approved indications. We have obtained a Conformit Europ ene, or CE, mark for our Mosaic system, which allows it to be marketed throughout the European Union. The Mosaic system is capable of performing vision correction procedures and treating corneal ectatic disorders, and we began a targeted international launch in late 2017. We plan to seek FDA approval for our Mosaic system and its associated drug formulations for the treatment of presbyopia as an initial targeted indication. We have invested significantly to establish the safety and broad clinical utility of our Avedro Corneal Remodeling Platform and to drive its commercial adoption. We are the only company to have conducted randomized, sham-controlled clinical trials to receive marketing approval of a corneal cross-linking solution. We have conducted and supported more than 15 clinical trials and more than 130 peer-reviewed publications have been published, which provides support for what we believe are the benefits of our Avedro Corneal Remodeling Platform. To date, over 400,000 cross-linking procedures have been performed globally with our products, including more than 18,000 procedures performed in the United States alone. Our Avedro Corneal Remodeling Platform technology uses corneal cross-linking to strengthen the cornea and modify its shape, a process we refer to as corneal remodeling. Because the cornea functions as the eye s outermost lens, responsible for 65% to 75% of the eye s total focusing power, we believe corneal remodeling represents a powerful approach to treating corneal ectatic disorders and correcting vision. We believe corneal remodeling is a particularly effective treatment for progressive keratoconus, a disease in which the cornea progressively thins and weakens, as corneal remodeling strengthens and stabilizes the cornea to slow or arrest the progression of the disease. Corneal remodeling can also potentially be used to correct vision for otherwise healthy individuals by reshaping the cornea through a non-invasive procedure without the need for corneal surgical procedures. Our KXL system and its associated Photrexa formulations were approved by the FDA, based on three pivotal randomized and sham-controlled Phase 3 U.S. clinical trials involving 205 patients with progressive keratoconus and 179 patients with corneal ectasia following refractive surgery. The results showed a clinically significant difference in corneal steepening, which is a defining indicator of disease progression in keratoconic patients, in the treatment group in comparison to the control group. We are currently conducting a pivotal Phase 3 clinical trial pursuant to a Special Protocol Assessment, or SPA, for a new indication for our latest- Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated February 4, 2019 PROSPECTUS 5,000,000 Shares Common Stock This is Avedro, Inc. s initial public offering. We are selling 5,000,000 shares of our common stock. We expect the public offering price to be between $14.00 and $16.00 per share. Currently, no public market exists for the shares. We have applied to list our common stock on the Nasdaq Global Market under the symbol AVDR . We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. Investing in the common stock involves risks that are described in the Risk Factors section beginning on page 16 of this prospectus. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) We refer you to Underwriting beginning on page 212 for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional 750,000 shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about , 2019. BofA Merrill Lynch J.P. Morgan Cowen Guggenheim Securities SVB Leerink The date of this prospectus is , 2019. Table of Contents generation KXL system and its associated investigational drug formulations and our Boost Goggles in a shorter and non-invasive procedure for the treatment of progressive keratoconus that leaves the corneal epithelium in place, which we refer to as Epi-On. If approved, we believe this combination and our Boost Goggles will be the first corneal cross-linking product offering approved in the United States for an Epi-On procedure and may result in the grant of a three-year period of market exclusivity. Our CE mark for the KXL system, which we received in 2011, covers a broader indication and technical range of use than currently approved in the United States. For example, outside the United States, our KXL system is marketed to perform other corneal cross-linking procedures such as Lasik Xtra, a procedure performed in conjunction with refractive procedures such as laser in-situ keratomilcusis, or LASIK, to strengthen the cornea and stabilize procedure results. Our Mosaic system, which we believe offers the world s most advanced and versatile cross-linking technology, is available outside of the United States for performing vision correction procedures in addition to treating keratoconus. Unlike the KXL system, which delivers UVA light across a large portion of the cornea in a fixed pattern, our Mosaic system uses a digital UVA beam-forming technology in conjunction with real-time eye tracking to deliver metered UVA light to the cornea in a controllable pattern and to induce cross-linking in a targeted zone. This zonal corneal cross-linking induces a change in the shape of the cornea and enables refractive correction using a procedure we refer to as photorefractive intrastromal cross-linking, or PiXL. We are generating additional clinical data to potentially expand applications of the Mosaic system and to increase physician and patient awareness and adoption. We plan to initiate a Phase 2a clinical trial in the first half of 2019 to evaluate the use of PiXL as a solution for vision improvement for patients with presbyopia. We also plan to leverage our platform to broaden our development programs into additional vision correction uses, such as the treatment of refractive error for low myopia and post-cataract procedures. We have successfully established broad private payor coverage and are continuing to work on pursuing favorable payment policies for use of our KXL system to treat keratoconus, with 63 private payors covering a total of up to 170 million covered lives in the United States, or approximately 95% of our estimated total U.S. addressable market for keratoconus. Corneal cross-linking for the treatment of keratoconus was granted a Category III Current Procedural Terminology code, and in November 2018, we received a product-specific J code for our Photrexa formulations. The J code became effective on January 1, 2019. We expect these changes will help stabilize payment policies. Vision correction procedures are generally not covered by insurance and are paid for out-of-pocket by the patient. We would expect providers to establish a price per procedure that is self-paid and competitive with current self-paid vision correction procedures, such as LASIK. Since our U.S. commercial launch of the KXL system and its associated Photrexa formulations in September 2016, we have sold over 300 KXL systems in the United States, and since our KXL system was CE marked in 2011, we have sold over 700 KXL systems outside the United States. Since our launch outside the United States, we have sold 20 Mosaic systems outside the United States. We generated revenue of $20.2 million, with a gross margin of 51.1% and a net loss of $21.3 million, for the year ended December 31, 2017, compared to revenue of $14.9 million, with a gross margin of 52.1% and a net loss of $16.4 million, for the year ended December 31, 2016. We generated revenue of $19.5 million, with a gross margin of 57.8% and a net loss of $18.7 million, for the nine months ended September 30, 2018, compared to revenue of $15.6 million, with a gross margin of 54.3% and a net loss of $14.6 million, for the nine months ended September 30, 2017. Table of Contents Table of Contents The Avedro Corneal Remodeling Platform consists of the following UVA light delivery devices and associated drug formulations: Avedro Corneal Remodeling Platform Overview Device Formulations Procedures Application U.S. Status International Status Device Formulation KXL System Mosaic Device Photrexa Viscous & Photrexa ParaCel Part 1 & 2 VibeX Xtra ParaCel Part 1 & 2 (Epi-On) VibeX Rapid (Epi-Off) Vibex Xtra KXL (Epi-Off) KXL (Epi-On) Lasik Xtra Customized Remodeled Vision (CuRV) Photorefractive Intrastromal Cross-Linking (PiXL) Lasik Xtra Progressive Keratoconus and Corneal Ectasia Following Refractive Surgery Progressive Keratoconus Corneal Weakening Following Refractive Surgery and Refractive Regression Keratoconus and Vision Improvement Presbyopia Low Myopia Post-Cataract Refractive Errors Corneal Weakening Following Refractive Surgery and Refractive Regression FDA Approved (2016) Phase 3 Trial Ongoing+ - - Phase 2a Trial Planned for 1H2019 - CE Mark (2011)** CE Mark (2015)*# - CE mark (2011)*# CE mark (2011)*# CE Mark (2015)*# + In conjunction with our Boost Goggles. * Also commercially available in the Middle East and Japan. ** Also commercially available in the Middle East, Japan and China. # Exclusively licensed to us from Medio-Haus Medizinprodukte GmbH. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to Celexus, Inc. See Cautionary Note Regarding Forward Looking Statements on page 8. Our Company Business Overview General Celexus, Inc. is an acquisition, management and holding company for early stage, high growth businesses and technologies in the hemp industry. The Company has developed specific criteria and standards that must be met by each acquisition candidate. Once identified, the Company will engage its team of industry professionals to perform thorough due diligence on the potential acquisition partner. Following successful due diligence, Celexus will send in its M & A team to structure and present an attractive proposal to the selling entity. Due to the recent passing of the 2018 Farm Bill, Celexus now feels very comfortable in entering the rapidly growing hemp and CBD market. It is estimated that hemp biomass has over 50,000 uses including 100% biodegradable plastic, paper, clothing, building materials, etc. Managements experience and beliefs are that CBD oils are believed to provide many medical benefits. It has been reported that CBD oil can treat hundreds of medical issues such as anxiety, depression, pain, arthritis, insomnia, anorexia, heart disease, diabetes, asthma, several types of cancer, Alzheimer s, dementia and epilepsy, just to name a few. The 2018 Farm Bill or or Agriculture Improvement Act of 2018 stablishes a new federal hemp regulatory system under the US Department of Agriculture which aims to facilitate the commercial cultivation, processing, and marketing of hemp. The bill removes hemp and hemp seeds from the statutory definition of marijuana and the DEA schedule of Controlled Substances amd makes hemp an eligible crop under the federal crop insurance program. It also allows the transfer of hemp and hemp-derived products across state lines provided the hemp was lawfully produced under a State or Indian Tribal plan or under a license issued under the USDA plan. From an environmental standpoint, hemp is truly a miracle. An average grow cycle is 12-14 weeks to fully mature at 10-15 feet tall. A tree can take 20-50 years to reach full maturity. This could significantly reduce deforestation by providing the same products that trees are able to supply. Also, hemp breathes 4 times more carbon dioxide than a tree and releases 4 times more oxygen, making our air substantially cleaner. With the recent lift of Federal bans on hemp, we are expecting through continued research more and more discoveries of uses for hemp and its bi-products both medically and industrially. It is these reasons, along with the environmental impact associated with hemp, that is driving us to become a key player in such an important market. Our objective is to become a leading supplier of both seeds and clones internationally. There is a massive demand for high grade, organic, high cannabidiol, (CBD) seeds and clones across the country and the demand is only getting bigger. The Companys retained deficit is $8,932,710, we have only one officer and no employees, and only 20% of the president s time will be spent on the business of the company. Celexus is a Shell Company and therefore its securities as of this date are not eligible to utilize Rule 144 and therefore its securities may be highly illiquid. Our executive offices are located at 8275 S. Eastern Ave. Suite 200, Las Vegas, NV 89123. Our telephone number is (702) 724-2636. The Offering This prospectus covers up to 25,000,000 common shares sold under a Convertible note and 21,000,000 to be sold by the Issuer. ABOUT THIS OFFERING Securities Being Offered Up to 25,000,000 shares of Celexus, Inc. to be sold under the Convertible note and 21,000,000 by the issuer.

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+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our common stock. You should carefully consider, among other things, our financial statements and related notes and the sections titled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Overview We are a holding company incorporated in Nevada. We are engaged in a variety of renewable energy related businesses, including development of electricity generation systems powered by our proprietary air compression generation technology, installation of photovoltaic ("PV") solar panels, production and sales of synthetic fuel and related products, hydraulic parts and electronic components through our subsidiaries and consolidated affiliated entities in China. We operate in a number of facilities in Tianjin City, Hubei and Hebei Provinces in China. We sell our products in China mainly through distributors. The table below illustrates the businesses we conduct through our subsidiaries and consolidated affiliated entities: Subsidiary Principal Business Location Sanhe Xiangtian Sales of PV panes, air compression equipment and heat pump products and sale and installation of power generation systems and PV systems Hebei Province Xiangtian Zhongdian Manufacture and sales of PV panels Hubei Province Jingshan Sanhe Manufacturing and sales of Synthetic fuel products Hubei Province Hubei Jinli Manufacture and sales of hydraulic parts and electronic components Hubei Province Tianjin Jiabaili Synthetic fuel production Tianjin Xianning Xiangtian Manufacturing and sales of air compression equipment and heat pump products Hubei Province Xiangtian Trade Sale of synthetic fuel products Hubei Province Rongentang Wine Wine production Hubei Province Rongentang Herbal Wine Herbal Wine production Hubei Province During the years ended July 31, 2018, 2017 and 2016, we generated revenue of $15,269,788, $9,521,371 and $10,839,955, respectively and incurred net losses of $1,299,422, $4,564,159 and $608,184, respectively. We had accumulated deficit of $5,517,175 as of October 31, 2018. We achieved profitability in the three months ended October 31, 2018 and generated revenue of $19,988,438 and net income of $1,578,209. Our Market Opportunity We believe the market for renewable energy generation is expanding and rapidly evolving. Renewable energy, such as solar, wind, biomass, hydropower and geothermal, has recently been recognized as a "mainstream" energy source. Global investment in renewable energy edged up 2% in 2017 to $279.8 billion, taking cumulative investment since 2010 to $2.2 trillion, and since 2004 to $2.9 trillion. China has been the leading destination for renewable energy investment, accounting for 45% of the global investment. Solar power rose to record prominence in 2017, as the world installed 98 gigawatts of new solar power projects, more than the net additions of coal, gas and nuclear plants put together. China accounted for just over half of that new global solar capacity in 2017, and it accounted for 45% of the $279.8 billion committed worldwide to all renewables (excluding large hydro-electric projects). Blending methanol with gasoline allows refiners to extend China s gasoline supply and increase the octane level of its gasoline. According to IHS Markit, a leading global information provider, global methanol demand reached 75 million metric tons in 2015 (24 billion gallons/91 billion liters), driven in large part by emerging energy applications for methanol which now account for 40% of methanol consumption. In December 2016, the PRC National Development and Reform Commission established targets for renewable energy, including increasing the share of non-fossil fuel energy of total primary energy consumption from 12% in 2015 to 20% by 2030. In the 2018 PRC National Ecological Environmental Protection Conference, the PRC government re-emphasized its determination to adjust the national energy structure and to foster the development of environmental protection industries and clean energy industries. In 2018, the PRC Ministry of Industry and Information Technology started to promote the adoption of fuel with a higher percentage of methanol in several provinces in China and encourage the production of methanol-fueled vehicles. Table of Contents Our Competitive Strengths We believe the continued growth of our company will be driven by the following competitive strengths: Pioneer to market with an innovative air compression generation technology solution. We believe we are a pioneer in the field of compressed air energy storage in China. The only competitor in China that we are aware of is a pilot project established in Wuhu city in November 2014 by the Chinese Academy of Science, an academic and research institute. Environmentally friendly solutions and products. We utilize compressed air energy storage equipment in conjunction with the power generation system of alternative energy sources to produce electricity, which is a novel approach and provides customers with an advanced power generation capability with no carbon or toxic emissions. In addition, our green energy products can be blended with gasoline or diesel to generate a fuel that is efficient and can boost the gasoline s octane number with lower emissions compared to conventional gasoline. Flexible solutions and products. Our compressed air technology can be used with any other power sources, including solar energy, wind energy, geothermal energy, tidal energy, water energy and all the available natural energy as a raw power in conjunction with our compressed air energy storage technology. The collected mechanical energy from the raw power source is converted into compressed air and is then converted and released into direct current power. In addition, our high-grade synthetic fuel products can be mixed into gasoline or diesel reducing exhaust emissions of carbon monoxide—a regulated pollutant linked to smog, acid rain, global warming and other environmental problems. Comprehensive intellectual property portfolio. We have a comprehensive patent portfolio (including licensed patents) to protect our intellectual property and technology, with rights as of October 31, 2018 to 12 issued patents and two pending patent applications in China that cover aspects of our air compression generation technology, green energy products and future product concepts. In addition, we are collaborating with experts in the synthetic fuel industry to develop new synthetic fuel products to meet the market demand. Our Strategy Our goal is to be a leader in providing renewable energy solutions in Asia. We believe the following strategies will play a critical role in achieving this goal and our future growth: Continue to expand our diversified business units. We believe that a significant opportunity for increased high margin, recurring revenue exists in our current air compression generation systems, PV panels, synthetic fuels, hydraulic parts and electronic components products as a result of our strong relationships with existing customers and the synergy among those product offerings. Our sales and marketing team is also seeking to identify utilities, transportation companies and industrial end-users who may view synthetic fuel as a potentially compelling addition to traditional fuels and enter into long-term, take-or-pay contracts for our green energy products. Following this offering, we intend to expand our manufacturing capacity for green energy products, such as Green Energy No. 1. Invest in research and development to drive innovation and expand indications. We are committed to research and development to further improve our products and increase customer acceptance. For example, we are collaborating with experts in the synthetic fuel industry to develop new synthetic fuel products to meet the market demand. We plan to invest RMB1,000,000 (US$145,347) in our research and development activities in 2019. Further penetrate domestic markets and expand into new international markets. All of our current customers are located in China. We plan to establish our international presence in other regions of Asia, including Laos, Myanmar, Vietnam and Cambodia. We target fast-growing markets where we believe we can deliver significant value including energy generation power plants. Opportunistically grow through more complementary acquisitions. We plan to selectively pursue acquisitions in the future, to further enforce our competitive advantages, scale and grow our business and increase profitability. Our acquisition strategy is based on identifying and acquiring companies that complement our existing product offerings and production capacities. We plan to execute our acquisition strategy through entering into production contracts or leases of production facilities with potential targets with an option to purchase a controlling interest in such targets. We have identified several potential targets and are in various stages of discussion and diligence with such targets. Table of Contents Risks and Challenges Investing in our common

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+prospectus summary. The Reorganization Transactions In connection with and prior to the closing of this offering, we will consummate the following reorganizational transactions: We will amend the organizational documents of Cibus Global to provide, among other things, for the conversion of all issued and outstanding common shares and preferred shares in Cibus Global ( Equity Interests ) into a single class of common stock of Cibus Global (the Cibus Global Common Stock ). Prior to the Corporate Conversion (as described below), all of the issued and outstanding Equity Interests will be converted on a one-for-one basis into Cibus Global Common Stock, provided that restricted Equity Interests that are subject to contractual threshold values and, in the case of unvested restricted Equity Interests, vesting dates ( Restricted Equity Interests ) will be converted into restricted Cibus Global Common Stock, subject to the same contractual threshold values and, in the case of unvested restricted Cibus Global Common Stock, vesting dates ( Restricted Cibus Global Common Stock ). All of the issued and outstanding warrants ( Warrants ) that were exercisable for preferred shares will remain outstanding, but will become exercisable in accordance with their terms for shares of Cibus Global Common Stock. Following completion of the conversion of the Equity Interests into Cibus Global Common Stock, Cibus Global will undertake a 1-for-9.1908 reverse stock split (consolidation). After the reverse stock split and prior to the Corporate Conversion, a total of 17,157,971 shares of Cibus Global Common Stock will be outstanding in Cibus Global. Following the consummation of the reverse stock split, we will undertake the Corporate Conversion, as described below. The Corporate Conversion We are currently a British Virgin Islands business company operating under the name of Cibus Global, Ltd. In connection with and prior to the closing of this offering, we will domesticate into a Delaware corporation by means of a statutory domestication under Section 388 of the DGCL and Section 184 of the BCA and change our name to Cibus Corp. Our principal executive offices are located at 6455 Nancy Ridge Drive, San Diego, California 92121, and our telephone number is +1 (858) 450-0008. We also maintain a website at www.cibus.com. The information contained in, or that can be accessed through, our website is not part of this prospectus. Pursuant to the Corporate Conversion, all outstanding shares of Cibus Global Common Stock will be converted into shares of Class A common stock of Cibus Corp., as follows: Shares of unrestricted Cibus Global Common Stock will be converted into shares of Class A common stock on a one-for-one basis. For holders of shares of Restricted Cibus Global Common Stock, we will determine the aggregate fair market value of such Restricted Cibus Global Common Stock (the Restricted Shares FMV ), taking into account the threshold values of such shares and the public offering price per share in this offering, using the Black-Scholes Merton option pricing model. Such shares of Restricted Cibus Global Common 10 TABLE OF CONTENTS Stock will be converted into a number of shares of Class A common stock equal to (i) the Restricted Shares FMV divided by (ii) the public offering price per share in this offering. Following such conversion, the resulting shares of Class A common stock shall remain subject to the same vesting conditions, if any, applicable to the shares of Restricted Cibus Global Common Stock, but will no longer be subject to any threshold value. For holders of outstanding Warrants (other than the Riggs Warrants (as defined below)), we will determine the aggregate fair market value of such Warrants (the Warrants FMV ), taking into account the exercise price of such Warrants and the public offering price per share in this offering, using the Black-Scholes Merton option pricing model. We will offer to acquire all of such outstanding Warrants for a number of shares of Class A common stock equal to (i) the Warrants FMV divided by (ii) the public offering price per share in this offering. For holders of Warrants (other than the Riggs Warrants) that elect to retain their Warrants, such Warrants will remain exercisable, in accordance with their terms, for shares of Class A common stock. The application of the Black-Scholes Merton option pricing model in determining the fair market value of Restricted Cibus Global Common Stock and Warrants will impact the number of shares of Class A common stock outstanding following the Corporate Conversion. Specifically, because of the restrictions applicable to the Restricted Cibus Global Common Stock and Warrants (most significantly, threshold values and exercise prices, respectively), the value of a share of Restricted Cibus Global Common Stock or a Warrant to purchase Cibus Global Common Stock will reflect a discount to the public offering price in this offering (assumed to be $15.00, the mid-point of the range set forth in this prospectus). For this reason, the number of shares of Class A common stock issuable upon the conversion or exchange, as applicable, of Restricted Cibus Global Common Stock and Warrants will be smaller than the number of Restricted Cibus Global Common Stock and Warrants for which they are converted or exchanged. Concurrent with our Corporate Conversion, a member of our Board of Directors, Rory Riggs, will transfer all of his outstanding Warrants (the Riggs Warrants ), exercisable to purchase 10,480,992 shares of Cibus Global Common Stock (before giving effect to the reverse stock split) at a weighted average exercise price of $2.02 per share, to Cibus Corp. Pursuant to the terms of the Riggs Warrants, in exchange for such Riggs Warrants, Cibus Corp. will deliver to Mr. Riggs 1,140,379 shares of Class B common stock (after giving effect to the reverse stock split) (the Riggs Warrant Exchange ). The shares of Class B common stock held by Mr. Riggs will be convertible into shares of Class A common stock, subject to a weighted average exercise price of $18.53 per share. Assuming an initial public offering price of $15.00 per share (the midpoint of the range set forth on the cover page of this prospectus) and assuming that all Warrants (other than the Riggs Warrants and the JPL Warrants (as defined below)), elect to exchange their Warrants for Class A common stock, following the Reorganization Transactions and the Corporate Conversion, Original Cibus Global Equity Owners will hold an aggregate of 16,666,676 shares of Class A common stock of Cibus Corp. Upon completion of the Riggs Warrant Exchange, Mr. Riggs will be the sole holder of shares of Class B common stock of Cibus Corp. and will hold an aggregate of 1,140,379 Class B shares (which will be convertible into shares of Class A common stock, subject to a weighted average exercise price of $18.53 per share). In addition, following completion of this offering, Mr. Riggs will hold 1,360,823 shares of Class A common stock, which are included in the aggregate number of Class A shares presented above. For an analysis of how the foregoing information would change if the initial public offering price is not equal to the midpoint of the estimated range, see Pricing Sensitivity Analysis. Through the Corporate Conversion, certain Delaware limited liability companies, or Blockers, that are part of our corporate structure, will hold shares of Class A common stock of Cibus Corp. Immediately following the consummation of the Corporate Conversion, we will cause the Blockers to be merged with and into Cibus Corp. with Cibus Corp. continuing as the surviving entity or to become wholly-owned subsidiaries of Cibus Corp. In connection with these reorganization transactions, the former equity owners of each Blocker will be issued a number of shares of Class A common stock equal to the number of shares of Class A common stock of Cibus Corp. held by each such Blocker, respectively. The foregoing transactions are discussed in further detail under Our Reorganization and Corporate Conversion. 11 TABLE OF CONTENTS Corporate Information We were originally incorporated on September 11, 2008 as Cibus Global, Ltd., a British Virgin Islands business company. As discussed above, we will change our domicile and continue as a Delaware corporation, in addition to changing our name to Cibus Corp., in connection with and prior to the closing of this offering. Implications of Being an Emerging Growth Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups (JOBS) Act of 2012 (the JOBS Act ). As an emerging growth company, we may take advantage of certain reduced disclosure and other requirements that are otherwise applicable generally to public companies. Pursuant to these provisions: we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ); we are required to have only two years of audited financial statements, and correspondingly only two years of related disclosure in Management s Discussion and Analysis of Financial Condition and Results of Operations; and we have (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation. We may take advantage of these provisions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (1) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qualify as a large accelerated filer, with at least $700 million of equity securities; (3) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities held by non-affiliates; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies. We are also a smaller reporting company as defined in Regulation S-K under the Securities Act and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. We may be a smaller reporting company even after we are no longer an emerging growth company. 12 TABLE OF CONTENTS

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+S-1 1 tv523990_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on June 27, 2019 Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SINO AGRO FOOD, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 2020 33-1219070 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification Number) Sino Agro Food, Inc. Room 3801, Block A, China Shine Plaza No. 9 Lin He Xi Road Tianhe District, Guangzhou City, P.R.C. 510610 (860) 20 22057860 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Solomon Lee Chief Executive Officer Sino Agro Food, Inc. Room 3801, Block A, China Shine Plaza No. 9 Lin He Xi Road Tianhe District, Guangzhou City, P.R.C. 510610 (860) 20 22057860 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Marc Ross, Esq. Avital Perlman, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 37th Floor New York, New York 10036 Telephone: (212) 930-9700 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accredited filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company x Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Aggregate Offering Price (1) Amount Of Registration Fee (2) 7% Series G Non-Convertible Cumulative Redeemable Perpetual Preferred Stock $40,000,000.00 $4,848.00 Warrants to Purchase Common Stock Common Stock Issuable Upon Exercise of Warrants $10,000,000.00(3) $1,212.00 Total $50,000,000.00 $6,060.00 (1) In the event of a stock split, stock dividend, or similar transaction involving the common stock, the securities registered shall automatically be increased to cover the additional securities issuable pursuant to Rule 416. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. A portion of the registration fee is being offset against $1,803.04 paid by the Company upon the filing of a Registration Statement on Form S-1 on February 27, 2015 that was subsequently withdrawn (File Number 333-202357). (3) The warrants are exercisable at a per share exercise price of $1.00 per share. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. lThe disposal of JFD and Tri-way (The Carve-out exercise) At present, Tri-way remains a private company, but it is intended to be registered at the Hong Kong Stock Exchange within a few years. The Company s ownership in Tri-way has been valued at USD 124.7 million, equal to 36.6% of the enterprise value ("EV") of USD 340.6 million. This includes (i) 23.89% (EV = USD 81.4 million) as a result of retained interest in Tri-way, and (ii) 12.71% (EV = USD 43.3 million) acquired in exchange for outstanding debt owed to the Company. These values result from Aquafarm 1, assets held in Aquafarms 2-5 and rights to technology licensed from Capital Award, a wholly owned subsidiary of the Company. An independent appraisal was obtained to determine fair value, and this appraisal resulted in a one-time (deemed) gain of USD 56.9 million for SIAF, as further detailed, below. Amounts shown incorporate audited adjustments: HK$ HK$ $ equivalent Fair value of interest retained in Tri-way (US$340,594,377 x 23.89%) 630,601,974 81,367,997 Less: Amount recognized prior to divestment of Tri-way Net asset of Tri-way 251,946,656 32,509,246 Non-controlling interest at divestment -62,683,968 8,088,254 Controlled group assets divested 189,262,688 24,420,992 Gain on disposal (including master licensing fees) 441,339,286 56,947,005 Net controlled group assets disposed ($27,872,348 x 76.11%) -144,047,832 -18,586,817 Gain on revaluation of retained interest Fair value of interest retained in Tri-way 630,601,974 81,367,997 Portion of divested assets retained in Tri-way ($27,872,348 x 23.89%) -45,214,856 -5,834,175 Gain on disposal (including master licensing fees) 441,339,286 56,947,005 lTable X below shows the derivation of $/shares after the injection of farms assets Fair values of Injected farms' assets Inclusive respective indoor and open dams properties US$1=RMB6.7 FF1 PF1 PF2 PF3 PF4 Master License Total US$1=HK$7.7 AquaFarm(1) Aqua Farm 2 Aqua farm 3 Aqua Farm 4 Aqua Farm 5 In US$ equivalent US$ US$ US$ US$ US$ US$ US$ The Chattels 8,787,115.6 4,199,237.9 21,338,881.5 33,609,047.1 - - 67,934,282.1 The P&E 5,148,769.2 5,391,657.1 2,326,044.8 24,045,576.5 - - 36,912,047.6 The Intellectual Properties 5,672,862.0 6,348,029.3 13,669,794.7 30,228,181.0 69,053,863.7 30,000,000.0 154,972,730.7 The Buildings 8,256,870.8 12,832,764.2 12,659,859.0 11,883,710.4 - - 45,633,204.4 Immovable structures 5,672,862.0 9,897,263.4 9,080,438.4 8,597,279.9 1,894,268.2 - 35,142,111.9 Total values 33,538,479.5 38,668,951.9 59,075,018.4 108,363,794.9 70,948,132.0 30,000,000.0 340,594,376.7 Equity shares of Tri-way Industrial Limited (HK) Par value Share Capital Value/share # of shares HK$ HK$ US$ equivalent HK$ US$ equivalent Shares issued prior to Injection 10,000 1 10,000 1,299 1 0.13 Addition shares issued after injection 99,990,000 1 2,622,576,701 340,594,377 Total Issued shares 100,000,000 PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 27, 2019 SINO AGRO FOOD, INC. 1,000,000 Shares of 7% Series G Non-Convertible Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $40.00 per Share) 10,000,000 Warrants to Purchase an Aggregate of 10,000,000 Shares of Common Stock, consisting of: 3,000,000 Series 1 Warrants to Purchase an Aggregate of 3,000,000 Shares of Common Stock 3,000,000 Series 2 Warrants to Purchase an Aggregate of 3,000,000 Shares of Common Stock 4,000,000 Series 3 Warrants to Purchase an Aggregate of 4,000,000 Shares of Common Stock This prospectus relates to a direct public offering by Sino Agro Food, Inc. of a maximum of 1,000,000 shares of our 7% Series G Non-Convertible Cumulative Redeemable Perpetual Preferred Stock, which we refer to as the "Series G Preferred Stock," at a price of $40 per share for maximum aggregate gross proceeds of $40,000,000.00. Each share of our Series G Preferred Stock is being sold together with ten warrants, or "Warrants", to purchase an aggregate of ten shares of common stock: (i) three Series 1 Warrants to purchase an aggregate of three shares of common stock, (ii) three Series 2 Warrants to purchase an aggregate of three shares of common stock, and (iii) four Series 1 Warrants to purchase an aggregate of four shares of common stock. The Series G Preferred Stock, Series 1 Warrants, Series 2 Warrants and the Series 3 Warrants, which we refer to as the "Warrants," are immediately separable and will be issued separately, but will be purchased together in this offering. This prospectus also covers shares of common stock issuable upon exercise of the Warrants. The securities offered by us will be offered for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of securities that must be sold in the offering, we will retain the proceeds from the sale of any of the offered securities, and funds will not be returned to investors. It is possible that no proceeds will be received by us or that if any proceeds are received, that such proceeds will not be sufficient to cover the costs of the offering. The securities are offered directly through our officers and directors. No commission or other compensation related to the sale of the securities will be paid to our officers and directors. Our officers and directors will not register as a broker-dealer with the Securities and Exchange Commission in reliance on Rule 3a4-1 of the Securities Exchange Act of 1934, as amended. The intended methods of communication include, without limitation, telephone and personal contact. For more information, see the section titled "Plan of Distribution" herein. Each Warrant will have an initial exercise price of $1.00 per share of common stock. The Series 1 Warrants will be exercisable from January 1, 2022 through their termination on December 31, 2022. The Series 2 Warrants will be exercisable from January 1, 2023 through their termination on December 31, 2023. The Series 3 Warrants will be exercisable from January 1, 2024 through their termination on December 31, 2024. The direct public offering will terminate on the earlier of (i) the date when the sale of all 1,000,000 shares of Series G Preferred Stock and accompanying 10,000,000 Warrants to purchase an aggregate of 10,000,000 shares of common stock is completed or (ii) 180 days from the date of this prospectus. In addition, if we abandon the offering for any reason prior to 180 days from the date of this prospectus, we will terminate the offering. Dividends on the Series G Preferred Stock are cumulative from the date of original issue and will be payable on August 15 of each year (for calculating period January 1 to December 31 each year) commencing on August 15, 2020 (for dividends payable for fiscal year 2019), when, as and if declared by our board of directors. Dividends will be payable out of amounts legally available therefor at a rate equal to 7% per annum per $40.00 of stated liquidation preference per share, or $2.80 per share of Series G Preferred Stock per year. On and after five years from the Dividend Record Date, we may, at our option, redeem the Series G Preferred Stock, in whole or in part, at any time or from time to time, at the rate of 15 shares of common stock for each share of Series G Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. If we elect to redeem any shares of Series G Preferred Stock, we may use any available cash to pay the redemption price. The Series G Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up: (i) senior to all classes or series of our common stock and to all other equity securities issued by us, the terms of which specifically provide that such equity securities rank junior to the Series G Preferred Stock, other than equity securities referred to in clauses (ii) and (iii); (ii) junior to our Series A Preferred Stock and all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series G Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; (iii) in parity with our Series B Preferred Stock and all equity securities issued by us with terms specifically providing that those equity securities rank equal to the Series G Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up (any such issuance would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series G Preferred Stock); and (iv) effectively junior to all of our existing and future indebtedness. Prior to this offering, there has been no market for the Series G Preferred Stock or the Warrants. We plan to submit an application for the Series G Preferred Stock to be quoted on the OTCQX Premier operated by the OTC Markets Company under the symbol ______. We do not intend to have the Warrants be quoted on the OTCQX, any national securities exchange or any other nationally recognized trading system. Our common stock is quoted on the OTCQX Premier under the symbol SIAF. No underwriter or person has been engaged to facilitate the sale of our securities in this offering. There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering other than customary brokerage and sales commissions. Investing in our securities involves

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections of this prospectus titled "Risk Factors," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to "we," "us," "our," "our company" and "Atreca" refer to Atreca, Inc. Overview We are a biopharmaceutical company utilizing our differentiated platform to discover and develop novel antibody-based immunotherapeutics to treat a range of solid tumor types. While more traditional oncology drug discovery approaches attempt to generate antibodies against known targets, our approach relies on the human immune system to direct us to unique antibody-target pairs from patients experiencing a clinically meaningful, active immune response against their tumors. These unique antibody-target pairs represent a potentially novel and previously unexplored landscape of immuno-oncology targets. We believe the fact that our approach has the potential to deliver novel, previously unexplored immuno-oncology targets provides us with a significant competitive advantage over traditional approaches which focus on known targets that many companies are aware of and can pursue. We have utilized our drug discovery approach to identify over 1,400 distinct human antibodies that bind preferentially to tumor tissue from patients who are not the source of the antibody. Our lead product candidate, ATRC-101, is a monoclonal antibody with a novel mechanism of action and target derived from an antibody identified using our discovery platform. ATRC-101 reacts in vitro with a majority of human ovarian, non-small cell lung, colorectal and breast cancer samples from multiple patients. It has demonstrated robust anti-tumor activity as a single agent in multiple preclinical models, including one model in which PD-1 checkpoint inhibitors typically display limited activity. We anticipate filing an Investigational New Drug, or IND, application for ATRC-101 in late 2019 and initiating a Phase 1b clinical trial in patients with solid tumors in early 2020, subject to U.S. Food and Drug Administration, or FDA, approval of our IND application. Although existing cancer therapies, including the evolving class of cancer immunotherapeutics, have advanced significantly over recent years, cancer remains the second leading cause of death in the United States. To address this unmet need, we pursue an open-aperture approach, which relies on the human immune system to direct us to antibody-target pairs that are present in patients who have experienced a clinically meaningful response to therapy. The Atreca Drug Discovery Platform We believe we may be able to address certain key limitations of the current oncology drug discovery paradigm by focusing on the common phenomenon driving clinical responses in cancer immunotherapy an active human anti-tumor immune response. Our platform allows us to interrogate an active B cell response within an individual cancer patient to identify novel and relevant antibody-target pairs, which may enable us to develop antibody-based product candidates to treat large populations of patients with solid tumors. We believe that the significant time and capital invested in developing, refining and applying our differentiated discovery platform have provided us with significant first-mover advantages and created barriers to entry. For example, establishing our non-interventional clinical studies to obtain patient samples, enabling longitudinal analyses, required approximately 1 to 2 years. We built our bioinformatics Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States. Atreca, Inc. and our logo are our trademarks and are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the symbol, but those 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 right of the applicable licensor to these trademarks and tradenames. Table of Contents expertise in assembling and analyzing our antibodies over seven years of operations. Our hit antibody generation process has been enhanced to deliver hits at a high rate, has already generated over 1,400 hit antibodies and is supported by a growing intellectual property portfolio. Additionally, our investments of capital and time to build industrialized wet-lab and supporting bioinformatics capacity across our platform, including the time required to identify and hire very qualified personnel, were substantial. The figure below illustrates the overall concept of our drug discovery approach: Our discovery process begins by gathering blood samples, mostly through company-sponsored non-interventional clinical studies, from cancer patients before, during and after they undergo treatment, which can induce an active anti-tumor immune response. Through this process, we have built a broad repository of over 1,200 samples from over 400 donors, representing over 25 different solid tumor types. We identify those patients with clinically meaningful responses to therapy, defined as those that reach validated surrogate endpoints of complete or partial response, stable disease for six months, or long-term progression-free survival. For those patients, we then examine their samples for rare antibody-producing B cells called plasmablasts that are elevated during an active immune response. We believe that these human immune responses, which often occur over an extended period of time, generate antibodies accessible with our platform that would be difficult to obtain through shorter term, non-human immunization or in vitro strategies. If plasmablasts are elevated in a particular sample, we then employ a multi-step process to generate a potential product candidate. We start by isolating single plasmablasts and determining the sequences of the co-expressed antibody genes using our proprietary Immune Repertoire Capture technology. We analyze these sequences to select antibodies, which we synthesize as recombinant proteins. We then test these antibodies to identify those that bind to tumor tissue from patients who are not the source of the antibody, referred to as non-autologous tumor tissue, preferentially over normal tissue. We then analyze these "hit" antibodies using a number of in vitro and in vivo assays, and often make structural changes to generate leads. A select number of these leads are refined further using protein engineering to enhance their drug-like properties as we identify and characterize their targets in parallel prior to initiating preclinical development and IND-enabling studies. Key Attributes of Our Discovery Platform We take an "open-aperture" approach to drug discovery, in which we are not limited by preconceptions of what constitutes a viable antibody or target. We instead allow the human immune system to direct our efforts. We believe this approach provides us access to a broad underexploited antibody and drug target space. Our approach may lead us to antibodies that are unlikely to have Table of Contents arisen via more traditional approaches with targets that otherwise may not have been discoverable. We believe our approach and discovery platform provide us with the ability to: Generate antibodies made by the human immune system. Deliver potentially useful antibodies at a high rate and in a scalable fashion. Access a potentially large and underexploited tumor target space. Identify antibody-target pairs. Generate candidates that direct the immune system to attack tumor tissue. Develop potential treatments for large populations of patients across multiple tumor types. Our Lead Product Candidate: ATRC-101 for the Treatment of Solid Tumors ATRC-101 is a monoclonal antibody derived from an antibody identified using our discovery platform in the active immune response of a patient. We believe that ATRC-101 may have broad potential as an immunotherapeutic agent in a range of solid tumors. ATRC-101 reacts in vitro with a majority of human ovarian, non-small cell lung, colorectal and breast cancer samples from multiple patients. It has also demonstrated robust anti-tumor activity as a single agent in multiple preclinical syngeneic tumor models, including one model in which PD-1 checkpoint inhibitors typically display limited activity. ATRC-101 has also demonstrated preclinical activity in combination with other immunotherapeutics, including PD-1 checkpoint inhibitors. Both the mechanism of action of ATRC-101, which we refer to as Driver Antigen Engagement, and its target appear unlike those of other anti-tumor antibodies that have been or are currently in clinical development. In histology studies, we did not observe binding above background levels across a range of normal human tissues. Additionally, in repeat-dose safety studies in both mice and non-human primates, we did not observe a safety signal. We have identified the target of ATRC-101 as a ribonucleoprotein (RNP) complex. ATRC-101 binds to target reconstituted in vitro using a single recombinant protein, polyadenylate-binding protein 1, and in vitro transcribed poly(A) RNA. We anticipate filing an IND for ATRC-101 in late 2019 and launching an open-label dose escalation trial in patients with solid tumors in early 2020. Assuming we observe an acceptable safety profile, we then anticipate dosing ATRC-101 in combination with a PD-1 checkpoint inhibitor. ATRC-101 demonstrates the ability of our platform to generate antibody candidates with novel targets and mechanisms of action. We own worldwide rights to ATRC-101 and have filed multiple U.S. provisional patent applications relating to ATRC-101 and other variants. We intend to file a nonprovisional patent application in the first quarter of 2020. Our Lead Generation Programs ATRC-101, currently our only product candidate, represents one of over 1,400 antibodies that we have identified to date through our discovery platform that may have potential to generate broad anti-tumor activity via a variety of mechanisms of action. While we believe that we will be able to exploit our growing library of novel antibodies in order to develop product candidates with additional distinct and compelling mechanisms of action for tumor destruction, many of these antibodies will likely not yield product candidates for a variety of reasons. For example, while we have identified antibodies that can be coupled to T cell-activating domains in a bispecific format to kill tumor cells; others that directly target tumor cells leading to immune cell-mediated killing; and others that internalize upon binding to tumor cells and therefore may be able to deliver coupled toxins, but less than 25% of the antibodies in our hit library demonstrate one of these mechanisms. In addition, in order to be able to develop product candidates from our hit library in certain of these mechanisms, such as bispecific T cell engagers and antibody-drug conjugates, we will need to partner with biotech John A. Orwin President and Chief Executive Officer Atreca, Inc. 500 Saginaw Drive Redwood City, CA 94063 (650) 595-2595 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents companies that have developed technologies that enable engineering our antibodies into these formats. We are actively pursuing such collaborative partnerships, and plan to allocate resources to these efforts as part of our shift to focus our drug discovery efforts around building out a proprietary pipeline of clinical candidates. We are currently pursuing numerous potential partnership opportunities, and anticipate entering into a strategic drug discovery partnership as early as 2020, and to file an IND application for a second product candidate in 2021. Our Strategy Our goal is to become a leading biopharmaceutical company by utilizing our differentiated platform to discover and develop antibody-based therapeutics against novel targets. In pursuit of that strategy, we intend to: Rapidly advance our lead product candidate, ATRC-101, into clinical trials in multiple types of solid tumors. Continue to develop and advance our pipeline of antibody-based product candidates for oncology. Continue to invest in our discovery platform for applications within oncology and potential indications outside of oncology. Selectively enter into collaborations to enhance and expand our product pipeline as well as our drug development capabilities. Continue to expand our intellectual property portfolio to further protect our discovery platform and the novel product candidates it may generate. Our Management Team and Investors We are led by a highly experienced management team with deep scientific and technical expertise and broad experience in discovering, developing and commercializing antibody therapeutics in oncology. Members of our executive team have held a range of corporate leadership and academic roles including founding multiple biopharmaceutical companies, driving cutting-edge academic research, leading informatics and computational biology teams, discovering and developing novel antibody-based therapeutics and executing the launch and commercialization of multiple approved products. Since our founding, we have raised a total of $219 million in equity financing primarily from leading institutional investors. See "Principal Stockholders".

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Before making a decision to purchase our common stock, you should read the entire prospectus carefully, including the Risk Factors and Forward-Looking Statements sections and our consolidated financial statements and the notes to those financial statements. Overview We provide life insurance protection targeted to the middle American market. We believe there is a substantial unmet need for life insurance, particularly among domestic households with annual incomes of between $50,000 and $125,000, a market we refer to as our target Middle Market. We strive to deliver to this market affordable, easy to understand term and whole life insurance products through a consumer-friendly and efficient sales process. Through innovation in product design and distribution that provides access to the Middle Market, including call center and web-enabled sales and underwriting processes, quick issuance of policies and an emphasis on products not medically underwritten at the time of sale, we believe we are well positioned to make life insurance more affordable and accessible to the Middle Market. We conduct our business through our two operating subsidiaries, Fidelity Life Association, an Illinois-domiciled life insurance company chartered in 1896, and Efinancial, LLC, a call center-based insurance agency. Fidelity Life distributes life insurance products through Efinancial and other unaffiliated agents and is licensed in the District of Columbia and every state except New York and Wyoming. A.M. Best has assigned an A- (Excellent) rating to Fidelity Life, which is the fourth highest out of fifteen ratings. Fidelity Life is located in Chicago, Illinois. Efinancial markets life products for Fidelity Life and, as of March 31, 2019, had agency relationships with 25 unaffiliated insurance companies. Efinancial s primary operations are conducted through employee agents from two call center locations in Bellevue, Washington and Chicago, Illinois, which we refer to as our retail channel, and through independent agents and other marketing organizations, which we refer to as our wholesale channel. In addition to offering Fidelity Life products, Efinancial also sells insurance products of unaffiliated carriers. Efinancial s principal office is located in Bellevue, Washington. We believe our ability to unconditionally issue policies either during or within 24 to 48 hours of the initial call differentiates us from our competitors. Leveraging our patented RAPIDecision sales and underwriting processes, we can sell a life insurance policy to a consumer before medical underwriting is complete. We are able to complete an initial underwriting process for most of our life insurance applicants either during or shortly after the initial call, and if not, within 24 to 48 hours after that initial call. For the three months ended March 31, 2019, approximately 90% of our policy applications processed through our RAPIDecision underwriting process received an underwriting disposition on or shortly after the initial sales call. Approximately one-half of the remaining applications received final underwriting decisions within the next 24 to 48 hours. Our RAPIDecision Life product provides coverage at the point of issue that is a blend of all-cause term life insurance for part of the coverage and accidental death insurance for the remainder of the total face amount. If a policyholder completes medical underwriting after the initial sale of the RAPIDecision Life product, the policy benefits may be improved based on the underwriting results to increase the proportion of all-cause term life insurance coverage, typically with no increase in premium. In some instances, based upon the results of predictive analytic models, the consumer can qualify for the full amount of all-cause coverage without medical testing. For the three months ended March 31, 2019 and years ended December 31, 2018 and December 31, 2017, we had total consolidated revenue of $33.2 million, $123.9 million and $115.9 million, net life premium revenue of $23.1 million, $88.6 million and $82.9 million, and a net loss of $6.2 million, $13.8 million and $8.2 million, respectively. As of March 31, 2019, we had total assets of $662.9 million and equity of $179.2 million. Our Approach Our business model is predicated upon gaining cost effective access to the Middle Market, engaging consumers in our sales process for life insurance with products that have higher placement rates than traditional fully underwritten term life insurance in a call center environment, and issuing those products quickly. We require access to a large quantity of quality Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. PROSPECTUS Subject to Completion, dated June 4, 2019 This is the initial public offering of Vericity, Inc. We are offering up to 20,125,000 shares of our common stock for sale at a price of $10.00 per share in connection with the conversion of Members Mutual Holding Company, or Members Mutual, from mutual to stock form of organization. Immediately following the conversion, we will acquire all of the newly issued shares of common stock of converted Members Mutual. We are offering shares of our common stock in a subscription offering and a community offering. The subscription offering will be made to eligible members of Members Mutual, who were the policyholders of Fidelity Life Association, an Illinois life insurance company and indirect subsidiary of Members Mutual, as of July 31, 2018, and to the directors and officers of Members Mutual. The subscription offering will end at 5:00 PM, Central Time, on [ ]. Concurrently with the subscription offering and subject to the prior right of subscribers in the subscription offering, shares will be offered in an offering we refer to as the community offering to eligible employees of Members Mutual and possibly to a limited number of other potential investors. Our ability to complete this offering is subject to two conditions. First, a minimum of 14,875,000 shares of common stock must be sold to complete this offering. Second, Members Mutual s plan of conversion and amended and restated articles of incorporation must be approved by the affirmative vote of at least two-thirds of the votes cast at the special meeting of members to be held on [ ]. Until such time as these conditions are satisfied, all funds submitted to purchase shares will be held in escrow with Computershare Trust Company, N.A. If the offering is terminated, purchasers will have their funds promptly returned without interest. A portion of the net offering proceeds may not be invested in our company but may be used to pay a special dividend. All purchasers of stock in this offering who remain stockholders until the ex-dividend date set with respect to the special dividend, if one is declared, would be eligible to receive the special dividend. In addition, we have entered into an agreement with Apex Holdco L.P., an affiliate of J.C. Flowers IV L.P., a private equity fund advised by J.C. Flowers & Co. LLC, under which Apex Holdco L.P. has agreed to act as the standby purchaser for this offering. If the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, is less than 14,875,000 shares, and if all of the conditions to the standby purchaser s purchase commitment have been satisfied, the standby purchaser will be obligated to purchase enough shares to guarantee the sale of 14,875,000 shares in the offerings, and may purchase additional shares as may be necessary in order to permit the standby purchaser to acquire a majority of the shares sold, provided that no more than 20,125,000 shares may be sold in the offerings. Under our agreement with the standby purchaser, the standby purchaser will have the right to designate a majority of the nominees to serve on our board of directors. We refer to the offering of shares to the standby purchaser as the standby offering, and to the subscription offering, the community offering, and the standby offering collectively as the offerings. In fulfilling its standby purchase commitment, the standby purchaser will acquire a majority of our shares issued in the offerings if the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, total fewer than 7,437,500 shares. The directors and officers of Members Mutual have indicated their intention to subscribe for approximately 2,123,675 shares, or approximately 14% of the shares at the offering minimum. Due to the standby purchaser s commitment, the level of sales to eligible members and directors and officers of Members Mutual will not impact the condition that at least 14,875,000 shares must be sold to complete this offering. Accordingly, the sale of the minimum number of shares necessary to complete this offering does not indicate that sales have been made to investors who have no financial or other interest in the offerings, and the sale of the minimum number of shares should not be viewed as an indication of the merits of this offering. The minimum number of shares that a person may subscribe to purchase is 25 shares. The maximum number of shares that a person may subscribe to purchase in the subscription offering is the lesser of 743,750 or the individual maximum purchase limitations described in this prospectus. If orders are received for more shares than shares offered, shares will be allocated in the manner and priority described in this prospectus. Raymond James & Associates, Inc. will act as our marketing agent and will use its best efforts to assist us in selling our common stock in this offering, but Raymond James is not obligated to purchase any shares of common stock that are being offered for sale. Any commissions paid in connection with the purchase of shares of common stock in this offering will be paid by us from the gross proceeds of the offering. There is currently no public market for our common stock. Our common stock has been approved for listing on the NASDAQ Capital Market under the symbol VERY. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in our common stock involves risks. For a discussion of the material risks that you should consider, see Risk Factors beginning on page 13 of this prospectus. OFFERING SUMMARY Price: $10.00 per share Minimum Maximum Number of shares offered 14,875,000 20,125,000 Gross offering proceeds $ 148,750,000 $ 201,250,000 Estimated offering expenses $ 9,696,188 $ 9,696,188 Commissions(1)(2) $ 3,525,398 $ 2,012,500 Net proceeds $ 135,528,415 $ 189,541,312 Net proceeds per share $ 9.11 $ 9.42 (1) Represents commissions to be paid to Raymond James, based on 1.0% of the proceeds from shares sold in the subscription offering, up to 6.0% of the proceeds from shares sold to other potential investors in the community offering, and 3.0% of the proceeds from the shares sold to the standby purchaser. No commission will be paid on the sale of shares sold to directors, officers and eligible employees. Any shares sold to the standby purchaser in the standby offering will be sold in a private placement to close concurrently with the subscription offering at a price equal to the public offering price in this offering. The shares sold to the standby purchaser in the standby offering are not being registered as part of this offering and will be restricted securities. See The Conversion and Offering Marketing Arrangements for a description of the marketing agent compensation. (2) Assumes (x) at the offering minimum, 1,500,000 shares are sold in the subscription offering to eligible members, 2,123,675 shares are sold in the subscription offering to directors and officers of Members Mutual and 11,251,325 shares are sold in the standby offering to the standby purchaser; and (y) at the maximum, that all 20,125,000 shares are sold in the subscription offering to eligible members. We are unable to predict the number of shares the eligible members, eligible employees or other potential investors may subscribe for, and the number of shares the standby purchaser may acquire. None of the Securities and Exchange Commission, the Illinois Department of Insurance or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. For assistance, please call the Stock Information Center at [1-8 -[ ]]. Raymond James The date of this Prospectus is [ ] Table of Contents CERTAIN IMPORTANT INFORMATION This Prospectus You should rely only on the information contained in this prospectus. We have not, and Raymond James has not, authorized any other person to provide information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and Raymond James are offering to sell and seeking offers to buy our common stock only in jurisdictions where such offers and sales are permitted. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our website, or any other website operated by us, is not part of this prospectus. Frequently Used Terms Unless the context otherwise requires, as used in this prospectus: accidental death coverage refers to insurance coverage for a cause of death that does not include illness, suicide in most circumstances, or natural causes; affinity partner refers to a company with whom we have a marketing relationship to provide agency or insurance product services to that company s customers, members or sales prospects under its brand or Efinancial s brand; all-cause coverage refers to coverage under a life insurance policy that pays the beneficiary of the policy in the event of the death of the insured regardless of the cause of death (except those specifically excluded in the policy). All-cause provides more comprehensive coverage than accidental death coverage, which only covers accidental death; community offering refers to the offering of shares of Vericity common stock to eligible employees and other potential investors if the number of shares of common stock subscribed for by participants in the subscription offering is less than 20,125,000; the Company, we, us and our refer to Members Mutual and its consolidated subsidiaries prior to the conversion as described in this prospectus, and to Vericity and its consolidated subsidiaries after the conversion; conversion refers to a series of transactions by which Members Mutual will convert from mutual to stock form and become a subsidiary of Vericity under the terms of the plan of conversion adopted by the board of directors of Members Mutual; Efinancial refers to Efinancial, LLC, an insurance agency and indirect subsidiary of Members Mutual; eligible employee refers to any natural person who is a full or part-time employee of Members Mutual or any of its subsidiaries who meets such eligibility requirements to participate in the Employee Bonus Program as Members Mutual may determine; eligible member refers to a person who was a member of Members Mutual on July 31, 2018, the date the plan of conversion was adopted by the board of directors of Members Mutual; Employee Bonus Program refers to the bonus program adopted by Members Mutual in which eligible employees will be provided the opportunity to receive $1,000 cash or acquire 100 shares of Vericity common stock, in either case together with an additional $250 cash to help defray taxes payable with respect to the bonus, as part of the community offering, subject to completion of the conversion; Fidelity Life refers to Fidelity Life Association, an Illinois life insurance company and indirect subsidiary of Members Mutual; member refers to a person who is the holder of an in-force policy of insurance, or the holder of a master policy under a group insurance policy, issued by Fidelity Life; Members Mutual refers to Members Mutual Holding Company and its consolidated subsidiaries; mutual form refers to an insurance company or its holding company organized as a mutual company, which is a form of organization in which the policyholders or members have certain membership rights in the mutual company, such as the right to vote with respect to the election of directors and approval of certain fundamental transactions, including the conversion from mutual to stock form; however, unlike shares held by stockholders, membership rights are not transferable and do not exist separately from the related insurance policy; Table of Contents sales leads to keep our retail call center agents productive. Currently, we acquire most of our sales leads from third party lead vendors. We supplement that lead flow with leads we generate ourselves. More significantly, we are rapidly increasing our affinity business with non-life insurance partners that provide their customers or prospects as leads, and we market and sell life insurance products to those leads. We tend to sell policies with lower face amounts, resulting in more affordable options for our customers. Although not the lowest priced, our products are competitive and they represent an attractive consumer value considering the coverage they provide and the relative simplicity of our sales and underwriting processes. Our business model allows us to capture end-to-end data beginning with the acquisition of sales leads through the final disposition of life insurance policies. With this data, we plan to develop and apply predictive analytics to realize efficiencies at various points in the sales process. Our Competitive Strengths We believe that we are strategically positioned to take advantage of the following competitive strengths: Middle Market access. The sales contacts made through Efinancial s call centers are focused on the Middle Market. This stands in contrast to the life insurance industry at large, which tends to market to a more affluent clientele. Multi-channel distribution. We reach Middle Market consumers through multiple distribution channels. Through our retail channel, we engage consumers through Efinancial s call centers using sales leads that we acquire or generate ourselves, and we leverage our product and sales processes with affinity partners to extend our reach to Middle Market consumers seeking affordable, accessible life insurance. Through our wholesale channel, we offer other carriers products through unaffiliated distributors. In addition, Fidelity Life also offers its products through select unaffiliated distributors. Patented products and processes. Our RAPIDecision Life product features a system-and-method patented process that affords higher and faster placement rates than traditional fully underwritten term life insurance in a call center environment. Through our process, policy placement usually occurs during the initial interaction, which leads to customer satisfaction and improved economics in our call centers. Our efficient process contrasts with much of the industry, where the underwriting process extends well beyond the initial interaction. In addition, our flagship RAPIDecision Life product uses predictive analytics at certain ages and face amounts to place all-cause coverage products during the initial interaction without a medical examination for qualified customers. The product is priced to be profitable even at lower policy amounts, which allows us to align our offerings with Middle Market consumers ability to afford life insurance. End-to-end lead and policy data. As a life insurance company and a direct distributor, we are positioned to gather end-to-end lead and policy data to develop predictive analytical models that can be applied to identify the characteristics of prospects who are more likely to exhibit favorable placement, persistency and mortality experience. We plan to apply this insight to optimize our marketing, sales and underwriting processes and product development. Our Growth Strategies We intend to use our competitive strengths to grow our business through the following strategies: Capitalize on the unmet need for life insurance in our target market. We believe we are well positioned to meet demand where there is currently a substantial unmet need for life insurance in the Middle Market. Using our quick-issue products together with our distribution platform, we plan to increase sales to Middle Market consumers by providing a convenient experience to purchase life insurance at an affordable price. Use predictive analytics to generate more productive sales leads. By converting data we generate through our distribution platform into actionable insight using statistical analysis, we will seek to be more efficient in our acquisition and use of leads, improving our call center placement ratios and overall profitability. Enhance and extend affinity partnerships. We plan to continue and selectively deepen our existing affinity partnerships and develop new and complementary affinity relationships and partnerships. We expect this will expand and diversify our sources of quality leads. Table of Contents offerings refers to the subscription offering, the community offering and the standby offering; standby offering refers to the purchase by the standby purchaser of shares of our common stock pursuant to the terms of the standby purchase agreement, as described in this prospectus; standby purchase agreement refers to the standby stock purchase agreement dated October 5, 2018, as amended and restated on March 26, 2019, by and among Members Mutual, Vericity, Fidelity Life and Apex Holdco L.P., under which Apex Holdco L.P. has agreed to act as the standby purchaser for this offering; standby purchaser refers to Apex Holdco L.P., an affiliate of J.C. Flowers IV L.P., a private equity fund advised by J.C. Flowers & Co. LLC; stock form is a form of organization in which the only rights that policyholders have are contractual rights under their insurance policies and in which voting rights reside with stockholders under state corporate law; subscription offering refers to this offering of up to 20,125,000 shares of our common stock under the plan of conversion to eligible members and directors and officers of Members Mutual; subscription rights refers to the rights to purchase stock in this offering granted to eligible members and directors and officers of Members Mutual under the plan of conversion; term life insurance refers to a type of life insurance that is pure life insurance that ordinarily does not build up cash value over time. Term life insurance coverage generally lasts for a specified time, generally 5, 10, 15, or 20 years or more, with level premiums over the period; and Vericity refers to Vericity, Inc., a Delaware corporation formed to be the holding company for Members Mutual upon its conversion from mutual to stock form. Market And Industry Data Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, publicly available information, reports by market research firms or other published independent sources, none of which has been commissioned by us. Independent industry publications, government publications and other published independent sources generally indicate that the information included therein was obtained from sources believed to be reliable. Some data are based upon good faith estimates derived from our management s review of the independent sources referenced herein and from experience with partners, licensees and other contacts in the markets in which the Company operates. Table of Contents Expand call center operations and improve efficiency. To drive sustainable premium and Efinancial commission growth, we plan to expand our Efinancial call center operations by hiring additional agents. In addition, we evaluate our product offerings and product providers in order to examine whether we are addressing the needs and preferences of the Middle Market. Explore alternative means of distribution. We are currently exploring distribution alternatives beyond our call center and independent distributors, including digital and on-line sales. Our Challenges and Risks Our company and our business are subject to numerous risks as more fully described in the section of this prospectus entitled Risk Factors. As part of your evaluation of our business, you should consider the challenges and risks we face in implementing our business strategies: We have incurred net losses over the last nine years. A significant percentage of Fidelity Life s in-force policies have been written since 2007, and as a result we do not have an established legacy book of business and associated revenue streams like many larger life insurance companies. The lack of cash flows typically associated with a legacy business puts Fidelity Life at a disadvantage in comparison with other life insurance carriers that have a more established book of business and associated revenue streams. We have also incurred a net loss in each of the nine prior fiscal years, resulting in an aggregate of approximately $111.7 million in net losses over that period, including losses of $13.8 million and $8.2 million for the years ended December 31, 2018 and December 31, 2017, respectively. In addition, we have incurred a loss of $6.2 million for the three months ended March 31, 2019. Our losses are due principally to operating expenses and corporate overhead exceeding revenues of our agency and insurance segments, and our inability to defer a majority of commission expense on policies produced by our affiliated agency, Efinancial. We expect to continue to incur net losses as we develop our distribution platform. We plan to increase sales through our affiliated distributor, Efinancial, in order to increase our scale to cover our operating expenses and corporate overhead. However, generally accepted accounting principles in the United States (GAAP) require that we immediately expense that portion of our policy acquisition costs for policies placed through our affiliated agency, Efinancial, that cannot be directly tied to the placement of a policy. As a result of this immediate expense recognition for sales through Efinancial, we incur a net loss in the first year on each policy sold through Efinancial. If we are successful in increasing our premium writings through our distribution platform over each of the next several years, we expect that the impact of the immediate expense recognition will continue to contribute to our incurring consolidated net losses and reduction of our consolidated equity in each such year. Our call center-based distribution model may not be sustainable. The products and processes that we use to reach the Middle Market rely heavily on retail call center-based sales. There are relatively few such call centers being operated by independent distributors. The call centers that we are familiar with tend to have low placement ratios on medically underwritten products because of the time delay involved in issuing policies and the lack of face to face sales support typically provided by traditional agents. We have developed innovative products and processes designed to streamline the sale of life insurance and improve call center placement ratios, and have made significant investments in cultivating leads and improving our sales process. We cannot assure you that our business model, which is focused on selling quick-issue policies to the Middle Market through our retail call center distribution platform, will prove to be viable or sustainable. If we are not successful in utilizing our products and processes to penetrate our target Middle Market, or if we are unable to hire, develop and retain well qualified individuals to staff our retail call centers, we will not generate sufficient revenues to offset our expenses, which will result in a material and adverse effect on our business, financial condition and results of operations. Our target market continues to face a difficult economic environment. While economic conditions have stabilized and improved in a number of areas, economic challenges still remain. Many middle American families, including those that comprise our target Middle Market, have experienced financial hardships and stagnating income levels. We believe that these economic pressures have reduced demand for our life insurance products due to challenging consumer economics, including increased demands on disposable income to pay for increasing costs of living, including health insurance, savings goals and general living expenses. Economic challenges may continue to adversely affect our business in the future. Table of Contents Business Segments We manage our business through three segments: Agency. Our agency segment operates through Efinancial. Efinancial sells insurance products through its call center distribution platform and through its independent agents and other marketing organizations. Insurance. Our insurance segment operates through Fidelity Life. Fidelity Life engages in the principal business lines of core life, non-core life, closed block, and annuities and assumed life. In its core life and non-core life business lines, Fidelity Life offers primarily term life insurance products, and to a lesser extent accidental death and final expense products. We currently do not offer annuity contracts, separate account variable products or universal life products. Corporate. Our corporate segment consists primarily of a small amount of capital required to be maintained for regulatory purposes, and also includes certain expenses considered to be corporate and not allocated to our agency or insurance segments. Implications of Being an Emerging Growth Company and a Smaller Reporting Company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, commonly known as the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and reduction of other obligations that are otherwise generally applicable to public companies. These provisions include: a requirement to include in this prospectus only two years of audited financial statements, two years of selected financial information, and two years of related Management Discussion & Analysis; exemption from the auditor attestation requirement on the effectiveness of our internal control over financial reporting; reduced disclosure about our executive compensation arrangements; and no stockholder non-binding advisory votes on executive compensation or golden parachute arrangements. We may take advantage of these provisions until the earlier of five years or such time as we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our capital stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to take advantage of the benefits of this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. As a company with less than $250 million of public float, we qualify as a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a smaller reporting company we are able to take advantage of reduced disclosure requirements, such as simplified executive compensation disclosures and reduced financial statement disclosure requirements in our SEC filings. We plan to take advantage of some or all of the reduced compliance obligations applicable to emerging growth companies and smaller reporting companies. Our History We formed Vericity so that it could acquire all of the capital stock of converted Members Mutual as part of the conversion. Prior to the conversion, Vericity has not engaged and will not engage in any operations and does not have any assets or liabilities. After the conversion, Vericity s primary assets will be the outstanding capital stock of converted Members Mutual and the net proceeds of the offerings described in this prospectus. Vericity Holdings, Inc. is a wholly-owned subsidiary of Members Mutual and the intermediate holding company for Efinancial and Fidelity Life. Table of Contents In 2007, Fidelity Life completed a reorganization in which it converted from a mutual to a stock insurance company within a newly created mutual holding company structure. As part of the reorganization, Members Mutual was formed as an Illinois mutual insurance holding company and Fidelity Life continued its existence as an Illinois stock life insurance company. All of the shares of Fidelity Life were issued to Vericity Holdings, an intermediate holding company that, in turn, was initially a wholly-owned subsidiary of Members Mutual. In the reorganization, policyholders membership interests in Fidelity Life automatically became membership interests in Members Mutual, but policyholders contractual rights remained with Fidelity Life. Since the effective date of the reorganization, each person who has become a Fidelity Life policyholder has automatically become a member of Members Mutual and retains that membership interest as long as the Fidelity Life policy owned by the member remains in force. In 2009, Vericity Holdings acquired Efinancial from its owners. As part of the consideration for the acquisition of Efinancial, the owners were issued shares of common stock of Vericity Holdings. These shares have since been redeemed and Vericity Holdings is wholly-owned by Members Mutual. Our principal executive offices are located at 8700 West Bryn Mawr Avenue, Suite 900S, Chicago, Illinois, 60631, and our phone number is (312) 379-2397. Our website address is www.vericity.com. Information contained on our website is not incorporated by reference into this prospectus, and such information should not be considered to be part of this prospectus. Our Structure Prior to the Conversion Since Fidelity Life converted from mutual to stock form in 2007, we have operated under a mutual holding company structure. Our current corporate structure is shown in the following chart: * As required by Illinois law, prior to the conversion, Vericity, Inc. is owned by Members Mutual. Prior to the conversion, Vericity, Inc. has not engaged in any operations and does not have any assets or liabilities. The one (1) outstanding share of Vericity, Inc. is owned by Members Mutual and will be cancelled upon completion of this offering. ** As required by Illinois law, prior to the conversion, the stock of Vericity Holdings is held in trust for the benefit of the policyholders of Fidelity Life. Our Structure Following the Conversion Immediately upon the conversion of Members Mutual, all of the authorized capital stock of converted Members Mutual will be issued to Vericity, and the common stock of Vericity held by converted Members Mutual will be cancelled, such that, upon completion of this series of actions, the issued and outstanding shares of our common stock will consist solely of the shares of common stock sold in the offerings. Table of Contents Following the completion of these actions, assuming that (i) fewer than 14,875,000 shares are sold in the subscription offering and community offering, or (ii) that fewer than 20,125,000 shares are sold in the subscription offering and that the standby purchaser elects to purchase shares in the standby offering, the corporate structure of Vericity, Inc. will be as shown in the following chart: In fulfilling its standby purchase commitment, the standby purchaser will acquire a majority of our shares issued in the offerings if the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, total fewer than 7,437,500 shares. The directors and officers of Members Mutual have indicated their intention to subscribe for approximately 2,123,675 shares, or approximately 14% of the shares at the offering minimum. The Conversion of Members Mutual from Mutual to Stock Form Members Mutual is an Illinois-domiciled mutual insurance holding company. As a mutual company, it has no stockholders but it does have members. A member of Members Mutual is either the holder of an in-force individual insurance policy issued by Fidelity Life or the holder of a group master policy issued by Fidelity Life. Like stockholders, the members have certain rights with respect to Members Mutual such as voting rights with respect to the election of directors and approval of certain fundamental transactions, including the conversion of Members Mutual from mutual to stock form. However, unlike shares held by stockholders, the membership interests in Members Mutual are not transferable and do not exist separately from the related insurance policies issued by Fidelity Life. Therefore, these membership interests are extinguished when a member s policy with Fidelity Life is terminated by surrender, death, lapse or cancellation. Those membership interests will also be extinguished upon conversion of Members Mutual from mutual to stock form in accordance with Illinois law and the plan of conversion. The board of directors of Members Mutual adopted a plan of conversion on July 31, 2018, as amended and restated on September 16, 2018 and March 25, 2019, under which Members Mutual will convert from a mutual insurance holding company to a stock company. Following the conversion, Members Mutual will become a wholly-owned subsidiary of Vericity. A special meeting of the eligible members of Members Mutual (those members who were the policyholders of Fidelity Life as of the close of business on July 31, 2018) will be held on [ ], to approve the plan of conversion. To become effective, the plan must be approved by the affirmative vote of at least two-thirds of the votes cast at the special meeting. As part of the conversion, we are offering for sale between 14,875,000 shares and 20,125,000 shares of our common stock at a purchase price of $10.00 per share on a first priority basis to eligible members, and second to the directors and officers of Members Mutual. All purchasers of our common stock in this offering will pay the same cash price per share. If the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community Table of Contents offering, is less than 14,875,000 shares, Apex Holdco L.P., an affiliate of J.C. Flowers IV L.P., a private equity fund advised by J.C. Flowers & Co. LLC, has agreed to act as the standby purchaser for this offering and to purchase the number of shares of our common stock equal to the difference between 14,875,000 and the number of shares of common stock subscribed for in the subscription offering together with the number of shares for which subscriptions are accepted in the community offering, and may purchase additional shares as may be necessary in order to permit the standby purchaser to acquire a majority of the shares sold, provided that no more than 20,125,000 shares may be sold in the offerings. Under the terms of our agreement with the standby purchaser, the standby purchaser will have the right to designate a majority of the nominees to serve on our board of directors, whether or not it acquires a majority of the stock sold in the offerings. All membership interests in Members Mutual will be extinguished upon completion of the subscription offering and the plan of conversion, regardless of whether an eligible member exercises subscription rights received under the plan of conversion. The Subscription Offering We are offering shares of our common stock in a subscription offering. The subscription offering will end at 5:00 PM, Central Time, on [ ]. In the subscription offering, 20,125,000 shares of common stock are being offered on a first priority basis to the members of Members Mutual who were policyholders of Fidelity Life as of the close of business on July 31, 2018, who we refer to as eligible members, and second to the directors and officers of Members Mutual. The number of shares of common stock issued will not exceed 20,125,000 shares. Shares purchased by the directors and officers of Members Mutual will be purchased for investment and not for resale and will be counted toward satisfaction of the minimum number of shares needed to be sold to complete this offering. We refer to this offering of the common stock to the eligible members and the directors and officers of Members Mutual as the subscription offering. The Community Offering If less than 20,125,000 shares are subscribed for in the subscription offering, we will offer shares to eligible employees under the Employee Bonus Program and may offer shares to other potential investors in what we refer to as the community offering. In the community offering, the Company may accept, in its sole and absolute discretion, orders received in the following order of priority: (1) orders from eligible employees who subscribe for shares of common stock as part of the Employee Bonus Program, and (2) if the number of subscribers or the number of shares of common stock subscribed for by participants in the subscription offering, together with any shares subscribed for by eligible employees, is not sufficient to qualify Vericity for listing on the Nasdaq Capital Market, the Company may accept, in its sole discretion, orders for shares of common stock from select investors in the community offering as may be necessary in order for Vericity to qualify for listing on the Nasdaq Capital Market. The Company may commence the community offering concurrently with, at any time during, or as soon as practicable after the end of, the subscription offering, and the community offering must be completed within 30 days after the end of the subscription offering, unless extended by the Company. Other than eligible employees, whose subscriptions are subject to the terms of the Employee Bonus Program, the maximum amount that any person together with any associate may, directly or indirectly, subscribe for or purchase in the community offering, shall not exceed 743,750 shares of common stock. The Employee Bonus Program In connection with the conversion, Members Mutual has adopted a bonus program for eligible employees who, in recognition of their efforts on behalf of Members Mutual to position it to become a publicly-traded stock company, will be given the opportunity to receive a bonus payable either in $1,000 cash or 100 shares of common stock of Vericity, in either case together with an additional $250 cash to help defray taxes payable with respect to the bonus. The Employee Bonus Program will be conducted as part of the community offering and is subject to completion of the conversion. It is the intention of the Company to accept all orders of stock from eligible employees in the Employee Bonus Program so long as the total number of shares of common stock subscribed for by participants in the subscription offering together with shares subscribed for by eligible employees in the Employee Bonus Program is less than 20,125,000. In the event the total exceeds 20,125,000 shares, no shares of common stock will be issued to eligible employees under the Employee Bonus Program and the bonus will be paid in cash, subject to completion of the conversion. Table of Contents The Standby Purchaser Apex Holdco L.P., the standby purchaser, was formed on October 1, 2018 to acquire shares of our common stock pursuant to the standby purchase agreement. Prior to the completion of the standby offering, the standby purchaser has not engaged in any business operations and does not have any assets or liabilities (other than its rights and obligations under the standby purchase agreement). The standby purchaser is managed by Apex Holdco GP LLC, its general partner. Apex Holdco GP LLC is an affiliate of J.C. Flowers & Co. LLC. At this time it is not possible to determine the number of shares of common stock of the Company that the standby purchaser will purchase pursuant to the standby purchase agreement. However, in fulfilling its standby purchase commitment, the standby purchaser will acquire a majority of our shares issued in the offerings if the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, total fewer than 7,437,500 shares. Pursuant to the standby purchase agreement, after the completion of the offerings, the standby purchaser will have the right to designate a majority of the members of our board of directors. If the standby purchaser acquires a majority of our shares in the standby offering, the standby purchaser will be able to approve most corporate actions requiring stockholder approval by written consent without a meeting of stockholders. J.C. Flowers & Co. LLC was founded in 1998 and is a leading private investment firm dedicated to investing globally in the financial services industry. J.C. Flowers & Co. LLC invests across a range of deal types and industry sectors including banking, insurance and reinsurance, securities, services and asset management, and specialty finance. J.C. Flowers & Co. LLC is registered with the Securities and Exchange Commission as an investment adviser. With approximately $6 billion of assets under management, J.C. Flowers & Co. LLC has offices in New York and London. Mr. J. Christopher Flowers is the sole owner of, and the managing member of, J.C. Flowers & Co. LLC. Standby Purchase Agreement Members Mutual, Vericity and Fidelity Life entered into the standby purchase agreement with the standby purchaser on October 5, 2018, as amended and restated on March 26, 2019, pursuant to which the standby purchaser agreed, subject to certain conditions, to acquire from us at the subscription price of $10.00 per share the number of shares equal to the difference between the offering minimum of 14,875,000 shares and the number of shares of common stock subscribed for in the subscription offering together with any subscriptions for shares accepted in the community offering. In addition, the standby purchaser has the right to purchase additional shares up to the offering maximum, which additional shares may permit the standby purchaser to acquire up to a majority of the stock sold in the offerings. Under the terms of our agreement with the standby purchaser, the standby purchaser will have the right to designate a majority of the nominees to serve on our board of directors, whether or not it acquires a majority of the stock sold in the offerings. Shares purchased by the standby purchaser in the standby offering will be purchased for investment and not for resale and will be counted toward satisfaction of the minimum number of shares needed to be sold to complete this offering. For a description of the terms and conditions of the standby purchase agreement, see The Conversion and Offering Description of the Standby Purchase Agreement. We refer to the offering of shares to the standby purchaser as the standby offering. We refer to the subscription offering, the community offering and the standby offering collectively as the offerings. Conditions to Completion of the Conversion and this Offering Our ability to complete this offering is subject to two conditions. First, a minimum of 14,875,000 shares of common stock must be sold to complete this offering. Second, Members Mutual s plan of conversion and amended and restated articles of incorporation must be approved by the affirmative vote of at least two-thirds of the votes cast at the special meeting of members to be held on [ ]. No funds will be released from the escrow account until both of these conditions have been satisfied. If the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, is less than 14,875,000 shares, and if all of the conditions to the standby purchaser s purchase commitment have been satisfied, the standby purchaser will be obligated to purchase enough shares in the standby offering to guarantee the sale of the minimum number of shares necessary to complete this offering. In that event, the level of sales to eligible members and directors and officers of Members Mutual will not impact the condition that at least 14,875,000 shares must be sold to complete this offering. Accordingly, the sale of the minimum number of shares necessary to complete this Table of Contents offering does not indicate that sales have been made to investors who have no financial or other interest in the offerings, and the sale of the minimum number of shares should not be viewed as an indication of the merits of this offering. Termination of this Offering Subject to the provisions of the plan of conversion and the standby purchase agreement, we have the right to cancel this offering at any time. In addition, the completion of this offering is subject to market conditions and other factors beyond our control. If this offering is not completed, all funds received will be promptly returned to purchasers without interest. Stock Pricing and Number of Shares to be Issued The plan of conversion requires that the range of the value of the total number of shares to be issued in this offering must be based on a valuation of our estimated consolidated pro forma market value. Under the plan of conversion, the valuation must be in the form of a range consisting of a midpoint valuation, a valuation fifteen percent (15%) above the midpoint valuation and a valuation fifteen percent (15%) below the midpoint valuation. We retained Boenning & Scattergood, Inc. to determine the valuation range for this offering. Boenning & Scattergood, Inc. has determined that, as of April 11, 2018, the estimated consolidated pro forma market value of Members Mutual is $175,000,000 at the midpoint, and the range of value of the total number of shares of common stock to be issued in the offering is between a minimum value of $148,750,000 and a maximum value of $201,250,000. We plan to issue between 14,875,000 and 20,125,000 shares of our common stock in this offering. This range was determined by dividing the $10.00 price per share into the range of Boenning & Scattergood, Inc. s valuation. We determined to offer the common stock in the subscription offering at the price of $10.00 per share to ensure a sufficient number of shares are available for purchase by eligible members. In addition, Raymond James advised us that the $10.00 per share offering price is commonly used in mutual-to-stock conversions of other insurance companies and savings banks and savings associations that use the subscription rights conversion model. These were the only factors considered by our board of directors in determining to offer shares of common stock at $10.00 per share. How Do I Buy Stock in this Offering? If you wish to purchase shares of common stock in the subscription offering, you must sign and complete the stock order form that accompanies this prospectus and send it to us with your payment such that your order is received before the offering deadline. You may submit your order to us by overnight delivery to the address indicated for this purpose on the top of the stock order form or by mail using the stock order reply envelope provided. Payment by check or money order must accompany the stock order form. No cash or third party checks will be accepted. All checks or money orders must be made payable to Computershare Trust Company, N.A., as escrow agent for Vericity, Inc. We may permit certain persons whose subscriptions are accepted in the community offering to make payment of the purchase price by a wire transfer to the escrow agent. The completed stock order form and payment in full for the shares ordered must be received (not postmarked) no later than 5:00 PM, Central Time, on [ ]. Once submitted, your order is irrevocable without our consent unless we terminate this offering. Our consent to any modification or withdrawal request may or may not be given in our sole discretion. We may reject a stock order form if it is incomplete, improperly completed, or not timely received. If you are an eligible employee and wish to purchase 100 shares of stock under the Employee Bonus Program, you must complete the Employee Bonus Program Election Form and follow the instructions provided. Offering Deadline All subscription rights will expire at 5:00 PM, Central Time, on [ ]. We expect that the community offering will terminate on or about the same time. Subscription rights not exercised prior to this deadline will be void, whether or not we have been able to locate each person entitled to receive subscription rights. Limits on Your Purchase of Common Stock The plan of conversion and Illinois law establish the following minimum and maximum purchase limitations for participants (including such participant s associates or a group acting in concert) in the subscription offering: No person may subscribe for fewer than 25 shares in this offering. Table of Contents Each eligible member has been allocated subscription rights to purchase the number of shares that is printed on the stock order form mailed to each such eligible member. No eligible member may subscribe to purchase more shares than the number of subscription rights allocated to such member. The number of subscription rights allocated to each eligible member was determined in accordance with actuarial analyses described in the plan of conversion. Subject to the prior rights of eligible members to subscribe for up to 20,125,000 shares in this offering, no director or officer of Members Mutual may purchase more than such person s individual management purchase limit. Members Mutual has determined each individual management purchase limit based on positions held and compensation. In no event may the directors and officers of Members Mutual, in their capacities as such, purchase more than 4,016,250 shares of the stock sold in the offerings. In addition to the limitations set forth above, no person (other than the standby purchaser) may acquire, directly or indirectly, in this offering or any public offering, more than 5% of the capital stock of Vericity for a period of five years from the effective date of the conversion without the approval of the Illinois Director of Insurance. The subscription of any person who subscribes for more shares than the person s maximum purchase limitation as set forth on the stock order form will be disregarded in its entirety or reduced to the person s maximum purchase limitation, at the discretion of Vericity. We have the right in our absolute discretion and without liability to any participant in the subscription offering, the community offering or to any other person to determine which proposed persons and which subscriptions and orders in this offering meet the criteria provided in the plan of conversion for eligibility to purchase shares of common stock and the number of shares eligible for purchase by any person. Our determination of these matters will be final and binding on all parties and all persons. Oversubscription If eligible members subscribe for more than 20,125,000 shares, the shares of common stock will be allocated so as to permit each subscribing eligible member, to the extent possible, to purchase up to the lesser of the number of shares subscribed for or 100 shares. Any remaining shares will be allocated among the eligible members whose subscriptions remain unsatisfied in the proportion in which the number of shares as to which each such eligible member s subscription remains unsatisfied bears to the aggregate number of shares as to which all such eligible members subscriptions remain unsatisfied. Actuarial Opinion We retained Milliman, Inc., an independent actuarial consulting firm, to advise us in connection with actuarial matters involved in the allocation of subscription rights and the establishment of the individual maximum purchase limitations. The opinion of Steven I. Schreiber, Principal of Milliman, dated March 25, 2019, relating to the proposed allocation of subscription rights among eligible members in consideration for the extinguishment of their membership interests in Members Mutual, states (in reliance upon the matters described in such opinion) that the principles, methodology and the allocation instructions for allocating consideration among the eligible members and for allocating shares in the event of an over subscription, each as set forth in the plan of conversion, are fair and equitable from an actuarial point of view. The opinion of Steven I. Schreiber is an exhibit to the registration statement of which this prospectus is a part, and is available for inspection in the manner set forth in the section titled Additional Information. A copy of the actuarial opinion is also on file and available for inspection at our principal executive offices. Management Purchases of Stock The directors and officers of Members Mutual, in their capacities as such, may not purchase in the aggregate more than 4,016,250 shares, which represents 27% of the shares at the minimum of the offering range. If the eligible members subscribe for less than the maximum number of shares, the directors and officers of Members Mutual have indicated their intention to purchase approximately 2,123,675 shares of common stock in the subscription offering. The directors and officers of Members Mutual are not obligated to purchase this number of shares, and in the aggregate they may purchase a greater or smaller number of shares. See The Conversion and Offering Proposed Management Purchases. If there are insufficient shares remaining after the subscriptions of eligible members to satisfy in full all of the subscriptions of directors and officers of Members Mutual, the available shares of common stock will be allocated among the Table of Contents subscribing management participants in the proportion in which the number of shares as to which each such management participant s subscription bears to the aggregate number of shares subscribed for by all management participants. Undersubscription If the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, is less than 14,875,000 shares, the standby purchaser has agreed to purchase enough shares in the standby offering to guarantee the sale of the minimum number of shares necessary to complete this offering, and may purchase additional shares as may be necessary in order to permit the standby purchaser to acquire a majority of the shares sold, provided that no more than 20,125,000 shares may be sold in the offerings. In that event, the level of sales to eligible members and directors and officers of Members Mutual will not impact the condition that at least 14,875,000 shares must be sold to complete this offering. Accordingly, the sale of the minimum number of shares necessary to complete this offering does not indicate that sales have been made to investors who have no financial or other interest in the offerings, and the sale of the minimum number of shares should not be viewed as an indication of the merits of this offering. Benefits to Management Members of our management, our directors and advisory board members will participate in an equity incentive plan to be established under the terms of the amended and restated limited partnership agreement of the standby purchaser. The plan will be established to promote the long-term growth and profitability of the standby purchaser and all of our stockholders by providing employees, directors and service providers who are or will be involved in our growth with an opportunity to acquire an ownership interest in the standby purchaser, thereby encouraging such persons to contribute to and participate in our success. Under the plan, the general partner of the standby purchaser may grant awards of Class B units to employees, directors and other service providers of the standby purchaser and/or Vericity. Class B units are non-voting profits interests in the standby purchaser that entitle the holders thereof to participate in the appreciation in the value of the standby purchaser above an applicable threshold and to thereby share in our future growth. The grant of equity-based awards to our management and directors is intended to encourage the creation of long-term value for our stockholders by helping to align the interests of the participants under the plan with those of our stockholders and to promote employee retention and ownership. See Executive Compensation Apex Holdco Equity Incentive Plan. Shares Outstanding Immediately After the Offerings A minimum of 14,875,000 shares and a maximum of 20,125,000 shares of our common stock will be issued and outstanding after the offerings. Use of Proceeds As required under Illinois law, the plan of conversion requires that the total price of the stock to be issued in the conversion must be equal to the estimated pro forma market value of converted Members Mutual as determined by an independent appraiser, which is $148.8 million at the minimum of the offering range. Accordingly, we must sell shares at an aggregate price at least equal to $148.8 million in the offerings. We estimate the net proceeds from the offerings will be between $135.5 million at the minimum of the offering range and $189.5 million at the maximum of the offering range. See the Offering Summary on the front cover of the prospectus for the assumptions used to arrive at these amounts. The amount of net proceeds from the sale of common stock in the offerings will depend on the total number of shares actually sold in the subscription offering, the community offering, and the standby offering. Initially, we plan to retain substantially all of the net proceeds from the offerings at Vericity. The standby stock purchase agreement provides that within six months following the closing of this offering, our board will direct management to undertake and complete a capital needs assessment to project the amount of capital reasonably needed to be maintained at Vericity to support adequate operating capital levels at Fidelity Life and Efinancial. Depending on the results of the assessment, we may allocate a portion of the net proceeds from the offerings to support our insurance and agency businesses, and more particularly to (i) reduce our use of reinsurance to finance growth, while continuing to emphasize risk management; (ii) make investments to strengthen our infrastructure, including our IT platforms; (iii) selectively deploy new capital to acquire and bolster talent in key areas of competency linked to competitive advantage; and (iv) pay amounts due on account of the acceleration of Long-Term Incentive Plan awards (as described below). We expect that any unallocated net proceeds from the offerings will be used for general corporate purposes, including paying holding company expenses, and potentially paying a special cash dividend to our stockholders or repurchasing shares of our common stock. In connection with the Table of Contents approval of the conversion by the Illinois Director of Insurance, we agreed, for a period of twenty-four months following the completion of the offerings, to either maintain $20 million of the proceeds of the offerings at Vericity or use all or a portion of that $20 million to fund our operations. If as a result of the capital needs assessment, management determines that the amount of capital retained at Vericity exceeds the reasonable current and near term projected operating capital needs, management will determine the amount of excess capital (if any) that may be available for distribution to stockholders and may recommend the declaration of a special dividend to stockholders in an amount not to exceed any such excess capital. The amount of any special dividend would not equal or exceed one hundred percent of the net proceeds. However, there can be no assurance that our board of directors will declare any dividend. Any decision regarding the declaration or amount of any dividend will be in the sole discretion of the board of directors of Vericity and will depend on many factors, including the capital needs assessment, the amount of net proceeds from this offering, general economic and business conditions, Vericity s financial results and condition, legal and regulatory requirements and any other factors that the Vericity board may deem relevant. The following table illustrates the effect on the estimated net proceeds available to the Company following the payment of a potential special dividend in the projected amounts as shown below. This table is presented for illustrative purposes only and does not represent a commitment regarding the payment of a special dividend in any amount, including the amounts shown below: Offering Minimum Offering Maximum (dollars in millions except share and per share data) Projected dividend per share $2 $4 $6 $7 $2 $4 $6 $7 Effective pre-tax net investment per share $8 $6 $4 $3 $8 $6 $4 $3 Gross offering proceeds $ 148.8 $ 148.8 $ 148.8 $ 148.8 $ 201.3 $ 201.3 $ 201.3 $ 201.3 Estimated offering expenses 9.7 9.7 9.7 9.7 9.7 9.7 9.7 9.7 Estimated commissions 3.5 3.5 3.5 3.5 2.0 2.0 2.0 2.0 Estimated dividend payout 29.8 59.5 89.3 104.1 40.3 80.5 120.8 140.9 Estimated net proceeds $ 105.8 $ 76.1 $ 46.3 $ 31.5 $ 149.3 $ 109.1 $ 68.8 $ 48.7 Under the terms of the standby purchase agreement and our bylaws, upon completion of the offerings, the standby purchaser will have the right to designate a majority of the nominees to serve on our board of directors, and the board will determine the amount and timing of any special dividend, if a special dividend is declared. If the standby purchaser acquires a majority of our shares sold in the offerings, the standby purchaser would receive a majority of the amount of any excess capital distributed to stockholders as a special dividend in proportion to its stock ownership. On a short-term basis, the proceeds retained at Vericity will be initially invested primarily in U.S. government securities, other federal agency securities, and other securities consistent with our investment policy until utilized. Dividend Policy Following completion of this offering, our board of directors will have the authority to declare dividends on our shares of common stock. We currently do not have any plans to pay ordinary cash dividends to our stockholders. Any decision to pay a dividend will depend on many factors, including our financial condition and results of operations, liquidity requirements, market opportunities, capital requirements of our subsidiaries, legal requirements, intercompany dividends from our subsidiaries and other factors as the board of directors deems relevant. For additional information regarding restrictions on our ability to pay dividends, see Dividend Policy. For information regarding the potential payment of a special cash dividend following a capital needs assessment to be conducted within six months of the closing of this offering, see Dividend Policy Capital Needs Assessment; Potential Special Dividend. Market for Common Stock Our common stock has been approved for listing on the NASDAQ Capital Market under the symbol VERY. How You May Obtain Additional Information Regarding this Offering If you have any questions regarding the stock offering, please call the Stock Information Center at 1 [ ], Monday through Friday between 10:00 a.m. and 4:00 p.m., Central Time to speak with a representative of Raymond James. Table of Contents

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights certain of the information that appears later in this prospectus. This summary may not contain all of the information that may be important to you. As an investor, you should carefully review the entire prospectus, including the section of this prospectus entitled "Risk Factors" and the more detailed information that appears later in this prospectus before making an investment in our common shares. The information presented in this prospectus assumes, unless otherwise indicated, that the underwriters' option to purchase additional common shares is not exercised. Unless otherwise indicated, references to "Nordic American Offshore," the "Company," "we," "our," "us," NAO or similar terms refer to the registrant, Nordic American Offshore Ltd., and its subsidiaries, except where the context otherwise requires. Unless otherwise indicated, all references to "U.S. dollars," "dollars," "U.S. $" and "$" in this prospectus are to the lawful currency of the United States of America and references to "Norwegian Kroner" and "NOK" are to the lawful currency of Norway. On January 28, 2019, we effected a one-for-ten reverse stock split. All share and per share information throughout this prospectus has been retroactively adjusted to reflect the reverse stock split. The par value of our common shares was automatically adjusted to $0.10 per share as a result of the reverse stock split. Our Company Nordic American Offshore Ltd. is an offshore support vessel (OSV) company that, as of the date of this prospectus, owns 23 vessels consisting of 10 platform supply vessels, or PSVs, two anchor handling tug supply vessels, or AHTS vessels, and 11 crew boats. The Company was formed on October 17, 2013 under the laws of the Republic of the Marshall Islands. Effective September 26, 2016, we discontinued our existence as a company organized under the laws of the Republic of the Marshall Islands and continued our existence as an exempted company organized under the laws of the Islands of Bermuda, which we refer to as the Redomiciliation. There was no change in our business, assets and liabilities, principal locations, fiscal year, directors or executive officers following the Redomiciliation, and our financial statements are presented on an un-interrupted basis. On November 10, 2016, our shareholders approved the adoption of the new bye-laws, or the Bye-laws, at our annual general meeting of shareholders. As a result of the Redomiciliation, the rights of holders of our common shares are now governed by our Bermuda Memorandum of Continuance, the Bye-laws and the Companies Act 1981 of Bermuda, or the Companies Act. We own our vessels through separate wholly-owned subsidiaries that are incorporated in the Republic of the Marshall Islands. As of the date of this prospectus, all of our PSVs are operating in the North Sea and our AHTS vessels and crew boats are operating in West Africa. On December 12, 2018, we entered into a share purchase agreement with Scorpio Offshore Investments Inc., or SOI, (a related party affiliate) pursuant to which SOI invested $5.0 million in a private placement of our common shares at a price of $4.20 per share, which we refer to as the Private Placement. As part of the Private Placement, Mr. Emanuele Lauro was appointed Chairman and Chief Executive Officer of the Company. In addition, Mr. Robert Bugbee was appointed to the Company s Board of Directors and to the office of President, Mr. Cameron Mackey was appointed Chief Operating Officer, and Mr. Filippo Lauro was appointed Vice President. Concurrent with the Private Placement Mr. Herbj rn Hansson resigned from the Board of Directors. SOI is a closely held company owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members. In March 2019, we entered into a common stock purchase agreement, which we refer to as the Equity Line of Credit. with SOI (a related party affiliate) and Mackenzie Financial Corporation. The Equity Line of Credit provides for $20.0 million to be available to us on demand in exchange for our common shares priced at 0.94 multiplied by the then-prevailing 30-day trailing VWAP. In April 2019, we issued 3,240,418 common shares under the Equity Line of Credit for approximately $2.78 per share and net proceeds to us of $9.0 million. In April 2019, we acquired 13 vessels, consisting of two AHTS vessels and 11 crew boats, from Scorpio Offshore Holding Inc., a related party affiliate that is also a closely held company owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members, in exchange for 8,126,219 common shares of the Company at approximately $2.78 per share for an aggregate consideration of $22.6 million. As part of this acquisition, we assumed the aggregate outstanding indebtedness of $9.0 million relating to the two AHTS vessels. Our principal executive offices are located at LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. Our telephone number is +377-9798-5715. Our website is www.nao.bm. The information contained in or connected to our website is not part of this prospectus. Our Fleet The following table summarizes key information about our operating fleet and employment status as of the date of this prospectus: Vessel name Vessel Type Year Built Employment Begin Period End Period Daily Base Rate NAO Fighter PSV 2012 Spot NAO Prosper PSV 2012 Time Charter Mar-19 Jul-19 $ 9,843 (1) NAO Power PSV 2013 Time Charter Dec-18 Dec-19 $ 9,525 (1) NAO Thunder PSV 2013 Time Charter May-19 May-20 $ 10,541 (1) NAO Guardian PSV 2013 Time Charter Mar-19 Jul-19 $ 9,843 (1) NAO Protector PSV 2013 Spot NAO Viking PSV 2014 Time Charter Dec-18 Dec-20 $ 10,477 (1) NAO Storm PSV 2014 Spot NAO Galaxy PSV 2016 Time Charter Apr-19 Jan-20 $ 10,097 (1) NAO Horizon PSV 2016 Time Charter Mar-19 May-19 $ 10,541 (1) SOI Brilliance AHTS 2009 Time Charter Jan-16 Dec-19 $ 9,000 SOI Baron AHTS 2009 Spot Petrocraft 1605-1 Crew Boat 2012 Spot Petrocraft 1605-2 Crew Boat 2012 Time Charter Jan-19 Jul-19 $ 2,230 Petrocraft 1605-3 Crew Boat 2012 Time Charter Jan-19 Jul-19 $ 2,230 Petrocraft 1605-5 Crew Boat 2012 Spot Petrocraft 1605-6 Crew Boat 2012 Spot Petrocraft 2005-1 Crew Boat 2015 Spot Petrocraft 2005-2 Crew Boat 2015 Spot Petrocraft 1905-1 Crew Boat 2019 Time Charter Mar-19 Mar-20 $ 2,400 Petrocraft 1905-2 Crew Boat 2019 Time Charter Mar-19 Mar-20 $ 2,400 Petrocraft 1905-3 Crew Boat 2019 Time Charter Mar-19 Mar-20 $ 2,400 Petrocraft 1905-4 Crew Boat 2019 Time Charter Mar-19 Mar-20 $ 2,400 (1) Time charter contract is denominated in GBP. The rate set forth has been converted using a GBP/USD exchange rate of approximately 1.27. Employment of Our Fleet As of the date of this prospectus, all of our PSVs are operating in the North Sea and our AHTS vessels and crew boats are operating in West Africa. Our vessels are employed either in the spot market or on time charters. A spot market charter is typically a short-term contract for specific use. Under spot market charters, we pay certain expenses, such as harbor costs, fuel costs, and other off-hire related costs. Spot market charter rates are volatile and fluctuate based upon the supply and demand for OSVs such as ours. Time charters give us a fixed and stable cash flow for a known period of time. Time charters also mitigate in part the volatility and seasonality of the spot market business. We opportunistically employ vessels under time charter contracts. Management of our Vessels The ship management firms Rem y Shipping AS, or Rem y, and V.Ships Offshore Limited, or V.Ships provide technical management for six and four of the Company's PSVs, respectively. Scorpio Commercial Management S.A.M., or SCM, and Scorpio Ship Management S.A.M., or SSM, provide the commercial and technical management, respectively, for the Company s two AHTS vessels and 11 crew boats. Please see Item 7. Major Shareholders and Related Party Transactions B. Related Party Transactions in our Annual Report on Form 20-F for the year ended December 31, 2018, which is incorporated by reference herein, for additional information on our management agreements with SCM and SSM. Risk Factors We face a number of risks associated with our business and industry and must overcome a variety of challenges to utilize our strengths and implement our business strategies. These risks relate to, among others, changes in the international shipping and offshore oil and gas exploration industry, including supply and demand, charter hire rates, a downturn in the global economy, hazards inherent in our industry and operations resulting in liability for damage to or destruction of property and equipment, pollution or environmental damage, inability to comply with covenants in our current credit facilities and credit facilities we may enter into in the future, inability to finance capital projects, and inability to successfully employ our OSVs. You should carefully consider these risks, the risks described in "Risk Factors" and the other information in this prospectus before deciding whether to invest in our common shares. Implications of Being an Emerging Growth Company We had less than $1.0 billion in revenue during our last fiscal year, which means that we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting; exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and financial statements. We may take advantage of these provisions until we no longer qualify as an emerging growth company on December 31, 2019, which is the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. On this date, the exemptions described above will no longer be available to us. Additionally, we will cease to be an emerging growth company if, among other things, we have more than $1.0 billion in "total annual gross revenues" during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We have chosen to "opt out" of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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+This summary highlights information contained elsewhere in this prospectus. As this is a summary, it does not contain all of the information that prospective investors should consider before deciding to invest in our common shares. Prospective investors should read the entire prospectus carefully before making an investment decision, including the sections titled Risk factors, Cautionary note regarding forward-looking statements, Selected financial and other information, Management s discussion and analysis of financial condition and results of operations and our consolidated financial statements and related notes appearing elsewhere in this prospectus. Our company We are a global property and casualty, or P&C, insurance and reinsurance company with approximately $1.1 billion in capital as of December 31, 2018 and with operations in Bermuda, the United States and Europe. Our strategy combines a diversified, casualty-focused underwriting portfolio, accessed through our multi-year, renewable strategic underwriting management relationship with Arch, with a disciplined investment strategy comprising primarily non-investment grade corporate credit assets, managed by HPS Investment Partners, LLC, or HPS. We have designed our investment strategy to complement the characteristics of our target underwriting portfolio in order to generate attractive risk-adjusted returns for our shareholders. Our strategy involves a greater degree of investment risk balanced with a less volatile underwriting portfolio, especially in relation to the amount of catastrophe exposure we assume, as compared with traditional insurers and reinsurers. We were formed in Bermuda in the second quarter of 2013. In March 2014, we raised $1.1 billion in our initial funding and began underwriting reinsurance in the first half of 2014. Our operating subsidiaries all carry a financial strength rating of A- (Excellent) with a stable outlook from A.M. Best Company, or A.M. Best, which is the fourth highest of 15 ratings that A.M. Best confers. Each of our operating subsidiaries also carries a financial strength rating of A with a stable outlook from Kroll Bond Rating Agency, or KBRA, which is the sixth highest of 22 ratings that KBRA confers. These ratings are each intended to provide an independent opinion of an insurer s ability to meet its obligations to policyholders and are not ratings of our common shares. We manage our insurance and reinsurance underwriting through our relationship with Arch, which, through Arch Reinsurance Ltd., or ARL, is one of our founding equity investors. ARL, which is a subsidiary of Arch Capital Group Ltd., or ACGL, a leading global insurance and reinsurance company whose shares are listed on the Nasdaq Global Select Market under the symbol ACGL, invested $100 million in our common shares. ACGL had approximately $11.2 billion in capital and a market capitalization of approximately $10.8 billion as of December 31, 2018 and provides a full range of property, casualty and mortgage insurance and reinsurance lines, with a particular focus on writing specialty lines on a worldwide basis through operations in Bermuda, the United States, Canada, Europe, Australia and South Africa. Our strategic relationship with Arch provides us with unique underwriting expertise and market access based upon our ability to leverage Arch s global underwriting infrastructure and distribution platform and has enabled us to build a diversified global portfolio of insurance and reinsurance risks. Our operating subsidiaries have written an aggregate of approximately $2.6 billion in gross premiums written from inception to December 31, 2018. Our main operating subsidiary is Watford Re Ltd., or Watford Re, a Bermuda-based company that began writing business in early 2014 and is registered as a Class 4 insurer with the Bermuda Monetary Authority, or the BMA. Bermuda is one of the largest insurance and reinsurance centers in the world, particularly for P&C markets, providing insurance and reinsurance capacity for risks on a global basis. In addition to traditional P&C lines, Watford Re also writes mortgage insurance and reinsurance on a worldwide basis. Our Bermuda presence gives us direct and efficient access to Subject to completion, dated March 25, 2019 The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of such securities is not permitted. 3,593,003 shares WATFORD HOLDINGS LTD. Common shares This prospectus relates to the registration of the resale of up to 3,593,003 of our common shares by the registered shareholders identified in this prospectus, who we refer to as Registered Shareholders. Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell their common shares covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the Nasdaq Global Select Market at prevailing market prices. See Plan of distribution. If the Registered Shareholders choose to sell their common shares, we will not receive any proceeds from the sale of common shares by the Registered Shareholders. No public market for our common shares currently exists. In addition, our common shares have no history of trading in private transactions. Further, the listing of our common shares on the Nasdaq Global Select Market without underwriters is a novel method for commencing public trading in our common shares, and consequently, the trading volume and price of our common shares may be more volatile than if our common shares were initially listed in connection with an underwritten initial public offering. On the day that our common shares are initially listed on the Nasdaq Global Select Market, The Nasdaq Stock Market LLC, or the Nasdaq Stock Market, will begin accepting, but not executing, orders. Once J.P. Morgan Securities LLC, in its capacity as our financial advisor, has notified the Nasdaq Stock Market that our common shares are ready to trade, the Nasdaq Stock Market will calculate the Current Reference Price (as defined below) for our common shares, in accordance with the Nasdaq Stock Market rules. If J.P. Morgan Securities LLC then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our common shares on the Nasdaq Global Select Market will commence, subject to the Nasdaq Stock Market conducting validation checks in accordance with the Nasdaq Stock Market rules. Under the Nasdaq Stock Market rules, the Current Reference Price means: (i) the single price at which the maximum number of orders to buy or sell our common shares can be paired; (ii) if more than one price exists under (i), then the price that minimizes the number of our common shares for which orders cannot be matched; (iii) if more than one price exists under (ii), then the entered price at which our common shares will remain unexecuted in the cross; and (iv) if more than one price exists under (iii), a price determined by the Nasdaq Stock Market after consultation with J.P. Morgan Securities LLC in its capacity as our financial advisor. J.P. Morgan Securities LLC will determine when our common shares are ready to trade and approve proceeding at the Current Reference Price primarily based on consideration of volume, timing and price. In particular, J.P. Morgan Securities LLC will determine when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see Plan of distribution. We have applied to list our common shares on the Nasdaq Global Select Market under the symbol WTRE. We intend to list our common shares on the Nasdaq Global Select Market on or about March 27, 2019. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act and, as such, have elected to comply with certain reduced public company reporting requirements. See Summary-Implications of being an emerging growth company. Investing in our common shares involves risks. See Risk factors beginning on page 22. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. , 2019 Arch Reinsurance Europe Underwriting Designated Activity Company (formerly known as Arch Reinsurance Europe Underwriting Limited), or ARE, which is a party to certain quota share agreements with one or more of our operating subsidiaries; Arch Reinsurance Ltd., or ARL, which is a party to certain quota share agreements with one or more of our operating subsidiaries and owned approximately 11% of our outstanding common shares as of December 31, 2018; Arch Underwriters Inc., or AUI, which manages the underwriting business of our U.S. operating subsidiaries; Arch Underwriters Ltd., or AUL, which manages the underwriting business of our non-U.S. operating subsidiaries, including Watford Re; our Investment Managers refers to AIM, HPS or any other investment managers that manage our investment grade portfolio or our non-investment grade portfolio from time to time; HPS refers to HPS Investment Partners, LLC (formerly known as Highbridge Principal Strategies, LLC), which manages our non-investment grade portfolio, as well as accounts in our investment grade portfolio; Watford, we, us and our refers to Watford Holdings Ltd. and its subsidiaries; Watford Holdings refers to our company, Watford Holdings Ltd., a Bermuda exempted company; Watford Holdings (UK) refers to Watford Holdings (UK) Limited, a private limited company incorporated and existing under the laws of England and Wales and a wholly-owned subsidiary of our company; Watford Holdings U.S. refers to Watford Holdings (U.S.) Inc., a Delaware company and a wholly-owned subsidiary of our company; Watford Trust refers to Watford Asset Trust I, a statutory trust organized under the laws of the State of Delaware; Watford Re refers to Watford Re Ltd., a Bermuda domiciled insurance company and a wholly-owned subsidiary of our company; WIC refers to Watford Insurance Company, a New Jersey domiciled insurance company and a wholly-owned subsidiary of our company; WICE refers to Watford Insurance Company Europe Limited, a Gibraltar domiciled insurance company and a wholly-owned subsidiary of our company; and WSIC refers to Watford Specialty Insurance Company, a New Jersey domiciled insurance company and a wholly-owned subsidiary of our company. Certain abbreviations and definitions of certain insurance, reinsurance, financial and other terms used in this prospectus are defined in the Glossary of selected reinsurance, insurance and investment terms section of this prospectus. Registered trademarks and trademark applications Watford and Watford Re are the subject of trademark registrations in the United States. Other brands, names and trademarks contained in this prospectus are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names are referred to in this prospectus without the SM and symbols, but such references are not intended to indicate, in reinsure these risks. In mid-2015, we formed and capitalized Watford Insurance Company Europe Limited, or WICE, in Gibraltar to conduct business in Europe. In December 2015, WICE began writing business with access to markets across the European Union, targeting both personal lines and commercial lines of P&C insurance, which it distributes through coinsurance relationships and specialized insurance agents (also known as program managers). In late 2015, we formed and capitalized Watford Specialty Insurance Company, or WSIC, a U.S.-based excess & surplus, or E&S, lines insurer. In April 2016, WSIC began writing insurance business in the U.S. E&S market, concentrating its efforts on commercial lines of property and casualty coverage, which it distributes through program managers. We further expanded our U.S. capabilities in August 2016 through the acquisition and capitalization of Watford Insurance Company, or WIC, which has enabled us to access the larger admitted (or licensed) U.S. insurance market, also through program managers. Between WSIC and WIC, we are able to access the entire U.S. P&C insurance market, offering either admitted insurance products or E&S insurance products to service market demand. The majority of our investments are allocated to non-investment grade corporate credit assets managed by HPS, which we refer to as our non-investment grade portfolio.HPS is a global investment platform with a focus on non-investment grade credit. HPS had approximately $47 billion of assets under management as of December 31, 2018. HPS manages our non-investment grade portfolio pursuant to investment guidelines formulated to complement our underwriting portfolio. The primary objective of our non-investment grade investment strategy is to generate attractive risk-adjusted returns comprising current interest income, trading gains and capital appreciation, with an emphasis on capital preservation. As of December 31, 2018, non-investment grade corporate credit assets comprised approximately 69% of our overall investment portfolio. We refer to the remainder of our invested assets as our investment grade portfolio, which is primarily managed by Arch Investment Management Ltd., or AIM, a subsidiary of Arch that manages the investments of Arch s own funds. We also have several investment grade accounts managed by other Investment Managers, including HPS. Our management team is led by John Rathgeber, a highly respected industry veteran with over 35 years of experience. Mr. Rathgeber served as the Chief Executive Officer of Arch Reinsurance Company, or ARC, Arch s U.S. reinsurance operations, from its inception in 2001 until 2009. Mr. Rathgeber has also served as Vice Chairman of Arch Worldwide Reinsurance Group. In addition, we have recruited a management team that has significant senior leadership and underwriting experience in the insurance and reinsurance industry. We believe our management team s industry experience is an important competitive advantage. Since formation, we have meaningfully grown our business, generating sizable underwriting revenue and significant interest income. We believe that we are well-positioned to continue delivering prudent growth by balancing our complementary underwriting and investment strategies. From inception through December 31, 2018, our net premiums written and net interest income were as follows: any way, that the owner thereof will not assert, to the fullest extent under applicable law, such owner s rights to these trademarks, service marks and trade names. Exchange control Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority, or the BMA, for the issue and transfer of the common shares to and between non-residents of Bermuda for exchange control purposes provided our shares remain listed on an appointed stock exchange, which includes the Nasdaq Global Select Market, or Nasdaq. In granting such consent, neither the BMA nor any other relevant Bermuda authority or government body accepts any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus. Service of process and enforcement of civil liabilities We are a Bermuda exempted company. As a result, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Some of our directors and officers are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions. Investors outside the United States Neither we nor any of the Registered Shareholders have done anything that would permit the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common shares and the distribution of this prospectus outside of the United States. Market and industry data and forecasts Certain market and industry data and forecasts included in this prospectus were obtained from independent market research, industry publications and surveys, governmental agencies and publicly available information. Industry surveys, publications and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying assumptions relied upon therein. Similarly, independent market research and industry forecasts, which we believe to be reliable based upon our management s knowledge of the industry, have not been independently verified. While we are not aware of any misstatements regarding the market or industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk factors. Year Ended December 31, ITD 2018 2017 2016 ($ in thousands) Net premiums written $ 604,175 $ 553,117 $ 513,788 $ 2,411,495 Net interest income 107,533 86,523 89,818 374,981 Our focus Underwriting operations: insurance and reinsurance Through our underwriting operations we are able to offer a variety of P&C insurance and reinsurance products on a global basis. We target an underwriting portfolio that is diversified by line of business and geography, with a focus on medium- to long-tail casualty business. Given the recent inception of our insurance operations, our underwriting portfolio to-date has been predominantly reinsurance, although we expect our insurance writings to increase going forward. We have built a diversified, low volatility portfolio by purposely limiting our modeled natural catastrophe exposure to a level lower than many other insurers and reinsurers. As of December 31, 2018, our largest peril and zone modeled net probable maximum loss, or PML, from a 1-in-250 year occurrence was 2.4% of the value of our total shareholders equity plus our contingently redeemable preference shares, or our total capital. Our strategy is to operate in lines of business in which underwriting skill and specialized knowledge can make a meaningful difference in operating results. We have been well-received in the market and successful in writing what we believe to be attractive underwriting opportunities. We benefit from Arch s broad underwriting expertise and worldwide distribution network. Arch s global, multi-line market presence facilitates the ability for Arch to strategically adapt our mix of business by geography, product line or type as we or Arch perceive potential opportunities. In addition, as a result of our operating subsidiaries A- (Excellent) rating from A.M. Best and A rating from KBRA, as well as our strong balance sheet, we are well-positioned to increase our premium volume in favorable market cycles, creating additional attractive underwriting opportunities. Our Bermuda-based operating subsidiary, Watford Re, writes a broad range of P&C coverages. In addition to traditional P&C lines, Watford Re also writes mortgage insurance and reinsurance on a worldwide basis. Our reinsurance business leverages Arch s global underwriting platform to distribute a wide variety of products covering lines of business around the world. We write business for third-party cedants and also assume a meaningful portion of our business as a reinsurance or retrocession of business that Arch has underwritten for its own portfolio and that also meets our underwriting guidelines and return metrics. The table below provides the percentage of our total gross premium written assumed from Arch for the years ended December 31, 2018, 2017 and 2016. Year Ended December 31, 2018 2017 2016 Gross premiums written - assumed from Arch 34.4 % 48.2 % 63.3 % Our insurance operations are conducted in the United States and Europe. We established our insurance platform as a complement to our reinsurance strategy to expand our distribution channels. Our insurance strategy is focused on pursuing attractive underwriting opportunities in the U.S. and European insurance markets and we view our insurance platform as having the potential to provide meaningful premium growth. In the United States, we are authorized to write commercial P&C lines of business in both the admitted market and the E&S market through our WIC and WSIC subsidiaries, respectively, with distribution through coinsurance relationships or select program managers that develop and distribute specialized insurance products for these subsidiaries. In Europe, we write direct insurance and coinsurance business, primarily in personal P&C lines, through lead insurers and program managers that develop and distribute specialized insurance products for our WICE subsidiary. Similar to other reinsurers and to other insurers writing business through program managers, we do not separately evaluate each individual risk assumed and are, therefore, largely dependent upon the original underwriting decisions made by the ceding companies and program managers in accordance with agreed underwriting guidelines. However, we believe Arch s experience in portfolio risk selection and detailed monitoring of cedants and program managers provides us with a competitive advantage. We operate and monitor our lines of business through our underwriting operations. The table below provides the breakdown for our gross premiums written for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Amount % Amount % Amount % ($ in thousands) Casualty reinsurance $ 274,661 37.4 % $ 284,481 47.4 % $ 331,127 61.9 % Other specialty reinsurance 196,170 26.7 % 169,100 28.2 % 125,404 23.4 % Property catastrophe reinsurance 10,424 1.4 % 12,740 2.1 % 11,756 2.2 % Insurance programs and coinsurance 253,760 34.5 % 133,983 22.3 % 66,807 12.5 % Total $ 735,015 100.0 % $ 600,304 100.0 % $ 535,094 100.0 % Arch competes with us and will continue to underwrite business for its own distinct portfolios in accordance with its own policies, strategies and business plans. In sourcing insurance and reinsurance opportunities through its worldwide platform, Arch evaluates the perceived risk exposure pursuant to its proprietary underwriting methodology, and then models the required pricing based on both its and our underwriting criteria. In furtherance of our underwriting philosophy to pursue lines of business in which underwriting knowledge and expertise can drive attractive returns, our underwriting guidelines are based largely on Arch s own, leveraging the experience of Arch s underwriting professionals. Our underwriting guidelines differ from Arch s in several aspects, most notably in that our guidelines purposely limit catastrophe risk and our portfolio focus is on mid- to long-tail casualty and other lines of business with similar tenor, whereas Arch s target business mix includes more catastrophe exposure and a higher percentage of shorter-tail lines. In underwriting business on our behalf, Arch fundamentally employs the same qualitative and quantitative evaluation and selection criteria for our underwriting portfolio as it does for its own account and each potential contract is evaluated qualitatively and quantitatively for both Arch s portfolio and ours. For each opportunity that passes Arch s qualitative and quantitative screening, when performing the pricing evaluation of a contract on our behalf, Arch applies our investment return assumptions to determine our expected return on the allocated capital for each such business opportunity. The determination by Arch as to whether to offer only Arch capacity, only our capacity, or both as side-by-side capacity, depends on the result of the pricing analysis using differing investment assumptions for us and Arch, reflecting our differentiated investment strategies. The mid- to long-tail business on which we focus can benefit from a higher return on the premium float and thus, certain opportunities that meet our metrics may not meet those of insurers and reinsurers like Arch with a more traditional investment strategy. In underwriting operations, float arises when premiums are received before losses and other expenses are paid and is an interval that sometimes extends over many years. During that time, the insurer invests the premiums, earns interest income and may generate capital gains and losses. In order to provide solutions to its reinsurance brokers and potential insurance clients, Arch has a strategic incentive to place that business with us rather than simply declining to provide capacity to the broker or potential client in such circumstances. Other than with respect to renewals of business previously written by our underwriting subsidiaries, Arch is not required to allocate any particular business opportunities to us, but we believe that Arch has strong incentives to allocate attractive business to us, based on Arch s $100 million investment in our common shares, our contractual arrangements through which Arch earns premium-based fees and a profit commission for business written on our behalf, and as well as Arch s ability to offer potential clients additional solutions, thus gaining a strategic benefit in the competitive, syndicated reinsurance market in which it is often necessary to be on an expiring contract in order to have the opportunity to bid to provide capacity at the next annual renewal. The table below provides the fees and reimbursements we have incurred for Arch s services relating to our insurance and reinsurance operations for the years ended December 31, 2018, 2017 and 2016. Year Ended December 31, 2018 2017 2016 ($ in thousands) Fees and Reimbursements to Arch $ 39,944 $ 34,375 $ 28,840 Investments Our invested assets are funded with our capital, accumulated net underwriting float, reinvested net interest income, net capital gains and borrowings to purchase investments. These invested assets are allocated between our non-investment grade portfolio and our investment grade portfolio. As of December 31, 2018, our non-investment grade portfolio represented approximately 69% of our invested assets and our investment grade portfolio represented approximately 31% of our invested assets. Our investment operations are monitored by our Chief Risk Officer and the investment committee of our board of directors. The following chart shows the breakdown of our total investments among our non-investment grade portfolio and our investment grade portfolio as of December 31, 2018: Total: $2,738.4 million The following chart shows the breakdown of our investments by rating within our total investment portfolio as of December 31, 2018: Total: $2,738.4 million Investment grade ratings, such as BBB and above, indicate the applicable rating agency s view that the investment has a low risk of credit default and that the obligor has at least adequate capacity to meet its financial commitments on the obligation. Ratings below investment grade, such as BB , B and CCC, indicate the applicable rating agency s view that the investment is speculative, that the obligor is more vulnerable than investment grade-rated obligors, and that, in the event of adverse business, financial, or economic conditions, the obligor is less likely to have the capacity to meet its financial commitments on the obligation. Based on published criteria, a BB rating reflects the applicable rating agency s view that, while the obligation is less vulnerable to non-payment than other speculative issues, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor s inadequate capacity to meet its financial commitment on the obligation. A rating of B reflects the applicable rating agency s view that the obligor currently has the capacity to meet its financial commitment on the obligation, but adverse business, financial, or economic conditions will likely impair the obligor s capacity or willingness to meet its financial commitment on the obligation. A rating of CCC indicates the applicable rating agency s view that the obligation is currently vulnerable to non-payment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. A rating below CCC indicates the applicable rating agency s view that the obligation is currently highly vulnerable to non-payment. A portion of our investment portfolio consists of assets that do not have a rating from one of the major rating agencies. Just as is done in connection with a potential investment in a rated debt obligation, when offered the opportunity to invest our assets into an unrated obligation, HPS thoroughly evaluates the obligor and the potential investment and makes a determination as to the inherent risks and whether the terms provide an attractive risk-adjusted return. A debt issuer may choose to forgo obtaining a rating for a number of reasons, particularly if the debt issuer is doing a small privately placed transaction for which the ratings fees would be a burdensome expense or if the desired transaction date does not allow sufficient time for the completion of the rating process. It is also possible that a prospective issuer or the terms of the proposed obligation would not meet the rating agency requirements for the level of rating desired by the obligor company. When evaluating an insurer s financial strength and determining minimum capital requirements, rating agencies and applicable regulators typically assign capital charges to not only the underwriting portfolio but also to the different classes of investment assets held by that insurer, based on the perceived level of risk and volatility. Our non-investment grade assets are viewed as riskier than investment grade assets and thereby carry higher capital charges than those assigned to investment grade assets, and therefore we may be required to hold more capital than similarly-sized traditional insurers and reinsurers, and it is possible that, for certain atypical, non-investment grade assets, we might receive minimal or no regulatory capital credit. While our strategy involves a greater degree of investment risk than is typical for traditional insurers and reinsurers, in our overall enterprise risk management framework, such increased investment risk is balanced with the more predictable timing of claims payments inherent in our underwriting portfolio, especially in relation to the lesser amount of catastrophe exposure we assume, as compared with the amount of such catastrophe risk assumed by many of our insurance and reinsurance peers. Our having a mid- to long-tail underwriting portfolio reduces, but does not entirely eliminate, the risk of needing to sell investment assets into an inopportune market cycle in order to generate cash for claims payments. The following table shows the components of our net investment income (loss) on investments for the periods indicated: Year Ended December 31, 2018 2017 2016 ($ in thousands) Interest income $ 152,916 $ 125,463 $ 122,378 Investment management fees - related parties (17,006 ) (21,451 ) (16,563 ) Borrowing and miscellaneous other investment expenses (28,377 ) (17,489 ) (15,997 ) Net interest income 107,533 86,523 89,818 Realized and unrealized gain (loss) on investments (113,834 ) 1,120 80,643 Investment performance fees - related parties (48 ) (14,905 ) (24,065 ) Net investment income (loss) $ (6,349 ) $ 72,738 $ 146,396 Non-investment grade portfolio Our non-investment grade portfolio is comprised principally of corporate credit assets managed by HPS pursuant to separate investment management agreements with Watford Re, Watford Asset Trust I, or Watford Trust, and each of our insurance subsidiaries. Each such investment management agreement with HPS includes investment guidelines. Subject to these guidelines, HPS makes all investment decisions with respect to our non-investment grade portfolio on our behalf. Our non-investment grade investment strategy and guidelines are formulated to complement our target underwriting portfolio, and are designed to meet the projected payout characteristics of the medium- to long-tail, lower volatility underwriting portfolio we underwrite. Our non-investment grade investment strategy seeks to generate attractive risk-adjusted returns comprising current interest income, trading gains and capital appreciation, with an emphasis on capital preservation. To execute the non-investment grade component of our investment strategy, we mandated HPS with a strategy that (i) is designed to meet the projected payout characteristics of the medium- to long-term, lower-volatility underwriting portfolio we underwrite and (ii) seeks to achieve risk-adjusted returns that exceed those of typical reinsurer investment portfolios by focusing on non-investment grade assets, with the flexibility to invest a limited portion of this portfolio in less liquid assets. Specifically, we seek to achieve investment returns that exceed those returns achieved by our competitors from their fixed-income portfolios. We believe this strategy provides us with risk-adjusted returns that are both attractive and appropriate given our underwriting portfolio. HPS manages our non-investment grade corporate credit assets, including bank loans and high yield bonds, and may also invest in other instruments such as mezzanine debt, equities, credit default swaps, structured credit instruments and other derivative products. Pursuant to these investment guidelines, HPS is permitted to hedge the assets in our non-investment grade portfolio to reduce volatility and protect against systemic risks, as well as to enter into opportunistic short positions. Other than cash and cash equivalents, investment positions with a single issuer will comprise no more than 7.5% of the aggregate Long Market Value (defined as the value of the long investments of the portfolio of Watford Re or Watford Trust, valued using the methodologies set forth in Watford Re s or Watford Trust s investment management agreement with HPS, as applicable) of our non-investment grade portfolio. Positions established primarily for hedging purposes (including, without limitation, index positions) are not subject to this limit, and capital structure arbitrage positions in an issuer are deemed separate investments for the purposes of these limitations. In managing Watford Re s non-investment grade portfolio, HPS is permitted to utilize leverage in order to increase our investment capacity. Leverage may take a variety of forms, including borrowings to purchase additional assets, trading on margin, total return swaps and other derivatives and the use of inherently leveraged instruments. Depending upon the extent of the leverage utilized for our non-investment grade portfolio, the net value of our investment assets will increase or decrease at a greater rate than if leverage were not utilized. Subject to certain exceptions, leverage, expressed as the excess of the Long Market Value of the portfolio over the net asset value of the portfolio as a percentage of the net asset value of the portfolio, will generally not exceed 80%. HPS may also utilize other investment instruments for our non-investment grade portfolio, subject to our non-investment grade investment guidelines. Limited positions in equity securities are also permitted. Generally, any equity investments will be focused on either a value-oriented approach or a catalyst to a realization event, which include restructurings, lawsuits and regulatory changes, among other examples. Equity investments resulting in ownership exceeding 18.5% of the outstanding equity securities of an issuer, measured at the time of investment, will require our prior approval. It is not expected that any such equity investments will represent more than 10% of the Long Market Value, in the aggregate. The non-investment grade investment guidelines under Watford Trust s and our insurance subsidiaries respective investment management agreements with HPS also contain certain limitations relating to, among other things, the concentration of investments and utilization of leverage. For more information, see Certain relationships and related party transactions-Agreements with HPS-Investment management agreements. As of December 31, 2018, HPS was in compliance with all non-investment grade investment guidelines. In order to implement our non-investment grade investment strategy, HPS may also, from time to time and upon consultation with us, invest a portion of our non-investment grade portfolio in investment funds managed by HPS. While there is no codified limit on the portion of our non-investment grade portfolio that may be invested in funds managed by HPS, we only expect to invest additional assets from our non-investment grade portfolio in funds managed by HPS to the extent that HPS, in consultation with us, determines that such investment would provide economic, tax, regulatory or other benefits to us (for instance, such as allowing us to access a strategy that we would not have been able to efficiently access other than through investment in such a fund). To the extent that any such assets are invested directly or indirectly in funds managed by HPS, such assets invested in funds managed by HPS are part of our non-investment grade portfolio. We pay HPS performance and management fees on the assets in our non-investment grade portfolio. Such fees are calculated on the non-investment grade portfolio as a whole such that the assets, if any, invested in HPS-managed funds were to increase in value in a given period but the non-investment grade portfolio as a whole were to decrease during such period, we would not owe HPS a performance fee for such period. Similarly, if the assets, if any, invested in HPS-managed funds were to decrease in value in a given period but the non-investment grade portfolio as a whole were to increase during such period, we would owe HPS a performance fee for such period. We do not pay HPS any separate or additional fees with respect to any such assets invested in HPS-managed funds. As of December 31, 2018 and 2017, our non-investment grade portfolio held $49.8 million and $49.6 million, respectively, in an investment fund managed by HPS. As of December 31, 2016, our non-investment grade portfolio did not have any investments in funds managed by HPS. Our non-investment grade investment strategy is focused on generating current interest income and on realizing gains from buying assets that HPS perceives to be undervalued. In undertaking this strategy, based on the interest rate and/or credit spread environment as of any given quarter end, we may periodically be required to absorb mark-to-market movements in our asset valuation on our financial statements. Our model is designed to create relatively stable and predictable cash flows from both underwriting and interest income to meet insurance liabilities, which should allow us to avoid being forced to sell assets at inopportune times. Through this investment strategy of focusing on non-investment grade assets, we seek to achieve investment returns that exceed our competitors fixed-income portfolios. As of December 31, 2018, we had $1.9 billion invested with HPS in our non-investment grade portfolio, including non-investment grade assets acquired with borrowings. The following chart shows the composition of our non-investment grade portfolio as of December 31, 2018: Total: $1,882.6 million Since our inception in 2014, starting with our initial $1.13 billion capital raise, HPS has methodically deployed the assets that we have allocated to our non-investment grade portfolio as market opportunities arose. As a result, until our non-investment grade allocation of our initial capital and underwriting float was fully deployed by HPS, our historical investment income was not reflective of a fully invested non-investment grade portfolio. The following chart depicts the deployment of the portion of our assets allocated to this non-investment grade investment strategy, including a breakout of the amount of borrowings related to purchases of non-investment grade investments in this portfolio and the commensurate increase in net interest income during the period of higher asset deployment into our credit-focused strategy. In the chart below and throughout this registration statement, in connection with our non-investment grade portfolio, the term net non-investment grade assets are our total invested assets allocated to our non-investment grade investment strategy less borrowings to purchase such investments, and net interest income is interest income net of management fees paid to HPS and borrowing costs. The table below provides the compensation to HPS incurred for the years ended December 31, 2018, 2017 and 2016. Year Ended December 31, 2018 2017 2016 ($ in thousands) Investment management fees and performance fees to HPS $ 15,878 $ 35,732 $ 40,392 Investment grade portfolio In conducting our underwriting business, we maintain a portion of our assets in investment grade securities and cash. The size of our investment grade portfolio and the amount we hold in cash will vary over time based on the business we write. We hold a certain amount of investment grade securities and short-term investments, largely to satisfy regulatory requirements for our U.S. insurance subsidiaries or to post as collateral for certain of Watford Re s clients for commercial reasons or for them to obtain regulatory credit for the reinsurance they purchase. As of December 31, 2018, approximately 4.8% of our investment grade portfolio was held in our U.S. subsidiaries, 91.8% was posted as collateral and the remaining 3.4% were discretionary investments. As of December 31, 2018, we held $855.8 million invested in our investment grade portfolio, of which $669.8 million of investment grade assets were managed by AIM, with the remainder managed by other Investment Managers, including HPS. Each of AIM, HPS and our other Investment Managers manage its respective allocation of our investment grade portfolio pursuant to investment management agreements that each has entered into with Watford Re and each of our operating subsidiaries. Our investment grade portfolio generally holds corporate credits, government bonds and asset- and mortgage-backed securities. Subject to our investment guidelines for this portfolio, AIM, HPS and our other Investment Managers make all investment decisions with respect to this portion of our investment portfolio on our behalf. The table below provides the compensation to AIM incurred for the years ended December 31, 2018, 2017 and 2016. Year Ended December 31, 2018 2017 2016 ($ in thousands) Investment management fees to AIM $ 1,176 $ 624 $ 236 Competitive strengths Global insurance and reinsurance company We are a highly-rated global insurance and reinsurance company with a strong balance sheet and access to the key global insurance markets in Bermuda, Europe and the United States. We benefit from a multi-year, renewable strategic relationship with Arch, which sources opportunities and distributes our products through its global platform in accordance with our underwriting guidelines. The recent establishment of our U.S. and European insurance operations enables direct distribution of our products to our targeted clients, providing us with the flexibility to write on an insurance, reinsurance, or retrocessional basis depending upon the risk-adjusted pricing of particular markets. Our book of specialty P&C lines is diversified by both territory and line of business. We believe our prudently underwritten, diversified, global book of insurance and reinsurance business is a competitive advantage. Differentiated, balanced business model We operate a differentiated, innovative business model compared to traditional insurers and reinsurers. The innovation in our total return business model is the marriage of the income generation potential of higher-coupon, corporate credit fixed-income, fixed-maturity investments with the underwriting of primarily lower volatility, medium- to long-tail casualty business. Our model is designed to create relatively stable and predictable cash flows from both underwriting (net premium receipts) and investments (interest income and scheduled principal repayments) to meet our underwriting liabilities, which should allow us to avoid being forced to sell assets at inopportune times. Our dynamic, integrated approach to our underwriting and investments is reflected throughout our organization and enables us, through Arch and HPS, to be nimble and creative in evaluating risks on both sides of our balance sheet. We have engaged Arch and/or HPS, as applicable, to continuously evaluate underwriting and/or investment opportunities, as applicable, on our behalf, and, by leveraging their respective expertise and market access, we may increase or decrease our underwriting premium, adjust our mix of the underwriting portfolio, adjust investment leverage and/or adjust our mix of investment assets depending upon underwriting market conditions, credit market conditions or both. Our investment activities are complementary to our underwriting activities and provide us the ability to compete more effectively for insurance and reinsurance business. We believe this hybrid approach makes us better equipped than traditional insurance and reinsurance companies to navigate the insurance and reinsurance underwriting cycles that have historically been experienced by the industry. During hard phases of the insurance and/or reinsurance cycles, through our strategic relationship with Arch we have the ability to increase our business volume to capture higher rate levels in the market. An example of this dynamic is our increased writings of European motor insurance, as rates have hardened in recent years. Through our relationship with HPS we have the ability to generate higher returns from investment income even when the industry is experiencing soft phases of the insurance and/or reinsurance cycles, and this higher investment income enables us to be competitive in writing soft-cycle insurance and reinsurance business that might not otherwise meet our return thresholds. Additionally, we maintain the ability to generate higher investment income returns when the credit markets provide attractive opportunities. In the period since our inception, while the insurance and reinsurance markets have been in a general softening phase, the credit investment market experienced both a widening and then a tightening of credit spreads. During the latter half of 2015 credit investment spreads were viewed as providing an attractive risk-adjusted return profile, and as evidenced by the data in the chart above, entitled Deployment of Assets into Non-Investment Grade Investment Strategy we increased borrowings to purchase investment assets during this period, which generated increased net interest income. When credit spreads later tightened, assets were sold and the proceeds were used to repay borrowings from the credit facility. See Our operations-Investment strategy. In recognition of our hybrid, total return approach, Arch and HPS each share a portion of their management fees and performance fees related to services provided by Arch and HPS to Watford Re with the other pursuant to a fee sharing agreement. This fee sharing arrangement also provides a marginal alignment of interest benefit by encouraging and rewarding collaborative efforts by allowing both Arch and HPS to participate in the revenue generated by the components of our business that are managed by the other. We pay each of Arch and HPS the fees due under the respective services agreements, and the fee sharing agreement does not affect the total amount of fees that we pay; we do not monitor, and we are not made aware of, the actual sharing payments between Arch and HPS. With the exception of the right to consent to any proposed amendment, we have no rights under the fee sharing agreement. We view the fee sharing agreement as a positive factor that strengthens the commitment of each of Arch and HPS to ensuring the quality of the services each performs on our behalf and fosters a cooperative approach to working toward our overall success; however, we neither consider the fee sharing agreement to be central to our business model nor depend on the fee sharing agreement to balance any potential conflicts of interest. Our relationship with Arch We believe that our strategic relationship with Arch provides us with a meaningful competitive advantage in both access and expense for our reinsurance business and in launching our recently initiated insurance business. We believe that our ability to leverage Arch s risk-evaluation expertise, global reach, broad distribution network and industry stature provides us with attractive underwriting opportunities that many of our principal competitors do not have the resources or infrastructure to access. On our behalf, Arch monitors opportunities that provide attractive risk-adjusted returns with a particular focus on product lines in which Arch has experience and expertise, particularly any which may have previously experienced adverse results and are therefore beginning to benefit from an increase in premium rates. Similarly, Arch s underwriting acumen brings us value in determining product lines that due to market conditions are not providing adequate returns and for which writings should be reduced. For instance, because of the prolonged softening of the property catastrophe product line, we have purposely written less premium in that line versus what was originally planned. As a result of our relationship with Arch, we are able to distribute our products through Arch s worldwide platform on a variable cost basis, thus avoiding the fixed expense of maintaining our own global underwriting infrastructure. In addition to its $100 million equity investment in our company and its assumption of a minimum 15% share of exposures underwritten by us, Arch is aligned with us through the premium-based fees it receives and strategically through the ability to provide additional solutions to its clients. Strong balance sheet We have a strong balance sheet, unencumbered by many of the legacy exposures the industry assumed in the past, and we are committed to preserving our financial strength. In addition, we utilize low operating leverage and have limited catastrophe exposure. As of December 31, 2018, our total assets were $3.4 billion and our invested assets totaled $2.7 billion across our investment strategies. Our $1.1 billion total capitalization (which includes our preference shares) provides us with the flexibility to engage in attractive underwriting and investment opportunities while maintaining our financial strength. Variable cost structure For our underwriting operations, we are able to access Arch s worldwide underwriting platform, which allows us to operate on a predominantly premium-based, variable cost expense structure, incurring operational and underwriting expense only as premiums are written, thus avoiding the fixed expense of maintaining our own global underwriting staff and infrastructure. To date, this access has permitted us to achieve a lower expense ratio than most of our competitors. Our fixed costs are largely limited to supporting enterprise risk management and corporate management functions. This is a meaningful advantage versus other industry participants who face rising expense ratios as market cycles cause premium volumes to decline. This variable cost structure provides us flexibility in managing expenses, which is of particular benefit in the highly competitive, cyclical reinsurance markets in which we operate and for our recently formed insurance operations as we ramp up their premium writings. Further, to the extent Arch continues to develop and grow its platform and capabilities, we benefit through increased opportunities to write attractive business without adding to our fixed-cost expenses. Similarly, we have outsourced our investment management to HPS, AIM and other Investment Managers and we feel that the structure of the compensation we pay to these managers, comprising a variable, asset-based component in all cases, and for our non-investment grade portfolio an incentive-based fee for HPS, provides benefits to us both in terms of aligning interests and providing cost-effective access to the expertise required to execute our chosen investment strategy. Experienced management team Our senior management team has an average of over 25 years of experience in the insurance industry. Our senior management team is led by John Rathgeber, who has over 35 years of experience in the reinsurance industry as an underwriter, actuary, risk manager and senior executive. Mr. Rathgeber helped found ARC, Arch s U.S. reinsurance operations, where he served as the Chief Executive Officer from its inception in 2001 until the fall of 2009, at which point he assumed the role of Vice Chairman of Reinsurance for Arch, the position he retained until leaving Arch to join us in early 2014. In addition, our management team includes our Chief Operating Officer, Chief Financial Officer, and Chief Risk Officer. Our team has significant senior leadership and underwriting experience in the insurance and reinsurance industry, with vast expertise in operations, financial analysis and reporting, treasury, risk management and actuarial analysis. Our board of directors has deep insurance, reinsurance and financial services industry experience We have an experienced board of directors comprising accomplished industry veterans who collectively bring decades of experience from their prior roles operating and working in insurance, reinsurance and other financial services companies. Our board of directors currently consists of five independent directors, two directors appointed by Arch and our Chief Executive Officer. Strategy Execute a dynamic business model focused on total returns We are a total return-driven insurance and reinsurance company. We strive to deliver attractive long-term returns to our shareholders by writing a diversified underwriting portfolio through a proven, disciplined approach, augmented by an investment strategy comprising primarily non-investment grade fixed income corporate credit assets and designed to complement our target underwriting business mix. We feel that this combination enhances our opportunity to thoughtfully deploy our capital in the most effective manner and to produce attractive risk-adjusted returns across both sides of the balance sheet, thereby maximizing the total return for our shareholders. Build an insurance platform that supplements our reinsurance business In 2015, we expanded our platform to include P&C insurance business in the United States and European markets. The business we access at the insurance level generally has lower acquisition costs than similar business accessed at the reinsurance level, and provides other operating efficiencies. In addition, we expect that our insurance business will produce further diversification benefits resulting in lower volatility of our underwriting results. The table below shows the net insurance premiums written generated by our insurance business for the years ended December 31, 2018, 2017 and 2016. We intend to continue to grow our insurance business opportunistically by leveraging our strategic relationship with Arch. Year Ended December 31, 2018 2017 2016 ($ in thousands) Insurance programs and coinsurance - net premiums written $ 139,838 $ 103,213 $ 55,909 Capitalize on the expertise and infrastructure of Arch, our exclusive underwriting manager We have partnered with Arch to source and manage our underwriting portfolio in accordance with our underwriting guidelines. We believe this relationship will enable us to execute our chosen, casualty-focused underwriting strategy based on Arch s expertise in our target lines of business. This arrangement provides us with access to Arch s global underwriting infrastructure and distribution platform, and has allowed us to quickly build a global portfolio of diversified insurance and reinsurance risks. Pursue an investment approach that complements our underwriting strategy Our investment strategy seeks to generate attractive risk-adjusted returns comprising interest income, trading gains and capital appreciation with an emphasis on capital preservation. This investment strategy complements our underwriting portfolio, which predominantly targets medium- to long-tail casualty business. Our non-investment grade portfolio, which is managed by HPS, consists of high yielding corporate credit assets. Our goal in pursuing this strategy is to generate superior investment returns, as compared with investment returns achieved by our peers, through disciplined and prudent credit risk analysis and proper pricing for the risk assumed. We seek to achieve risk-adjusted returns that exceed those of typical reinsurer investment portfolios while also producing stable cash flows from scheduled interest payments. Our lower volatility, casualty-focused underwriting portfolio should have predictability in terms of the timing of payments to insurance claimants, thereby mitigating the risk of having to sell assets during times of temporary investment market stresses. Maintain a robust risk management program We have a strong risk management function, overseen by our Chief Risk Officer. We benefit from our ability to leverage the risk management infrastructures in place within each of Arch and HPS. We regularly receive relevant exposure and modeling information from Arch and HPS. On that data we overlay our proprietary analytics, tailored risk appetites and controls for an integrated approach to monitoring and reviewing our exposures. We maintain active oversight of our underwriting and investment management service providers at both the management and board level. Conservative approach to underwriting risk We have designed our underwriting and investment strategies toward the goal of maintaining our balance sheet strength on a long-term basis through varying phases of market cycles. We target a medium-to long-term, lower volatility underwriting portfolio with tightly managed natural catastrophe exposure. We seek to limit our modeled net probable maximum loss, or PML for property catastrophe exposures for each peak peril and peak zone from a 1-in-250 year occurrence to no more than 10% of the value of our total shareholders' equity plus our contingently redeemable preference shares, or our total capital, which is less than most of our principal reinsurance competitors. As of December 31, 2018, this modeled net PML was 2.4% of our total capital. Our conscious effort to limit our catastrophe exposure lowers the volatility of our overall underwriting portfolio and provides greater certainty as to future claims-related payout patterns and timing. Our casualty-focused underwriting portfolio s payout pattern is slower than that of most of our competitors due to the longer tail lines of business we write, and that slower payout pattern provides us with the potential for greater investment income on those premiums, thereby providing us an underwriting modeling advantage when competing for those target lines of business. We have a robust process for setting loss reserves, leveraging the established processes and procedures employed by Arch, making our own analyses and judgments, and through periodic reviews by external actuarial firms. We also regularly monitor our investment portfolios, including performance of the underlying credits, overall liquidity and how well that liquidity matches with the projected claims payments related to our underwriting portfolio. Being prudent stewards of our balance sheet allows us to maintain the confidence of all of our constituents and thereby to position ourselves to better achieve our goals. Implications of being an emerging growth company As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company: we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; we are permitted to provide less extensive disclosure about our executive compensation arrangements; and we are not required to give our shareholders non-binding advisory votes on executive compensation or approval of golden parachute arrangements. We may take advantage of these provisions for up to the last day of our fiscal year following the fifth anniversary of the effective date of the registration statement of which this prospectus forms a part or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) December 31 of the fiscal year that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.07 billion in non-convertible debt during the preceding three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information prospective investors receive from our competitors that are public companies, or other public companies in which prospective investors have made an investment. Corporate information We are incorporated in Bermuda and our corporate offices are located at Waterloo House, 1st Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda. Our website is http://www.watfordre.com. Information included or referred to on, or otherwise accessible through, our website or any other website is not intended to form a part of or to be incorporated by reference into this prospectus. Our challenges and risks Investing in our common shares involves substantial risk. The risks described under the heading Risk factors following this summary may cause us to not realize the benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant risks include: Investors may be unable to sell their common shares at or above the price they bought them for due to (i) our listing not having the same safeguards as an underwritten initial public offering, which may result in the public price of our common shares being volatile and declining significantly upon listing, or (ii) the failure of an active, liquid, and orderly market for our common shares to develop or be sustained. We operate in a highly competitive environment and we may not be able to compete successfully in our industry. We began operations in March 2014 and, therefore, only limited historical information is available for investors to evaluate our performance or a potential investment in our shares. The failure of any of the loss limitation methods we employ could have a material adverse effect on our financial condition or results of operations. We depend heavily on the performance of Arch, HPS and other third-party service providers under their respective agreements. In particular, we rely on Arch for services critical to our underwriting business, and we depend upon HPS to manage the investments of the funds in our non-investment grade portfolio. Our business is dependent upon insurance and reinsurance brokers, intermediaries and program administrators and the loss of these important relationships could materially adversely affect our ability to market our products and services. We may not be able to write as much premium as expected on business with the desired level of targeted profitability. A downgrade or withdrawal of our financial strength rating by insurance rating agencies could adversely affect the volume and quality of business presented to us and could negatively impact our relationships with clients and the sales of our products. If we are unsuccessful in managing our underwriting operations and investments in relation to each other, our ability to conduct our business could be significantly and negatively affected. A single or series of insurable events could result in simultaneous, correlated and substantial losses from underwriting operations and investment losses, which would adversely affect our financial condition and results of operations. Our liquidity position is affected by our underwriting, investment and internal operations, and adverse developments in any of these inputs could have a significantly negative impact on our business and liquidity. Arch may take actions in the future that cause its and our interests to be less aligned, including by reducing its quota share participation or disposing of our shares. Our business is subject to extensive governmental regulation, and failure to comply with applicable requirements could adversely affect us. U.S. Holders may be subject to certain adverse tax consequences based on the application of rules regarding passive foreign investment companies, or PFICs, or if we or any of our non-U.S. subsidiaries is treated as a controlled foreign corporation, or a CFC. The share voting limitations that are contained in our bye-laws may result in our shareholders having fewer voting rights than a shareholder would otherwise have been entitled to, based upon such shareholder s economic interest in our company.

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. To understand this Offering fully, you should read the entire prospectus carefully, including the "Risk Factors" section, the consolidated financial statements and the notes to the consolidated financial statements. Unless the context otherwise requires, references contained in this prospectus to "we," "us," "our" or similar terminology refers to Accelerated Pharma, Inc., a Delaware corporation. Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented on a pro-forma basis to reflect a forward stock split of the outstanding shares of our Common Stock at a ratio of 4.9-for-1 shares effected on December 1, 2016. Overview We are a clinical stage biopharmaceutical company focused on utilizing our genomic technology to (i) enhance the development of pharmaceutical products, (ii) prospectively identify patients that may respond to such pharmaceutical products and (iii) commercialize such pharmaceutical products for sale in various markets. Our first product candidate is Picoplatin, a new generation platinum-based cancer therapy that has the potential for use in different formulations, as a single agent or in combination with other anti-cancer agents, to treat multiple cancer indications. We hold and are the exclusive, worldwide licensee of patented and proprietary technology related to Picoplatin. We will initially use our genomic technology to identify suitable patients prospectively for our anticipated Picoplatin clinical trials described below in hope of obtaining regulatory approval for Picoplatin and commercializing the therapy. We believe that our genomic program will allow us to identify numerous drug candidates that can become more effective and ultimately create a targeted, genomics-driven approach for cancer treatment by selecting patients who will respond to therapy in advance of administering such therapy. Approximately one-half of all patients who receive anticancer chemotherapy are treated with a platinum drug (Johnstone TC, Park GY, Lippard SJ. Understanding and Improving Platinum Anticancer Drugs – Phenanthriplatin. Anticancer research. 2014;34(1):471-476.) In many cases, these treatments succeed in treating tumors. However, platinum therapies suffer from two major shortcomings. First, they often cause serious side effects. Second, and even worse, recipients often do not respond to these treatments, resulting in the loss of critical time for alternative therapies. Therefore, while platinum drugs are widely used in the treatment of cancer, improvements are needed. We believe that our strategy to integrate a new platinum molecule (Picoplatin) with improved properties into pre-existing pharmaceutical products can improve the success rates of such products. Separately, and even more importantly, we expect that our technology will allow us to identify prospectively patients that will be more likely to respond positively to the treatment. We believe these factors make Picoplatin an attractive compound for other pharmaceutical companies to partner with us for the commercialization of Picoplatin upon or prior to the completion of our anticipated clinical trials and/or U.S. Food and Drug Administration (or FDA) approval, particularly considering the platinum-based drug market which has been genericized due to the lack of recent developments and innovation. Although chemotherapy has been an available treatment for cancer for decades, there have been many new drug therapies, such as immunotherapy, that have shown promise and have been the focus of much of the recent attention in the cancer treatment sector. While we believe that these new therapies have significant potential in the battle to combat cancer, recent examples have demonstrated the continuing importance of chemotherapy and its critical role as a standard of care in treating cancer. For example, Celgene Corporation s Abraxane sales were approximately $967 million in 2015. after receiving FDA approval in 2012, and Oxaliplatin, the last branded platinum-based chemotherapy drug, generated over $1 billion of sales as late as 2012, which is the last year this drug was under patent protection. Additionally, in 2015, the FDA approved four new chemotherapeutic drugs, and recently, in July 2016, Jazz Pharmaceuticals acquired Celator Pharmaceuticals for $1.5 billion. Celator s lead product candidate is Vyxeos, a Phase III chemotherapy compound targeting acute myeloid leukemia. Our goal is to establish Picoplatin as a significant entrant into the chemotherapy marketplace. CALCULATION OF REGISTRATION FEE Title of Class of Security being registered Amount to be Registered Proposed Offering Price per Unit share(2)(3) Proposed Maximum Aggregate Offering Price(1)(2)(3) Amount of Registration Fee Units, each consisting of one share of Common Stock, $0.00001 par value and one Class A Warrant entitling the holder to purchase one additional share of Common Stock 750,000 $4.00 $3,000,000 $363.60 Shares of Common Stock, $0.00001 par value, included as part of the Units 750,000 $— — —(3) Shares of Common Stock, $0.00001 par value, underlying the Warrants included as part of the Units 750,000 $ — $— $—(4) Total $3,000,000 $363.60 (1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 of the Securities Act. (2) Offering price has been arbitrarily determined by the Board of Directors. (3)

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+PROSPECTUS SUMMARY
+ 
+This summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire offering carefully, especially the sections entitled "Risk Factors" beginning on page 6 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 30, as well our financial statements and related notes included elsewhere in this prospectus.
+ 
+As used in this prospectus, references to "the Company," "BRLL", "we", "our," "ours" and "us" refer to Barrel Energy, Inc., and its subsidiaries, unless otherwise indicated.
+ 
+Company Overview
+ 
+BARREL ENERGY INC. is a Nevada corporation, incorporated January 17, 2014, which has engaged historically in the oil and gas sector of the energy industry through its ownership of 2560 acres of oil & gas leases known as the Bison Property in Alberta, Canada. The Company has realized no revenues from its oil and gas activities. Barrel Energy, Inc. is referred to as the Company or Barrel. 
+ 
+On May 14, 2019, Barrel entered into a Lease with Crocker Acana, LLC of 602 acres of land in Tehama County, California. The Company s intent is to farm the land to grow hemp. This will require a permit from the Tehama County government, which permit has been applied for but not yet obtained. The Lease is for a term of ten calendar years. The rent is $1,000 per acre, totaling $602,000 per year, payable monthly. However, in the first lease year payment is due $200,000 on September 30th 2019. A second payment of $200,000 is due by January 30, 2020. The final payment of $202,000 is due on or before March 31, 2020.
+ 
+The Land is located in an agricultural area approximately 5 miles west of the town of Cornell, California. The property is owned by Crocker Acana, LLC.
+ 
+Barrel intends to grow industrial hemp and produce and distribute hemp-based, CBD wellness products. Through a vertically integrated business model, the Company intends to improve customers lives and meet their demands for stringent product quality, efficacy and consistency. 
+ 
+The Company does not intend to produce or sell medicinal or recreational marijuana or products derived therefrom. 
+ 
+The Company s primary products will be made from whole-plant hemp extracts containing a broad spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other minor but valuable hemp compounds. The Company believes the presence of these various compounds will work synergistically to heighten the effects of the products, making them superior to single-compound CBD isolates. Hemp extracts are produced from Industrial Hemp, which is defined as Cannabis with less than 0.3% THC. THC causes psychoactive effects when consumed and is typically associated with marijuana (i.e. Cannabis with high-THC content). The Company does not intend to produce or sell medicinal or recreational marijuana or products derived from high-THC Cannabis/marijuana plants. Industrial Hemp products have no psychoactive effects. The Company s intended product categories may include tinctures (liquid product), capsules and topical products. Planned product categories may include powdered supplements, single-use, beverage, sport, professional (dedicated health care practitioner products) and new delivery methods. The Company s products are intended to be distributed through an e-commerce website, select wholesalers and a variety of brick and mortar retailers. The Company intends to grow its hemp on the Tehama County, California property.
+ 
+ 
+5
+
+ 
+Table of Contents
+
+ 
+The Company has not earned any revenues to date and we do not anticipate earning revenues until such time as we have planted and harvested our first crop of hemp. 
+ 
+The Company maintains offices at 8275 S Eastern Ave, Suite 200, Las Vegas, Nevada 89123.
+ 
+Implications of Being an Emerging Growth Company
+We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
+ 
+ 
+ being permitted to present two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;
+ 
+ 
+ 
+ 
+ reduced disclosure about our executive compensation arrangements;
+ 
+ 
+ 
+ 
+ exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and
+ 
+ 
+ 
+ 
+ exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
+
+ 
+We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
+ 
+Where You Can Find Us
+ 
+The company website is www.barrelhemp.com. The contents of this website are not incorporated into this prospectus 
+ 
+About This Offering 
+ 
+This prospectus covers the resale of 9,250,000 shares of common stock by the selling stockholder named herein.
+ 
+RISK FACTORS
+ 
+An investment in the Company's common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. Our business, operating results and financial condition could be harmed and the value of our stock could go down as a result of these risks. This means you could lose all or a part of your investment. 
+ 
+ 
+6
+
+ 
+Table of Contents
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+ 
+Risks Related to Our Business and Industry
+ 
+Industry Competition 
+ 
+The markets for businesses in the CBD and hemp extracts industries are competitive and evolving. In particular, the Company will face strong competition from both existing and emerging companies that offer similar products to the Company. Some of the Company s current and potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases. Given the rapid changes affecting the global, national and regional economies generally and the CBD industry, in particular, the Company may not be able to create and maintain a competitive advantage in the marketplace. The Company s success will depend on its ability to keep pace with any changes in such markets, especially in light of legal and regulatory changes. The Company s success will depend on its ability to respond to, among other things, changes in the economy, market conditions and competitive pressures. Any failure to anticipate or respond adequately to such changes could have a material adverse effect on the Company s financial condition, operating results, liquidity, cash flow and operational performance. 
+ 
+Product Viability 
+ 
+If the products the Company intends to sell do not have the physiological effects intended, the business may suffer. In general, the Company s products will contain CBD which is classified in the United States as controlled substance. The Company s products may contain innovative ingredients or combinations of ingredients. There is little long-term experience with human or other animal consumption of certain of these ingredients or combinations thereof in concentrated form. The Company s products could have certain side effects if not taken as directed or if taken by a consumer that has certain medical conditions. Furthermore, there can be no assurance that any of the products, even when used as directed, will have the effects intended or will not have harmful side effects. 
+ 
+Agricultural Operations Risk 
+ 
+The Company s business will be dependent on the outdoor growth and production of industrial hemp, an agricultural product. As such, the risks inherent in engaging in agricultural businesses apply to the Company. Potential risks include the risk that crops may become diseased or victim to insects or other pests and contamination, or subject to extreme weather conditions such as excess rainfall, hail, freezing temperature or drought, all of which could result in low crop yields, decreased availability of industrial hemp and higher acquisition prices. There can be no guarantee that an agricultural event will not adversely affect the business and operating results. 
+ 
+Success of Quality Control Systems 
+ 
+The quality and safety of the Company s products will be critical to the success of the business and operations. As such, it is imperative that the Company s service providers quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although the Company strives to ensure that all of its service providers have implemented and adhere to high caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on our business and operating results. 
+ 
+Domestic Supply Risk 
+ 
+The Company intends to use only hemp products with full compliance under federal and state regulations to be sold across the United States, and on a limited basis Internationally. The regulation of third-party suppliers may have a significant impact upon the business. Any enforcement activity or any additional uncertainties which may arise in the future, could cause substantial interruption or cessation of the business, including adverse impacts to the Company s supply chain and distribution channels, and other civil and/or criminal penalties at the federal level. 
+ 
+Weather Patterns 
+ 
+The Company s business can be affected by unusual weather patterns. The production of some of the Company s intended products will rely on the availability and use of live plant material, which will be grown in California. Growing periods can be impacted by weather patterns and these unpredictable weather patterns may impact the Company s ability to harvest its industrial hemp and produce products. In addition, severe weather, including drought, hail and freezing temperatures, can destroy a crop, which could result in limited quantities of hemp to process. If the Company is unable to harvest its hemp plants through its proprietary operations or contract farming arrangements, the ability to meet customer demand, generate sales and maintain operations could be impacted. 
+ 
+ 
+7
+
+ 
+Table of Contents
+
+ 
+Reliance on Third-Party Suppliers and Service Providers 
+ 
+The Company intends to maintain a full supply chain for the material portions of the production process of its products. Despite maintaining full federal compliance and legality, the Company s suppliers and service providers may elect, at any time, to cease to engage in supply or service agreements in respect of the Company s products. Loss of suppliers or service providers could have a material adverse effect on the business and operational results. Product Recalls Product manufacturers and distributors are sometimes required to recall or initiate returns of their products for various reasons, including product defects such as contaminations, unintended harmful side effects or interactions with other products, packaging safety and inadequate or inaccurate labeling disclosure. If any of the Company s products are recalled, it could incur unexpected expense relating to the recall and any legal proceedings that might arise in connection with the recall. The Company may lose significant revenue due to loss of sales and may not be able to compensate for or replace that revenue. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory actions or lawsuits. A recall of products could lead to adverse publicity, decreased demand for the Company s products and could have a material adverse effect on the results of operations and financial condition. 
+ 
+Product Liability 
+ 
+The Company s products will be produced for sale directly to end consumers, and therefore there is an inherent risk of exposure to product liability claims, regulatory action and litigation if the products are alleged to have caused loss or injury. In addition, the manufacture and sale of the Company s products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of the Company s products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company s reputation, and could have a material adverse effect on the business and operational results. 
+ 
+Effectiveness and Efficiency of Advertising and Promotional Expenditures 
+ 
+The Company s future growth and profitability will depend on the effectiveness and efficiency of advertising and promotional expenditures, including the Company s ability to (i) create greater awareness of its products; (ii) determine the appropriate creative message and media mix for future advertising expenditures; and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that advertising and promotional expenditures will result in revenues in the future or will generate awareness of the Company s technologies, products or services. In addition, no assurance can be given that the Company will be able to manage its advertising and promotional expenditures on a cost-effective basis. 
+ 
+Creating and Promoting Brands 
+ 
+Management believes that creating, maintaining and promoting the Company s future brands will critical to expanding its customer base. Maintaining and promoting the brands will depend largely on the Company s ability to continue to provide quality, reliable and innovative products, which we may not be successful. The Company may introduce new products that customers do not like, which may negatively affect the brands and reputation. Maintaining and enhancing the Company s brands may require substantial investments, and these investments may not achieve the desired goals. If the Company fails to successfully promote and maintain its brand or if there are excessive expenses in this effort, the business and financial results from operations could be materially adversely affected.
+ 
+ 
+8
+
+ 
+Table of Contents
+
+ 
+Changing Consumer Preferences 
+ 
+As a result of changing consumer preferences, many nutraceutical and other innovative products attain financial success for a limited period of time. Even if the Company s intended products find retail success, there can be no assurance that any of the products will continue to see extended financial success. The Company s success will be dependent upon its ability to develop new and improved product lines. Even if the Company is successful in introducing new products or further developing current products, a failure to continue to update them with compelling content could cause a decline in the products popularity that could reduce revenues and harm the business, operating results and financial condition. Failure to introduce new features and product lines and to achieve and sustain market acceptance could result in the Company being unable to meet consumer preferences and generate revenue, which could have a material adverse effect on profitability and financial results from operations. 
+ 
+Product Returns 
+ 
+Product returns are a customary part of any consumer business. Products may be returned for various reasons, including expiration dates or lack of sufficient sales volume. Any increase in product returns could reduce the results of operations. 
+ 
+Obtaining Insurance 
+ 
+Due to the Company s involvement in the industrial hemp industry, it may have a difficult time obtaining the various insurances that are desired to operate the business, which may expose the Company to additional risk and financial liability. Insurance that is otherwise readily available, such as general liability, and directors and officer s insurance, may be more difficult to find, and more expensive because of the regulatory regime applicable to the industry. There are no guarantees that the Company will be able to find such insurances in the future, or that the cost will be affordable. If the Company is forced to go without such insurances, it may prevent it from entering into certain business sectors, may inhibit growth, and may expose the Company to additional risk and financial liabilities. 
+ 
+The Company s planned business will be heavily dependent upon its intangible property and technology. 
+ 
+The Company rwill rely upon copyrights, trade secrets, unpatented proprietary know-how and continuing innovation to protect the intangible property, technology and information that is considered important to the development of the business. The Company will rely on various methods to protect its proprietary rights, including confidentiality agreements with consultants, service providers and management that contain terms and conditions prohibiting unauthorized use and disclosure of confidential information. However, despite efforts to protect intangible property rights, unauthorized parties may attempt to copy or replicate intangible property, technology or processes. There can be no assurances that the steps taken by the Company to protect its intangible property, technology and information will be adequate to prevent misappropriation or independent third-party development of the Company s intangible property, technology or processes. It is likely that other companies can duplicate a production process similar to the Company s. Other companies may also be able to materially duplicate the Company s proprietary plant strains. To the extent that any of the above would occur, revenue could be negatively affected, and in the future, the Company may have to litigate to enforce its intangible property rights, which could result in substantial costs and divert management s attention and other resources. 
+ 
+Intellectual Property Claims 
+ 
+Companies in the retail and wholesale consumer packaged goods industries frequently own trademarks and trade secrets and often enter into litigation based on allegations of infringement or other violations of intangible property rights. The Company may be subject to intangible property rights claims in the future and its products may not be able to withstand any third-party claims or rights against their use. Any intangible property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent the Company from offering its products to others and may require that the Company procure substitute products or services for these members. With respect to any intangible property rights claim, the Company may have to pay damages or stop using intangible property found to be in violation of a third-party s rights. The Company may have to seek a license for the intangible property, which may not be available on reasonable terms and may significantly increase operating expenses. The technology also may not be available for license at all. As a result, the Company may also be required to pursue alternative options, which could require significant effort and expense. If the Company cannot license or obtain an alternative for the infringing aspects of its business, it may be forced to limit product offerings and may be unable to compete effectively. Any of these results could harm the Company s brand and prevent it from generating sufficient revenue or achieving profitability. Trade Secrets may be Difficult to Protect 
+ 
+ 
+9
+
+ 
+Table of Contents
+
+ 
+The Company s success will depend upon the skills, knowledge and experience of its scientific and technical personnel, consultants and advisors, as well as contractors.
+ 
+Because the Company will operate in a highly competitive industry, it will rely in part on trade secrets to protect its proprietary products and processes. However, trade secrets are difficult to protect. The Company intends to enter into confidentiality or non-disclosure agreements with its corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third-parties confidential information developed by the receiving party or made known to the receiving party by the Company during the course of the receiving party s relationship with the Company. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the Company will be its exclusive property, and the Company enters into assignment agreements to perfect its rights. These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to the Company. The Company s trade secrets also could be independently discovered by competitors, in which case the Company would not be able to prevent the use of such trade secrets by its competitors. The enforcement of a claim alleging that a party illegally obtained and was using the Company s trade secrets could be difficult, expensive and time consuming and the outcome could be unpredictable. The failure to obtain or maintain meaningful trade secret protection could adversely affect the Company s competitive position. 
+ 
+Risks related to the regulatory environment.
+ 
+We are subject to the risk of potential changes to state laws pertaining to industrial hemp.
+ 
+As of the date hereof, approximately forty states authorized industrial hemp programs pursuant to the Farm Bill. Continued development of the industrial hemp industry will be dependent upon new legislative authorization of industrial hemp at the state level, and further amendment or supplementation of legislation at the federal level. Any number of events or occurrences could slow or halt progress all together in this space. While progress within the industrial hemp industry is currently encouraging, growth is not assured. While there appears to be ample public support for favorable legislative action, numerous factors may impact or negatively affect the legislative process(es) within the various states where the Company has business interests. Any one of these factors could slow or halt use of 25 industrial hemp, which could negatively impact the business up to possibly causing the Company to discontinue operations as a whole. 
+ 
+Costs Associated with Numerous Laws and Regulations
+ 
+The manufacture, labeling and distribution of the Company products will be regulated by various federal, state and local agencies. These governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of the Company s product claims or the ability to sell products in the future. The FDA may regulate the Company s products to ensure that the products are not adulterated or misbranded. The Company is subject to regulation by the federal government and other state and local agencies as a result of its CBD products. The shifting compliance environment and the need to build and maintain robust systems to comply with different compliance in multiple jurisdictions increases the possibility that the Company may violate one or more of the requirements. If the Company s operations are found to be in violation of any of such laws or any other governmental regulations that apply to the Company, it may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of the Company s operations, any of which could adversely affect the ability to operate the Company s business and its financial results. Failure to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. The Company s advertising will be subject to regulation by the Federal Trade Commission ( FTC ) under the Federal Trade Commission Act. In recent years, the FTC has initiated numerous investigations of dietary and nutrition supplement products and companies. Additionally, some states also permit advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class-action certifications, seek class-wide damages and product recalls of products sold by the Company. Any actions against the Company by governmental authorities or private litigants could have a material adverse effect on the Company s business, financial condition and results of operations. 
+ 
+ 
+10
+
+ 
+Table of Contents
+
+ 
+We are subject to uncertainty caused by potential changes in legal regulations. 
+ 
+There is substantial uncertainty and different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses as to the importation of derivatives from exempted portions of the cannabis plant and the scope of operation of Farm Bill-compliant hemp programs relative to the Controlled Substances Act (CSA), the Farm Bill and the emerging regulation of cannabinoids. These different opinions include, but are not limited to, the regulation of cannabinoids by the DEA and/or the FDA and the extent to which manufacturers of products containing imported raw materials and/or Farm Bill-compliant cultivators and processors may engage in interstate commerce. The uncertainties cannot be resolved without further federal, and perhaps even state-level, legislation, regulation or a definitive judicial interpretation of existing legislation and rules. If these uncertainties continue, such may have an adverse effect upon the introduction of the Company s products in different markets. Regulatory Approval and Permits The Company may be required to obtain and maintain certain permits, licenses and approvals in the jurisdictions where its products are licensed, although the Company does 26 not currently anticipate that such approvals will be necessary. There can be no assurance that the Company will be able to obtain or maintain any necessary licenses, permits or approvals, and in particular, should the Drug Enforcement Administration (DEA) succeed in the pending litigation on the Final Rule, suppliers of CBD hemp products could be required to obtain a CSA permit, which would likely not be a feasible option for retail products. Any material delay or inability to receive these items is likely to delay and/or inhibit the Company s ability to conduct its business, and could have an adverse effect on the business, financial condition and results of operations.
+ 
+Other Corporate Risks
+ 
+We have an unproven business model and a limited operating history upon which an evaluation of our prospects can be made.
+ 
+Our future operations are contingent upon generating revenues and raising capital for operations. Because we have a limited operating history, it is difficult to evaluate our business and future prospects and there are substantial risks, uncertainties, expenses and difficulties that we are subject to. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due. Investors must consider the risks and difficulties frequently encountered by early stage companies. We cannot be certain that our business strategy will be successful or that we will successfully address the risks we face. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.
+ 
+We have a history of losses and can provide no assurance of our future operating results.
+ 
+We have not yet begun to generate revenues. For the three months ended March 31, 2019, we incurred a net loss of $61,719. For the years ended September 30, 2018 and September 30, 2017, we incurred net losses of $176,033 and $71,105. As of March 31, 2019, we had an aggregate accumulated deficit of $923,866.
+ 
+Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.
+ 
+Our audited financial statements for the years ended September 30, 2018 and 2017, include an explanatory paragraph that such financial statements were prepared assuming that we would continue as a going concern. As discussed in Note 3 to the financial statements for the years ended September 30, 2018 and, 2017 , included with this prospectus, because of our lack of revenue and capital deficiency there is substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to continue as a going concern, shareholders may lose their entire investments.
+ 
+ 
+11
+
+ 
+Table of Contents
+
+ 
+We will need to raise additional capital to fund our business.
+ 
+We will need to raise additional capital to fund our operations and capital expenditures, as we have not yet generated revenues. Such additional funding may not be available on terms acceptable to the Company, or at all. Any additional equity financing we raise may involve substantial dilution to the existing shareholders.
+ 
+We expect to depend on the stability and availability of our information technology systems.
+ 
+We expect to rely on information technology in all aspects of our business. A significant disruption or failure of our information technology systems could result in service interruptions, revenue collection disruptions, safety failures, security violations, regulatory compliance failures and the inability to protect corporate information assets against intruders or other operational difficulties. Although we anticipate taking steps to mitigate these risks, a significant disruption could adversely affect our results of operations, financial condition or liquidity. Additionally, if we are unable to acquire or implement new technology, we may suffer a competitive disadvantage, which could also have an adverse effect on our results of operations, financial condition or liquidity.
+ 
+We will need to increase the size of our organization and may experience difficulties in managing growth.
+ 
+We are a small company with a minimal number of employees. With the start of our planned principal activities, we expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively.
+ 
+The loss of any of our executive officers, directors or key personnel would likely have an adverse effect on our business.
+ 
+Our future success will depend to a significant extent on the continued services of our senior management and other key personnel, particularly Harpreet Sangha and Craig Alford. The loss of the services of Mr. Sangha, Mr. Alford or other key employees or directors would also likely have an adverse effect on our operations.
+ 
+General Economic Risks
+ 
+Acts of terrorism or war, as well as the threat of war, may cause significant disruptions in our business operations.
+ 
+Terrorist attacks and any government response to those types of attacks and war or risk of war may adversely affect our results of operations, financial condition or liquidity. Our mining properties could be direct targets or indirect casualties of an act or acts of terror, which could cause significant business interruption and result in increased costs and liabilities and decreased revenues, which could have an adverse effect on operating results and financial condition. Such effects could be magnified if releases of hazardous materials are involved. Any act of terror, retaliatory strike, sustained military campaign or war or risk of war may have an adverse impact on our operating results and financial condition by causing unpredictable operating or financial conditions, loss of critical customers or partners, volatility or sustained increase of fuel prices, fuel shortages, general economic decline and instability or weakness of financial markets. In addition, in the event that we obtain insurance in the future, insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically, the coverage available may not adequately compensate us for certain types of incidents and certain coverage may not be available to us in the future.
+ 
+Fuel supply availability and fuel prices may adversely affect our results of operations, financial condition or liquidity.
+ 
+Fuel supply availability could be impacted as a result of limitations in refining capacity, disruptions to the supply chain, rising global demand and international political and economic factors. A significant reduction in fuel availability could increase fuel costs resulting in reduced margins. Each of these factors could have an adverse effect on our operating results, financial condition or liquidity. If the price of fuel increases substantially, we may be able to offset a significant portion of these higher fuel costs through a fuel surcharge program or increase in ticket prices, which may result in loss of customers.
+ 
+ 
+12
+
+ 
+Table of Contents
+
+ 
+Downturns in the economy could adversely affect demand for our future services.
+ 
+Significant, extended negative changes in domestic and global economic conditions that impact future customers transported by us and may have an adverse effect on our operating results, financial condition or liquidity. Declines in economic growth and the United States travel industry all could result in reduced revenues.
+ 
+Negative changes in general economic conditions could lead to disruptions in the credit markets, increase credit risks and could adversely affect our financial condition or liquidity.
+ 
+Challenging economic conditions may not only affect future revenues due to reduced demand for many goods and services but could result in payment delays and increased credit risk. Mines are capital-intensive and we may need to finance a portion of the building and maintenance of infrastructure as well as mining equipment. Economic slowdowns and related credit market disruptions may adversely affect our cost structure, our timely access to capital to meet financing needs and costs of its financings.
+ 
+Risks Related to Our Common Stock
+ 
+A large percentage of our stock is owned by relatively few people, including officers and directors.
+ 
+As of May 24, 2019, our officers and directors beneficially owned approximately 62% of our outstanding common stock. If you purchase shares, you may be subject to certain risks due to the concentrated ownership of our common stock. For example, these stockholders could, if they were to act together, affect the outcome of stockholder votes, which could, among other things, affect elections of directors, delay or prevent a change in control or other transaction that might be beneficial to you as a stockholder.
+ 
+We have not paid dividends on common stock in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
+ 
+We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock would depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
+ 
+There is a limited market for our common stock which may make it more difficult to dispose of your stock.
+ 
+Our common stock is currently quoted on the OTC Markets under the symbol "BRLL". There is a limited trading market for our common stock. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our common stock, which may adversely affect the market price of our common stock. A limited market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or assets by using common stock as consideration. There can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
+ 
+The price of our common stock is volatile, which may cause investment losses for our stockholders.
+ 
+The market for our common stock is highly volatile. The trading price of our common stock on the OTC Markets is subject to wide fluctuations in response to, among other things, quarterly variations in operating and financial results, and general economic and market conditions. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to us could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may cause investment losses for our shareholders. In the past, securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. If securities class action litigation is brought against us, such litigation could result in substantial costs while diverting management's attention and resources.
+ 
+ 
+13
+
+ 
+Table of Contents
+
+ 
+Additional stock offerings may dilute current stockholders.
+ 
+Given our plans and our expectation that we may need additional capital and personnel, we may need to issue additional shares of capital stock or securities convertible or exercisable for shares of capital stock, including preferred stock, options or warrants. The issuance of additional capital stock may dilute the ownership of our current stockholders.
+ 
+Shares eligible for future sale may adversely affect the market.
+ 
+From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to this prospectus or Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our common stock pursuant to this prospectus or Rule 144 may have a material adverse effect on the market price of our common stock. Such shares may include shares issuable pursuant to convertible debt or exercise of warrants. As of September 30, 2018, there are 7,536,400 shares of our common stock issuable upon conversion of outstanding convertible debt.
+ 
+Our common stock may be considered a "penny stock" and is subject to additional sale and trading regulations that may make it more difficult to buy or sell.
+ 
+We anticipate that our common stock may be considered to be a "penny stock" and securities broker-dealers participating in sales of common stock will be subject to the "penny stock" regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
+ 
+As an issuer of "penny stock", the protection provided by the federal securities laws relating to forward looking statements does not apply to us.
+ 
+Although federal securities laws provide a safe harbor for

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially Risk Factors and our financial statements and the related notes, before deciding to buy shares of our common stock. Unless the context requires otherwise, references in this prospectus to Cirius, the Company, we, us and our refer to Cirius Therapeutics, Inc. Overview We are a clinical-stage pharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of liver and metabolic diseases. Our lead product candidate, MSDC-0602K, is a novel, once-daily, oral small molecule being developed to treat nonalcoholic steatohepatitis, or NASH, with fibrosis. MSDC-0602K selectively modulates the mitochondrial pyruvate carrier, or MPC, which mediates at the cellular level the effects of overnutrition, a major cause of NASH and other metabolic disorders. We are conducting a Phase 2b clinical trial of MSDC-0602K, which we have fully enrolled with 402 patients diagnosed with NASH with fibrosis. In October 2018, we reported positive interim results from the first 328 subjects reaching their six-month follow-up visit, which demonstrated improvements in liver enzymes and glycemic control. The overall rate of treatment emergent adverse events was similar across placebo and all dose cohorts, and we saw no signal for peripheral edema, a safety concern associated with first generation thiazolidinediones, or TZDs. We expect to report final data from this clinical trial in the second half of 2019. Overnutrition and NASH NASH is the liver manifestation of metabolic syndrome, a constellation of disorders that includes insulin resistance, Type 2 diabetes and obesity. Overnutrition is a result of excessive caloric intake, relative to energy needs, and is a major driver of metabolic syndrome leading to an unhealthy imbalance in metabolic signals. Studies have shown that the effects of overnutrition are mediated by a newly identified mitochondrial target, the MPC. In the setting of overnutrition, an excess of pyruvate, an energy source for cells, is rapidly transported into the mitochondria of cells through the MPC, leading to the modification of multiple downstream pathways including transcription factors. The effects of these modifications include insulin resistance, increased fat storage, decreased fat oxidation, inflammation, cell damage and fibrosis. NASH is characterized by a high degree of liver damage and can lead to cirrhosis, hepatocellular carcinoma, liver failure and the need for liver transplant and, potentially, liver-related death. There are currently no approved therapies for the treatment of NASH. Our Solution MSDC-0602K MSDC-0602K is a second generation TZD that is designed to selectively bind to the MPC and modulate the entry of pyruvate into the mitochondria. The use of first generation TZDs, which are approved for the treatment of Type 2 diabetes, has been limited due to adverse effects eventually recognized to be caused by direct agonism of PPAR , a mediator of gene transcription. While MSDC-0602K shares similarities with first generation TZDs, it was rationally designed to minimize direct agonism of PPAR . We believe this approach has the potential to demonstrate the beneficial effects observed with first generation TZDs, but without the adverse effects that limit the use of first generation TZDs. By targeting the MPC we believe MSDC-0602K addresses the core pathology of NASH and insulin resistance, and at a point that is upstream from targets that are the focus of other NASH development programs. Given the numerous downstream pathways involved in the pathology of NASH, we believe that it is important to intervene upstream in order to produce a more comprehensive response to treatment. Furthermore, by acting at the initial point of metabolic dysfunction, we believe this approach has the potential to have a dual impact on Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2019 PRELIMINARY PROSPECTUS Shares Common Stock This is the initial public offering of Cirius Therapeutics, Inc. We are offering shares of our common stock. Prior to this offering, there has been no public market for our common stock. We estimate that the initial public offering price of our common stock will be between $ and $ per share. We have applied to list our common stock on The Nasdaq Global Select Market under the symbol CSTX. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 10. PER SHARE TOTAL Initial Public Offering Price $ $ Underwriting Discounts and Commissions(1) $ $ Proceeds to Cirius Therapeutics (before expenses) $ $ (1) We have agreed to reimburse the underwriters for certain expenses. See Underwriting. We have granted the underwriters a 30-day option to purchase up to a total of additional shares of common stock from us at the initial public offering price less the underwriting discounts and commissions. Certain of our principal stockholders, including entities affiliated with certain of our directors, have indicated an interest in purchasing an aggregate of approximately $ million in shares of our common stock in this offering at the initial public offering price per share. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this offering to any of these persons or entities, or any of these persons or entities may determine to purchase more, less or no shares in this offering. The underwriters will receive the same underwriting discount on any shares purchased by these persons or entities as they will on any other shares sold to the public in this offering. The underwriters expect to deliver the shares of common stock to purchasers on or about , 2019 through the book-entry facilities of The Depository Trust Company. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers Citigroup Credit Suisse Co-Managers Needham & Company Wedbush PacGrow The date of this prospectus is , 2019. Table of Contents liver damage and insulin resistance, thus addressing the core pathologies of both NASH and Type 2 diabetes. Consequently, while we expect that it will be several years, if at all, before MSDC-0602K is ready for potential regulatory approval and commercialization, we believe it has the potential to be used as a cornerstone NASH therapy. Our Development Program in NASH We have fully enrolled a Phase 2b clinical trial, the EMMINENCE trial, in 402 NASH patients with fibrosis, approximately 50% of whom have been diagnosed with Type 2 diabetes. To our knowledge, the EMMINENCE trial is the largest Phase 2b clinical trial focused on the treatment of NASH and including paired biopsies conducted to date. The EMMINENCE trial is a 12-month, randomized, double-blind, placebo-controlled trial evaluating three oral doses of MSDC-0602K, 62.5mg, 125mg and 250mg, taken once-daily. In the trial, we will evaluate hepatic histological changes measured by biopsy, changes in liver and metabolic functions measured by the circulating liver enzymes ALT and AST, markers of liver fibrosis, glycemic control and safety and tolerability. Our biopsy-based endpoints include those currently being used as primary endpoints in Phase 3 clinical trials of other NASH development candidates. In October 2018, we conducted an interim analysis of the first 328 subjects reaching their six-month follow-up visit. The interim analysis assessed preliminary safety and changes in ALT and AST and other clinically important biomarkers of liver damage and fibrosis, as well as insulin sensitivity, HOMA-IR, and glycemic control, HbA1c. Key findings from the interim analysis of exploratory endpoints include statistically significant placebo-corrected reductions at six months in ALT and AST in the 125mg dose group. In the two highest dose groups, more than 50% of subjects with elevated baseline ALT or AST improved to normal range at six months. Additionally, statistically significant reductions in HOMA-IR and HbA1c were also observed in all MSDC-0602K dose cohorts. The overall rate of treatment emergent adverse events was similar across placebo and all MSDC-0602K dose cohorts. There was a higher rate of treatment emergent adverse events in the cohort receiving 250mg MSDC-0602K (18.8%) compared to placebo (9.0%) in the musculoskeletal and connective tissue category, with the most frequent individual adverse events in this category across all 328 subjects being arthralgia, or joint pain, and back pain. Importantly, the rate of peripheral edema observed at six months was similar to that observed at baseline and was comparable across placebo and all MSDC-0602K cohorts. The final results for this clinical trial may not be consistent with or as positive as the interim results reported. We expect to report final results, including 12-month liver biopsy data, from the EMMINENCE trial in the second half of 2019. These data will inform the design of our Phase 3 program in NASH with fibrosis, which will include biopsy endpoints to support applications for a subpart H accelerated approval in the United States and conditional marketing authorization in Europe, as well as outcomes endpoints to support subsequent applications for full approval. Given the high rate of liver and cardiovascular complications in subjects with NASH and Type 2 diabetes, and because MSDC-0602K is designed to address the core pathologies of NASH and Type 2 diabetes, we believe it may be possible to conduct a clinical trial in that population to obtain outcomes data to support full approval in a trial that is of shorter duration than those of many of our competitors. If the EMMINENCE trial is successful, we plan to initiate a Phase 3 program by early 2020. In addition to studying its potential use as a monotherapy, we may evaluate MSDC-0602K s potential to be used in combination with other therapies currently in development for the treatment of NASH. Furthermore, while we are focused on becoming a leader in the treatment of NASH, we believe the mechanism of action of MSDC-0602K supports evaluation across a spectrum of liver and metabolic diseases. If our Phase 2b clinical trial data are supportive, we may also pursue development of MSDC-0602K for the treatment of Type 2 diabetes. Our Company We have assembled an executive team of scientific, clinical and business leaders with highly relevant experience to enable the advancement of therapeutics in the field of liver and metabolic diseases. Our company Table of Contents TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the section titled Risk factors and our financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our, the company and Prevail Therapeutics refer to Prevail Therapeutics Inc. Overview We are a gene therapy company leveraging breakthroughs in human genetics with the goal of developing and commercializing disease-modifying AAV-based gene therapies for patients with devastating neurodegenerative diseases. We are applying a precision medicine approach to neurodegeneration by studying our gene therapies in genetically defined patient populations. We believe this will increase the probability of creating disease-modifying therapies that improve patients lives. Our lead program is PR001 for the treatment of Parkinson s disease with GBA1 mutation, or PD-GBA, and neuronopathic Gaucher disease. We are focused on developing a broad pipeline of gene therapies for a range of neurodegenerative diseases, including PR006 for the treatment of frontotemporal dementia with GRN mutation and PR004 for the treatment of synucleinopathies. Our differentiated approach to developing gene therapies for neurodegenerative diseases is designed to mitigate challenges faced by others in the development of therapeutics for the central nervous system, or CNS. We select targets for diseases that correspond to patient populations with particular genetic mutations whom we believe can be treated by increasing or decreasing the expression of a particular gene, which makes them well-suited for gene therapy. We apply our deep understanding of human genetics to design our gene therapy product candidates, each of which is intended to be a one-time treatment to address the key underlying genetic mutation that we believe drives disease progression. We are developing our lead program, PR001, to treat patients with PD-GBA and neuronopathic Gaucher disease. PD-GBA affects 7% to 10% of the total Parkinson s disease population worldwide and an estimated 90,000 individuals in the United States alone. Gaucher disease is among the most common lysosomal storage disorders, with an estimated global prevalence of one per 30,000 to one per 100,000. Neuronopathic Gaucher disease patients exhibit neurological manifestations in addition to the non-CNS manifestations of Gaucher disease, and represent approximately 6% of all Gaucher disease cases in the United States. PD-GBA and Gaucher disease share the same underlying genetic mechanism, and we believe they represent a continuum of pathology. The symptoms and severity of the CNS disease in PD-GBA and Gaucher disease depend on the level of enzyme deficiency, which is driven by both the severity and number of GBA1 mutations. GBA1 encodes the lysosomal enzyme, beta-glucocerebrosidase, or GCase. PD-GBA patients have a mutation in one chromosomal copy of GBA1 and Gaucher disease patients have mutations in both chromosomal copies of GBA1. These mutations lead to a deficiency of GCase, resulting in the non-CNS manifestations of Gaucher disease as well as lysosomal dysfunction in CNS cells, which we believe leads to the inflammation and neurodegeneration present in PD-GBA and neuronopathic Gaucher disease patients. Approved enzyme replacement therapies, or ERTs, which restore GCase, are effective for the treatment of the non-CNS manifestations of Gaucher disease, but ERTs cannot cross the blood-brain barrier to treat neurodegeneration. Based on the common genetically driven mechanism of PD-GBA and Gaucher disease, we have designed PR001 to express GBA1 in patients CNS cells. We believe that restoring GBA1 in the CNS will slow or stop disease progression in PD-GBA and neuronopathic Gaucher disease patients. In our comprehensive preclinical program in both mouse models and non-human primates, PR001 was observed to be well tolerated and demonstrated robust and widespread biodistribution. Additionally, in mouse Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 10, 2019 PRELIMINARY PROSPECTUS 7,353,000 Shares Common Stock We are offering 7,353,000 shares of our common stock. This is our initial public offering and no public market currently exists for our common stock. We anticipate that the initial public offering price will be between $16.00 and $18.00 per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol PRVL. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with reduced public company reporting requirements for this and future filings. See Prospectus Summary Implications of Being an Emerging Growth Company. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 10 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Initial public offering price $ $ Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting for a description of all compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 1,102,950 additional shares of common stock. The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about , 2019. MORGAN STANLEY BofA MERRILL LYNCH COWEN WEDBUSH PACGROW Prospectus dated , 2019. Table of Contents models, we observed significant increases in enzyme activity, reductions in lipid accumulation and improvements in motor function. We submitted an investigational new drug application, or IND, to the U.S. Food and Drug Administration, or FDA, for PR001 for the treatment of PD-GBA in May 2019, and the FDA has notified us that our trial may proceed. We intend to initiate our Phase 1/2 clinical trial for PR001 in PD-GBA in 2019. We plan to submit an IND to the FDA for PR001 for the treatment of neuronopathic Gaucher disease in mid-2019 and, subject to feedback from the FDA, we intend to initiate a Phase 1/2 clinical trial for PR001 in neuronopathic Gaucher disease in 2019. Our Phase 1/2 clinical trials in these patients will investigate the safety and tolerability of PR001, and will also measure key biomarkers and exploratory efficacy endpoints. In addition to our lead program, we are developing PR006 for the treatment of frontotemporal dementia with GRN mutation, or FTD-GRN. We intend to submit an IND to the FDA for PR006 for the treatment of FTD-GRN in 2019. We are also currently conducting preclinical studies of PR004 for the treatment of synucleinopathies. All of our current programs utilize adeno-associated virus, or AAV, gene therapy technology, which we believe is particularly well-suited for the treatment of CNS diseases. AAV-based viral vectors have been observed in third-party clinical trials to be well-tolerated and to have promise in delivering stable, long-lasting transgene expression in a range of tissues, including the CNS. We have initially chosen to use AAV9 based on its transformational biological properties and track record, which we believe will translate into a positive clinical effect in our initial indications. In a third-party Phase 1 clinical trial in Type 1 spinal muscular atrophy, AAV9 was observed to enable gene delivery in the CNS and broad brain-wide biodistribution with a single administration. We have entered into license agreements with REGENXBIO Inc., or REGENXBIO, pursuant to which they granted us an exclusive, worldwide license to use AAV9 delivering the gene encoding for GBA1 for the treatment of disease, as well as three distinct exclusive options for specified genes for the treatment of disease. In April 2019, we exercised all three options, including for AAV9 delivering the genes encoding for progranulin and -Synuclein. For our initial programs, we plan to deliver directly to the cerebrospinal fluid via a minimally invasive non-surgical procedure. Our company was founded through a collaborative effort by Asa Abeliovich, M.D., Ph.D., our Chief Executive Officer, OrbiMed and The Silverstein Foundation for Parkinson s with GBA, who shared a common vision: to cure Parkinson s disease and other neurodegenerative disorders. Dr. Abeliovich and our other scientific leaders bring a deep understanding of the human genetics of neurodegenerative diseases, the underlying molecular mechanisms by which genetic mutations cause these diseases, and how to optimally design potential therapies to restore the function impaired by these genetic mutations. We intend to apply our expertise to developing therapies that have potential to slow or stop disease progression for neurodegenerative disease patients. Table of Contents TABLE OF CONTENTS PAGE Prospectus Summary 1

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+Prospectus Summary 1

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+Prospectus Summary 1

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+of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address: Beneficial Owner Address Number of Shares Owned Percentage of Shares Outstanding Petru Afanasenco Str. Mihail Kog lniceanu, 66, off. 3, Chisinau, Republic of Moldova, MD-2009 4,000,000 57% Andrei Afanasenco Str. Mihail Kog lniceanu, 66, off. 3, Chisinau, Republic of Moldova, MD-2009 3,000,000 43% (*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person s household. This includes any shares such person has the right to acquire within 60 days. (**) Percentage of shares outstanding is calculated on the basis of the number of fully diluted shares outstanding on December 31, 2018 (7,000,000 in total). Future sales by existing stockholders A total of 7,000,000 shares of common stock were issued to our Secretary and Director. 4,000,000 are held by our President and Director, Petru Afananesco and 3,000,000 held by our Secretary and Treasurer, Andrei Afananesco, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. As we are a shell company , Rule 144 would not be available for the resale of restricted securities by our stockholders until we have complied with the requirements of Rule 144(i). Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are two holders of record for our common stock. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of KELINDA, including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors considers all relevant available facts and circumstances. Petru Afanasenco and Andrei Afanasenco have extended loans to the Company pursuant to the agreements that have been filed as Exhibits 10.1 and 10.2 (filed on September 14,2018). The Company discloses that Petru Afanasenco and Andrei Afanasenco have loaned $100 and $4,375, respectively, to the Company as of December 31, 2018. The remaining funding available to borrow by the company from its directors is $49,900 and $35,625 from Petru Afanasenco and Andrei Afanasenco respectively, according to the above-mentioned agreements. Further, on March 19, 2018, the Company issued 4,000,000 shares of common stock to the President, Petru Afanasenco, and, on March 20, 2018, the Company issued 3,000,000 shares of common stock to the Secretary, Andrei Afanasenco, for cash contribution of $4,000 and $3,000 at $0.001 per share, respectively. 31 Petru and Andrei Afanasenco have formal commitments to loan funds of $50,000 and $40,000 respectively Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate. Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held 24 and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets. BUSINESS DESCRIPTION Our Company Kelinda is a brand-new company that has been established in the state of Nevada on December 18, 2017. Its business plan is to create health-caring applications. Kelinda is both the name of the company and the first product that this company will be launching. All future products will be launched under this company but with different names to reflect the target market. Our first project will offer free test panels to identify general health condition and targeted diseases for both children and adults. Its main purpose will be to inform individuals when it is required for a person to visit certain doctors and get tested in order to prevent disease development on its earliest development stage. The App will synchronize with Google and Apple calendars, send notifications regarding pills taking time, required tests or doctor appointments via the App and email. In the future, the revenue shall be generated from in-app subscriptions. As of today, we have developed Software Requirements Specification of our product, completed the design of our product, created application screen diagrams, produced a business presentation, created an account on Apple Store, finished the application s server development and, currently, find ourselves at the mobile application development stage. It is anticipated that the app can be completed and operational in about 3 months, available on AppStore and PlayMarket. In the event that the full proceeds of the offering are not raised, the timing of the rollout will be slowed.

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+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes, and especially the risks described under "Risk Factors" beginning on page 16. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. All references to "we," "us," "our," "Company," "Registrant" or similar terms used in this prospectus refer to Jump World Holding Limited, a Cayman Islands company, including its consolidated subsidiaries and variable interest entities ("VIE"), unless the context otherwise indicates. "PRC" or "China" refers to the People s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau. "RMB" or "Renminbi" refers to the legal currency of China and "US$" or "U.S. Dollars" refers to the legal currency of the United States. Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, subject to the limitations set forth in "Description of Share Capital—Ordinary Shares," and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Assuming we raise the minimum offering proceeds, or $7,000,000, the holders of Class B ordinary shares will be able to exercise approximately 91.67% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering. Assuming we raise the maximum offering proceeds, or $14,000,000, the holders of Class B ordinary shares will be able to exercise approximately 90.92% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Our Mission We intend to become one of the most popular technology-enabled entertainment communities for the young generation in China. Overview We are a producer, developer and operator of customized games in China with a large and active user base. We operate a number of online games on different platforms, including mobile, personal computers (PC), virtual reality (VR), augmented reality (AR) and console devices. Our propriety H5 webpage gaming technology enables viral dissemination of our mobile games on a large scale. Our portfolio extends to a number of online gaming genres, consisting of multiplayer online battle arena (MOBA) games, first-person shooter (FPS) games, fighting games and casual games. We strive to create an engaging, interactive and immersive community for game enthusiasts in China. The vast majority of our users are among the young Chinese generation between the ages of 16 and 35, although many of our games appeal to users outside this demographic. Our rich and high-quality content is a magnet for users with common interests to connect and share their passion on our platform. Our users are able to interact with one another with the support of our platform s innovative social functions. These real-time interactions help cultivate a strong sense of belonging, which effectively strengthens our user retention and increases time spent playing our games. Our content is highly dynamic, as our games encourage a variety of interaction between users to enhance the overall entertainment experience and sense of involvement on our platform. Our technology is designed for reliability, scalability and flexibility. Leveraging our strong technological capabilities and infrastructure, we are able to deliver a superior user experience and conduct our operation in a highly efficient manner. We generate revenues primarily from the sale of our "virtual diamonds," which are essentially credits exchangeable for in-game merchandise, directly to our users that have a registered gaming account. These "virtual diamonds" appeal to our users because they allow users to easily make in-game purchases without having to go through a third-party payment process each time they play our games. We have experienced rapid growth since our inception. Our total revenues increased from RMB175.8 million (US$26.6 million) in 2016 to RMB194.3 million (US$29.4 million) in 2017. Our net income was RMB32.7 million (US$4.9 million) and RMB43.3 million (US$6.5 million) in 2016 and 2017, respectively. Competitive Strengths We believe the following competitive strengths contribute to our success and differentiate us from our competitors: In-house developed game engines for all of our games; Community-based gaming platform; Multi-platform coverage; Highly engaged and interactive community; Rich and dynamic content offerings; Cutting-edge technological capabilities and scalable infrastructure; Thriving ecosystem fueling strong monetization; and Strong management team. Our Strategies We intend to achieve our goals by pursing the following strategies: Continuously adapt and appeal to the preferences of target user groups; Increase our game production capabilities and develop broader coverage; Increase cross-platform coverage and capability; Further develop our social interaction service; and Continue to invest in technology and strengthen our research and development (R&D) capabilities. Corporate Structure Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. Variable Interest Entity Arrangements In establishing our business, we have used a variable interest entity, or VIE, structure. As such, we are a holding company that conducts substantially all of our business through our VIE. In the PRC, investment activities by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment (which will be replaced by The Special Administrative Measures for Admittance of Foreign Investments (Negative List), please refer to the sections headed "Risks Related to Our Corporate Structure"), or the Catalog, which was promulgated and is amended from time to time by the PRC Ministry of Commerce, or MOFCOM, and the PRC National Development and Reform Commission, or NDRC. The Catalog divides industries into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalog are generally open to foreign investment unless specifically restricted by other PRC regulations. Our Company and Jump Technology (Shanghai) Co., Ltd (the "WFOE"), are considered as foreign investors or foreign invested enterprises under PRC law. The provision of internet content services, which we conduct through our VIE, is within the category in which foreign investment is currently "restricted". In addition, the internet cultural business, which we conduct through our VIE, is within the category in which foreign investment is currently "prohibited". The contractual arrangements among WFOE, Shanghai Jump Network Technology Co., Ltd ("Jump Network") and the shareholders of Jump Network (the "Jump Network Shareholders") enable us to exercise effective control over Jump Network and hence consolidate its financial results as our VIE. In our case, the WFOE effectively assumed management of the business activities of Jump Network through a series of agreements which are referred to as the VIE Agreements. Through the VIE Agreements, the WFOE has the right to appoint directors, supervisors, and other senior managers of Jump Network. The VIE Agreements are comprised of a series of agreements, including an Exclusive Business Consultation Agreement, an Exclusive Technical Service Agreement, an Equity Pledge Agreement, an Exclusive Call Option Agreement and a Proxy Agreement. Through the VIE Agreements, the WFOE has the right to advise, consult, manage and operate Jump Network for an annual service fee in the amount of 100% of Jump Network s after-tax profits (the service fee payable to WFOE shall not be included in Jump Network s cost deduction). The Jump Network Shareholders have each pledged all of their right, title and equity interests in Jump Network as security to fulfill the obligations under the contractual arrangements with WFOE. In order to further reinforce the WFOE s rights to control and operate Jump Network, the Jump Network Shareholders have granted the WFOE an exclusive right and option to acquire all of their equity interests and assets in Jump Network through the Exclusive Call Option Agreement. The VIE Agreements are detailed below as follows: Exclusive Technical Service Agreement. Pursuant to the Exclusive Technical Service Agreement between WFOE and Jump Network dated on June 29, 2018, WFOE has the exclusive right to provide services to Jump Network in the area of software licensing, technical assistance, technical consultation, technical training and other related services. WFOE exclusively owns any intellectual property rights arising from the performance of this Exclusive Technical Service Agreement. Jump Network agrees to pay WFOE the service fee, and the amount of service fees and payment term can be amended by WFOE. The term of the Exclusive Technical Service Agreement is 20 years and shall be automatically extended for an additional period of 1 year. The additional period automatically enters the renewal extension of 1 year at the end of each additional period, unless WFOE gives Jump Network a 30 days prior termination notice. Exclusive Business Consultation Agreement. Pursuant to the Exclusive Business Consultation Agreement between WFOE and Jump Network dated on June 29, 2018, WFOE has the exclusive right to provide Jump Network with complete business support and related consulting services, including but not limited to business consultations, marketing consultancy, business information database establishment and maintenance, corporate governance and other related services. WFOE exclusively owns any intellectual property rights arising from the performance of the Exclusive Business Consultation Agreement. Jump Network agrees to pay the WFOE the service fee, and the amount of service fees and payment term can be amended by the WFOE. The term of the Exclusive Business Consultation Agreement is 20 years and shall be automatically extended for an additional period of 1 year. The additional period automatically enters the renewal extension of 1 year at the end of each extended additional period. Besides, WFOE has the right to terminate this agreement at any time after giving a 30 days prior termination notice. Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement among WFOE, Jump Network and each of Jump Network Shareholders dated on June 29, 2018, Jump Network Shareholders pledged all of their equity interests in Jump Network to WFOE to guarantee Jump Network's performance of relevant obligations and indebtedness under the Exclusive Technical Service Agreement, the Exclusive Business Consultation Agreement, the Exclusive Call Option Agreement and the Proxy Agreement ("VIE Agreements"). In addition, Jump Network Shareholders have completed the registration of the equity pledge under the Equity Pledge Agreement with the competent local authority on Jump Network, 2018. If Jump Network Shareholders breaches its obligation under the VIE Agreements, WFOE, as pledgee, will be entitled to certain rights, including the right to dispose the pledged equity interests. The Pledge Agreement shall be continuously valid until all its obligations under the VIE Agreements have been fulfilled, or the VIE Agreements are terminated, or the secured debts has been fully executed. Exclusive Call Option Agreement. Pursuant to the Exclusive Call Option Agreement among WFOE, Jump Network and each of Jump Network Shareholders dated on June 29, 2018, WFOE has the exclusive right to require each Jump Network Shareholder to fulfill and complete all approval and registration procedures required under PRC laws for WFOE to purchase, or designate one or more persons to purchase, each Jump Network Shareholder s equity interests in Jump Network, once or at multiple times at any time in part or in whole at WFOE s sole and absolute discretion. The purchase price shall be the lowest price allowed by PRC laws. In addition, Jump Network has granted WFOE or its designated person an exclusive option to purchase, or have its designated person to purchase, at its discretion, to the extent permitted by PRC laws, all or part of Jump Network s assets at the lowest price allowed by PRC laws. The Exclusive Call Option Agreement shall remain effective for 20 years and shall be automatically extended for an additional period of 1 year. The additional period automatically enters the renewal extension of 1 year at the end of each extended additional period. Besides, WFOE has the right to terminate this agreement at any time after giving a 30 days prior termination notice. Proxy Agreement. Pursuant to the Proxy Agreement among WFOE, Jump Network and each of Jump Network Shareholders dated on June 29, 2018, each Jump Network Shareholder irrevocably appointed WFOE or WFOE s designee to exercise all its rights as Jump Network Shareholders under the articles of association of Jump Network and PRC laws, including but not limited to the power to exercise all shareholder's rights with respect to all matters to be discussed and to vote in the shareholders meeting of Jump Network. The term of the Proxy Agreement shall remain effective for 20 years and shall be automatically extended for an additional period of 1 year. The additional period automatically enters the renewal extension of 1 year at the end of each extended additional period. Besides, WFOE has the right to terminate this agreement at any time after giving a 30 days prior termination notice. Because we are a holding company, we rely on dividends and other distributions on equity paid by WFOE for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If WFOE incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. In addition, contractual arrangements in relation to our VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC VIE owe additional taxes, which could negatively affect our financial condition and the value of your investment. Under PRC laws and regulations, our wholly foreign-owned subsidiary in China may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff welfare and bonus fund. The statutory reserve fund, enterprise expansion fund and staff welfare and bonus fund are not distributable as cash dividends. Any limitation on the ability of WFOE to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. According to the applicable PRC tax regulations, dividends distributed by a company established in the PRC to a foreign investor with respect to profits derived after January 1, 2008 are generally subject to a 10% PRC withholding tax. If a foreign investor incorporated in Hong Kong meets the conditions and requirements under the double taxation treaty arrangement entered into between the PRC and Hong Kong, the relevant withholding tax rate will be reduced from 10% to 5%. It is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In particular, in January 2015, the MOFCOM published a discussion draft of the proposed Foreign Investment Law for public review and comments. Among other things, the draft Foreign Investment Law, or the Draft FIL, expands the definition of foreign investment and introduces the principle of "actual control" in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the Draft FIL, variable interest entities would also be deemed as FIEs, if they are ultimately "controlled" by foreign investors, and be subject to restrictions on foreign investments. However, the Draft FIL has not taken a position on what actions will be taken with respect to the existing companies with the "variable interest entity" structure, whether or not these companies are controlled by Chinese parties. On March 2, 2018, the General Office of the State Council of the PRC issued the State Council Legislative Work Plan for 2018, which confirm that the Draft FIL shall be submitted to the Standing Committee of the National People s Congress for deliberation within this year. However, the final version of the Foreign Investment Law may not be consistent with the draft. If the ownership structure, contractual arrangements and business of the Company, the WFOE or our consolidated variable interest entity are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our income or the income of WFOE or consolidated variable interest entity, revoking the business licenses or operating licenses of WFOE or consolidated variable interest entity, shutting down our servers or blocking our online platform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from this offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of our consolidated variable interest entity, and/or our failure to receive economic benefits from our consolidated variable interest entity, we may not be able to consolidate its results into our consolidated financial statements in accordance with U.S. GAAP. In addition, another substantial risk may be the enforcement of the Equity Pledge Agreement. Where there is any change regarding equity pledge, it shall be registered at the competent State Administration for Industry and Commerce ("SAIC", the predecessor of State Administration for Market Regulation, hereinafter referred to as SAIC for unification). But there is no assurance that such registration will be approved by the competent SAIC. Emerging Growth Company Status We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our Class A ordinary shares less attractive. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Corporate Information Our principal executive offices are located at 12th Floor, Tower A, Changtai Plaza, 2889 Jinke Road, Pudong New District, Shanghai, 201203, P.R. China. Our telephone number at this address is +86 21-50801857. Our registered office in the Cayman Islands is located at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 10 E, 40th Street, 10th Floor, New York, NY 10016. Our website is http://www.jumpw.com. The information contained on our website or any third party websites is not a part of this prospectus. The Offering Shares being offered: A minimum of $7,000,000 and a maximum of $14,000,000 of Class A ordinary shares. Initial offering price: The purchase price for the shares will be $7.00 per share. Number of ordinary shares outstanding before the offering: 20,000,000 of our ordinary shares are outstanding as of the date of this prospectus. Number of ordinary shares outstanding after the offering: Minimum Offering:10,000,000 of our Class A ordinary shares and 11,000,000 of our Class B ordinary shares Maximum Offering: 11,000,000 of our Class A ordinary shares and 11,000,000 of our Class B ordinary shares. Gross proceeds to us, net of underwriting discount but before expenses: $6,580,000, assuming no exercise of the Underwriter s warrants and completion of the minimum offering. $13,160,000, assuming no exercise of the Underwriter s warrants and completion of the maximum offering. Best Efforts: The Underwriter is selling our Class A ordinary shares on a "best efforts" basis. Accordingly, the Underwriter has no obligation or commitment to purchase any securities. The Underwriter is not required to sell any specific number of dollar amount of Class A ordinary shares but will use its best efforts to sell the Class A ordinary shares offered. We do not intend to close this offering unless we sell at least a minimum number of Class A ordinary shares, at the price per Class A ordinary share set forth on the cover page of this prospectus, to result in sufficient proceeds to list our Class A ordinary shares on the NASDAQ Capital Market. Closing of Offering: The offering will terminate upon the earlier of: (i) a date determined by us after which the minimum amount is sold or (ii) 180 days from the effective date of this Registration Statement, unless extended by us for an additional 45 days ("Termination Date"). One or more closings may be conducted after the minimum amount is sold and prior to the Termination Date. Trading on the NASDAQ Capital Market will not start until the Termination Date. Until we sell at least 1,000,000 Class A ordinary shares, all investor funds will be held in an escrow account at FinTech Clearing. See "Escrow Account". We will not complete this offering unless our application to list on the NASDAQ Capital Market is approved. Escrow Account: The proceeds from the sale of the Class A ordinary shares in this offering will be payable to "FinTech Clearing, LLC, Escrow Account" and will be deposited in a separate non-interest bearing bank account (limited to funds received on our behalf) until the minimum offering amount is raised. No interest will be available for payment to either us or the investors (since the funds are being held in a non-interest bearing account). All subscription funds will be held in escrow pending the raising of the minimum offering amount and no funds will be released to us until the completion of the offering. Release of the funds to us is based upon the Escrow Agent (defined below) reviewing the records of the depository institution holding the escrow to verify that the funds received have cleared the banking system prior to releasing the funds to us. All subscription information and subscription funds through wire transfers should be delivered to the Escrow Agent. Failure to do so will result in subscription funds being returned to the investor. If we do not receive a minimum of US$7,000,000 by , 2019, all funds will be returned to the investors in this offering by noon of the next business day after the termination of the offering, without charge, deduction or interest. Prior to , 2019, in no event will funds be returned to the investors unless the offering is terminated. The investors will only be entitled to receive a refund of their subscription price if we do not raise a minimum of US$7,000,000 by , 2019 No interest will be paid either to us or to the investors. We expect to appoint FinTech Clearing, an affiliate of the Underwriter, as our escrow agent, or the "Escrow Agent". Use of Proceeds: We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include, investment in product research and development (including technology infrastructure), marketing and promotion activities, and corporate purposes including working capital needs and capital expenditures,. For more information on the use of proceeds, see "Use of Proceeds" on page 53. Lock-up: We, all of our directors and officers and certain shareholders have agreed with the Underwriter, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our Class A ordinary shares or securities convertible into or exercisable or exchangeable for our Class A ordinary shares for a period of twelve months after the commencement date of the trading of our Class A ordinary shares. See "Shares Eligible for Future Sale" and "Underwriting" for more information. Proposed NASDAQ Symbol: JMPW

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+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth under the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. Unless the context otherwise requires, we use the terms TCR2, TCRR, the Company, we, us, our, and similar designations in this prospectus to refer to TCR2 Therapeutics Inc. Overview We are a clinical-stage immunotherapy company developing the next generation of novel T cell therapies for patients suffering from cancer. Our proprietary TCR Fusion Construct T cells (TRuC-T cells) specifically recognize and kill cancer cells by harnessing the entire T cell receptor (TCR) signaling complex, which we believe is essential for T cell therapies to be effective in patients with solid tumors. We have also designed our TRuC-T cells so that tumor cell recognition does not require human leukocyte antigens (HLA), which provides two important additional benefits. First, in contrast to current engineered T cell therapies that use the full TCR (TCR-T cells), our technology is designed so that it can be applied to all patients that express the cancer surface antigen irrespective of HLA subtype, which we believe will allow us to address a significantly larger patient population. Second, HLA is downregulated or lost in many tumors which can prevent their recognition by T cells and lead to diminished response rates and higher relapse rates. We therefore believe our approach will allow us to deliver the first HLA-independent TCR-T cell therapy for patients with solid tumors. We also believe that our product candidates have the potential to improve upon the efficacy and safety of currently approved chimeric antigen receptor T (CAR-T) cell therapies in CD19-positive B-cell hematological malignancies. This belief is based on preclinical studies comparing our product candidates to CAR-T cells that we engineered. In January 2019, the investigational new drug application (IND) for our lead solid tumor product candidate, TC-210, to treat patients with mesothelin-positive solid tumors was cleared by the U.S. Food and Drug Administration (FDA). We plan to initiate our Phase 1/2 clinical trial for TC-210 in early 2019. We estimate the patient population for TC-210 is up to 81,000 in the United States alone. We expect to generate our first clinical data for TC-210 in the second half of 2019. However, we recently received a request from the FDA s Center for Devices and Radiological Health (CDRH) for the submission of an investigational device exemptions (IDE) application regarding our use of a commercially available in vitro diagnostic assay for screening mesothelin expression in tumors. Depending on the results of our related ongoing discussions with the FDA, the process for satisfying this request may delay initiation of our planned Phase 1/2 clinical trial for TC-210 in early 2019. Although there can be no assurances, we do not believe this process will delay the generation of our first clinical data for TC-210 expected in the second half of 2019. We expect to file an IND in the second half of 2019 for our lead hematology product candidate, TC-110, to treat patients with CD19-positive B-cell hematological malignancies and expect to generate our first clinical data for TC-110 in the second half of 2020. In addition, we plan to file an IND for our second solid tumor product candidate, TC-220, to treat MUC16-positive solid tumors, in early 2020 and we expect to generate our first clinical data for TC-220 in the first half of 2021. A Revolution in T Cell Therapies According to a 2017 press release from the FDA on the licensure of the first engineered T cell therapy for cancer, the field is entering a new frontier in medical innovation with the ability to reprogram a patient s own cells to attack a deadly cancer. We founded our company to build on these early T cell therapy innovations while addressing their limitations and making our product candidates available to a broader patient population. The immune system is responsible for protecting the human body by eliminating agents that threaten our health, including cancer cells. One of the key components of the immune system are sentinels called T cells Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2019 Preliminary Prospectus 5,000,000 Shares Common Stock We are offering 5,000,000 shares of common stock. This is our initial public offering of our common stock. Prior to this offering, there has been no public market for our shares. We expect that the initial public offering price will be between $14.00 and $16.00 per share. We have applied to list our common stock on The Nasdaq Global Market under the symbol TCRR . We are an emerging growth company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our common stock involves a high degree of risk. Before buying any shares, you should read carefully the discussion of the material risks of investing in our common stock under the heading Risk Factors starting on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission approved or disapproved of the securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Public offering price $ $ Underwriting discount (1) $ $ Proceeds, before expenses, to TCR2 Therapeutics Inc. $ $ (1) We refer you to Underwriting beginning on page 182 of this prospectus for additional information regarding underwriting compensation. Delivery of the shares of common stock is expected to be made on or about , 2019. Certain of our existing stockholders (or their affiliates), including those affiliated with certain of our directors, have indicated an interest in purchasing an aggregate of approximately $30.0 million of shares of our common stock in this offering at the initial public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this offering to such stockholders, and such stockholders could determine to purchase more, less or no shares in this offering. We have granted the underwriters an option for a period of 30 days to purchase an additional 750,000 shares of our common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . Jefferies SVB Leerink BMO Capital Markets Wedbush PacGrow China Renaissance The date of this prospectus is , 2019. Table of Contents that are able to target these agents for elimination by using TCR recognition of cell surface markers known as antigens. When a T cell recognizes a tumor antigen through the TCR, it kills the malignant cell on which it resides. Existing T cell therapies for cancer, including CAR-T cells and engineered TCR-T cells, attempt to replicate this mechanism. While current T cell therapies have shown encouraging efficacy data, they have limitations that we believe our product candidates can address. CAR-T cell therapies have been approved for use in certain CD19-positive B-cell hematological malignancies on the basis of encouraging efficacy data. However, the durable benefit of these therapies has been limited to a subset of cancer patients, while the risk of potentially fatal side effects for patients is high. In solid tumors, CAR-T cells have not shown meaningful patient benefit. We believe these limitations are a consequence of the CAR construct using only one subunit of the entire TCR signaling complex and operating independently of the normal signaling mechanisms in the T cell. As a result, CAR-T cells do not benefit from all of the activation and regulatory elements of the natural TCR complex. This results in CAR-T cells overproducing cytokines that frequently lead to severe toxicities, including cytokine release syndrome (CRS) and neurotoxicity. CAR-T cells are also limited in their ability to persist and overcome the hostile tumor microenvironment. TCR-T cell approaches were developed in an attempt to leverage the power of the entire TCR signaling complex. TCR-T cells have produced clinical responses in patients with solid tumors. However, recognition of the tumor antigen by existing TCR-T cell approaches occurs in the context of HLA. This significantly limits the number of patients that can be treated with each specific TCR-T cell therapy because they can only be used for one specific HLA subtype, of which there are many. In addition, the downregulation or loss of HLA in many tumors can prevent tumor antigen recognition by TCR-T cells and lead to diminished response rates and higher relapse rates. Our Novel Platform We are pioneering the development of a novel, transformative T cell engineering platform which, based on its design and our preclinical studies, we believe has the potential to address the shortcomings of CAR-T cells and TCR-T cells and is fundamentally different from existing approaches. Research over more than two decades has shown that each of the TCR subunits makes distinct contributions to the activation and regulation of T cells and only the sum of the TCR subunits can adequately activate and control all functions of T cells. We believe that engaging the entire TCR signaling complex is required to fully leverage T cells in their fight against cancer. Our T cell engineering approach relies upon natural TCR elements to produce therapeutic T cells that function independent of HLA restriction. To that end, we fuse a cancer antigen recognition domain directly to a subunit of the TCR and use a lentiviral vector to transfer the genetic information for the TRuC construct into a patient s own T cells. This modified subunit then naturally integrates into the native TCR complex. The result is the generation of an engineered T cell equipped with a new homing device to detect and engage a specific antigen on the surface of cancer cells. Upon antigen engagement, these T cells harness the entire TCR to produce a more powerful yet controlled T cell response against cancer. We refer to T cells engineered with our TCR fusion constructs as TRuC-T cells. In preclinical studies of both solid tumors and hematological malignancies, we have observed greater anti-tumor activity, longer persistence and less cytokine release compared to CAR-T cells we have engineered to target the same cancer antigen. We believe that these properties could translate into more durable responses with potentially fewer adverse events for patients with cancer. Table of Contents The figure below describes the natural HLA-restricted TCR complex as compared to the HLA-independent TRuC-T cell. We are using our TRuC-T cell platform to target many different cancer antigens. Our core format, in which we target a single cancer antigen, is known as a mono TRuC-T cell. Our mono TRuC-T cell product candidates have shown promising anti-tumor activity and persistence in our preclinical studies. We are supplementing our core format with a series of next-generation enhancements that may further improve clinical outcomes. These fall into two broad categories. First, we are developing formats that target two antigens, known as dual TRuC-T cells, which could improve tumor response in patients who express more than one cancer antigen and combat potential antigen escape which is a leading mechanism of cancer relapse in patients receiving CAR-T cell therapy. Second, we are developing several strategies to counter the immunosuppressive microenvironment of solid tumors including mechanisms to block a key cancer defense known as the programmed cell death 1 (PD-1) and programmed death-ligand 1 (PD-L1) checkpoint pathway. We are also evaluating multiple proprietary designs for allogeneic, or off-the-shelf, TRuC-T cells. Table of Contents Neither we nor the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus or in any free writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of our common stock. Our business, financial condition, results of operations and future growth prospects may have changed since that date. No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction. We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the , TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names. Until and including , 2019 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Table of Contents Our Pipeline The versatility of our platform is highlighted by the multiple programs and multiple formats of the product candidates in our pipeline. In preclinical studies with multiple TRuC-T cell product candidates, we have shown better anti-tumor activity, longer persistence and lower cytokine release compared to CAR-T cells we have engineered to bear the same tumor antigen binding domains as our product candidates. We have generated a broad pipeline with assets that address both solid tumors and hematological malignancies. Our product candidates are listed in the figure below. *In the Discovery stage, we identify the antigen-specific binders, tether these to a TCR subunit via a linker and then, upon introduction into T cells, test the killing activity and cytokine release in vitro. Thereafter, the programs enter Lead Optimization stage, where we optimize the antigen binder sequence and linker length and re-test T cells expressing the enhanced TRuC sequences in cellular assays for functional activity and specificity. At this stage, we also investigate the anti-tumor activity, cytokine release, pharmacodynamics and phenotype of TRuC-T cells in mouse studies. The IND-Enabling stage is defined by the nomination of a product candidate. At this stage of drug development, we initiate the GMP production of lentiviral vector and process development of TRuC-T cells. In addition, we conduct studies addressing the specificity and toxicity to support the submission of an IND application. TC-210: Our Lead Mono TRuC-T Cells Targeting Mesothelin Positive Solid Tumors. Our most advanced mono TRuC-T cell product candidate is TC-210, which targets mesothelin-positive solid tumors. While its expression in normal tissues is low, mesothelin is highly expressed on many solid tumors. The cancer types that we intend to treat in our planned Phase 1/2 clinical trial include non-small cell lung cancer, ovarian cancer, malignant pleural/peritoneal mesothelioma and cholangiocarcinoma. These cancers represent a patient population of up to 81,000 in the United States alone. By comparison, the addressable U.S. patient population with hematological malignancies for approved CD19-directed CAR-T therapies is estimated to be approximately 8,000. In our preclinical studies we have observed better anti-tumor activity and persistence of TRuC-T cells compared to CAR-T cells we engineered to target mesothelin while also exhibiting lower levels of cytokine release. The FDA cleared our IND for TC-210 in January 2019 and we plan to initiate our Phase 1/2 clinical trial in early 2019. We have submitted an FDA Orphan Drug Designation application for the treatment of malignant pleural/peritoneal mesothelioma with TC-210 and also plan to apply for FDA Fast Track designation for TC-210. TC-110: Our Lead Mono TRuC-T Cells Targeting CD19-Positive B-Cell Hematological Malignancies. We are developing a mono TRuC-T cell, TC-110, targeting CD19-positive B-cell hematological malignancies. The clinical development plan for TC-110 will initially focus on three specific areas: adult acute lymphoblastic leukemia (ALL), diffuse large B-cell lymphoma (DLBCL) and follicular lymphoma (FL). These are indications for which CAR-T cells have either been approved but faced clinical outcome limitations (specifically, DLBCL), proven to be too toxic for use (specifically, adult ALL), or have not been approved at all (specifically, FL). In our preclinical studies we have observed Table of Contents better tumor clearance and persistence of TRuC-T cells compared to CAR-T cells we engineered to target CD19 while also exhibiting lower levels of cytokine release. We expect to file an IND for TC-110 in the second half of 2019 and seek FDA Fast Track designation. TC-220: Our Mono TRuC-T Cells Targeting MUC16 Positive Solid Tumors. We are conducting IND-enabling studies for our mono TRuC-T cell product candidate, TC-220, targeting MUC16-positive solid tumors. While its expression in normal tissues is low, MUC16 is highly expressed in many solid tumors, including ovarian, pancreatic, gastric and colorectal cancers. We plan to develop TC-220 initially for the treatment of MUC16 overexpressing ovarian cancer, which represents a patient population of up to 17,000 in the United States alone. TC-220 has shown strong anti-tumor activity in preclinical models of MUC16-positive ovarian cancers. Our goal is to file an IND for TC-220 in early 2020. TC-310 and TC-410: Our Dual TRuC-T Cell Programs Targeting CD19/22 and MSLN/MUC16. We have developed dual TRuC-T cells designed to reduce the potential for antigen escape in solid tumors or hematological malignancies by targeting more than one cancer antigen. These second generation TRuC-T cells are also able to integrate platform enhancements to counter the hostile tumor microenvironment. We are currently developing these for preclinical studies and will determine their clinical indications based on the outcome of those studies. Manufacturing We are currently producing good manufacturing practices (GMP) grade materials in preparation for our Phase 1/2 clinical trial of TC-210. Our process is semi-automated and functionally closed to ensure quality product. We have scaled and refined our technology to allow all of our product candidates to be manufactured on the same platform. While we have transferred our current capabilities to various partners for our Phase 1/2 clinical trial of TC-210, we plan to develop our own manufacturing capabilities. We believe this will help us to meet our anticipated demand from a large patient population while allowing direct oversight of quality. Our Strategy Our goal is to cure cancer with our TRuC-T cell therapies. We intend to make a difference in the lives of patients by building a fully integrated cancer immunotherapy company offering the first HLA-independent TCR-T cell therapies. The key components of our strategy are: Rapidly advance our solid tumor pipeline. The FDA cleared the IND for TC-210, our lead mono TRuC-T cell targeting patients with mesothelin-expressing solid tumors in January 2019. We expect to generate data from this first clinical trial in the second half of 2019. Our goal is to obtain FDA Fast Track designations for malignant pleural/peritoneal mesothelioma and cholangiocarcinoma (bile duct cancer), and we believe this will provide the potential for FDA Accelerated Approval based on Phase 2 clinical data. We anticipate filing an IND for our second mono TRuC-T cell, TC-220, targeting patients with MUC16-positive solid tumors, in early 2020. We are also developing product candidates targeting other cancer antigens expressed on solid tumors. Rapidly advance our hematological malignancy pipeline. We intend to file an IND for TC-110, our lead mono TRuC-T cell targeting patients with CD19-positive B-cell hematological malignancies, in the second half of 2019. Our goal is to obtain FDA Fast Track designations for both adult ALL and DLBCL and we believe this will provide the potential for FDA Accelerated Approval based on Phase 2 clinical data. Exploit the versatility of our platform to broaden our pipeline. We have developed several additional tools that may be incorporated into our future product candidates to overcome tumor defense mechanisms, including dual-antigen targeting TRuC-T cells to minimize potential for antigen escape and cancer relapse. Our most advanced dual-antigen targeting programs include a dual mesothelin/MUC16 TRuC-T cell for solid tumors and a dual CD19/CD22 TRuC-T cell for hematological malignancies. We are also evaluating multiple proprietary designs for allogeneic, or off-the-shelf, TruC-T cells. Table of Contents Scale our manufacturing capacity to match our future product needs. We plan to develop our own manufacturing capabilities. We are currently manufacturing GMP-grade clinical lots for TC-210 through third-party contractors. We have also entered into an agreement with Cell Therapy Catapult Limited (Catapult), which will allow us to manufacture our TRuC-T cells using our own personnel at Catapult s facility, while also expanding our capacity to supply future clinical trials. If our clinical trials are successful, given the size of the patient population that can potentially be targeted by our product candidates, we plan to build our own manufacturing plant. Retain significant economic and commercial rights to our product candidates. We currently own all rights to our product candidates and programs and intend to build a fully integrated cancer immunotherapy company. We intend to maintain product rights in key geographies, in particular for TC-210. We believe the versatility of our platform presents an opportunity for us to selectively form collaborations and strategic partnerships to expand our capabilities and product offerings into other therapeutic areas and potentially accelerate the development and maximize the commercial potential of our product candidates. Our Management Team and Founders Our company was founded by MPM Capital executive partner Dr. Patrick Baeuerle, a world-renowned immunologist who previously developed the first commercial bi-specific antibody at Micromet, Inc. (subsequently acquired by Amgen Inc.), currently being used for patients with Philadelphia chromosome negative relapsed or refractory ALL under the tradename Blincyto. We have also benefited from working closely with Dr. Mitchell Finer, an MPM Capital executive partner who has three decades of cell therapy manufacturing experience, including the design of GMP processes for bluebird bio, Inc. and Cell Genesys, Inc. The development of our TRuC-T cell platform has been further supported by the collective expertise and know-how of MPM Capital and its breadth of oncology portfolio companies. Our strategy will be executed by a management team with a strong track record of relevant accomplishments as well as the experience necessary to build a fully integrated cancer immunotherapy company. This includes leading edge scientific innovation and design, process development, clinical development, manufacturing, commercial expertise and business acumen. Key employees include: Our Chief Scientific Officer, Dr. Robert Hofmeister, who developed Bavencio, one of the first PD-L1 inhibitors, while at EMD Serono, Inc., currently being used for patients with metastatic Merkel cell carcinoma and metastatic urothelial carcinoma. Our Chief Medical Officer, Dr. Alfonso Quint s Cardama, who has extensive experience with both CAR-T and TCR-T therapies and was pivotal in the approval process for Kymriah (Novartis) which is one of only two licensed T cell therapies for hematological malignancies. Our Chief Financial Officer, Mr. Ian Somaiya, who was a Wall Street research analyst for two decades with coverage of numerous leading immunotherapy companies. Our Chief Executive Officer, Dr. Garry Menzel, who has extensive operational and transactional expertise having previously served in the C-suite of three healthcare companies and led the biotechnology practices for two leading Wall Street firms, Goldman Sachs & Co. LLC and Credit Suisse Group AG. We have been well-funded to date raising approximately $170 million in capital from investors including founding investors MPM Capital and F2 Ventures and other investors including 6 Dimensions Capital, ArrowMark Partners, Cathay Fortune Corporation, Curative Ventures, Hillhouse Capital Group, MiraeAsset Financial Group and Redmile Group. Table of Contents Risks Associated with Our Business Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled Risk Factors in this prospectus. These risks include, among others: we are a clinical-stage company with a limited operating history, have incurred significant losses since our inception, and anticipate that we will continue to incur significant losses for the foreseeable future; even if this offering is successful, we will need to raise additional funding before we can expect to generate any revenues from product sales; if we are unable to successfully develop our current programs into a portfolio of product candidates, or experience significant delays in doing so, we may not realize the full commercial potential of our current and future product candidates; we are heavily dependent upon the success of our lead product candidates, TC-210 and TC-110, and if we are unable to conduct clinical trials or obtain regulatory approval for our lead product candidates or any other product candidates that we are developing or may identify or develop, our business will be substantially harmed; we are very early in our development efforts and, other than TC-210, all of our product candidates are still in preclinical development. If we are unable to advance our product candidates through clinical development, obtain regulatory approval and ultimately commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed; results of earlier studies may not be predictive of future study or trial results, and we may fail to establish an adequate safety and efficacy profile to conduct clinical trials or obtain regulatory approval for TC-210, TC-110 or any other product candidates that we may pursue; if serious adverse events, undesirable side effects, or unexpected characteristics are identified during the development of any of our product candidates, we may need to delay, abandon or limit our further clinical development of those product candidates; manufacturing and administering our product candidates is complex and we may encounter difficulties in production, particularly with respect to process development or scaling up of our manufacturing capabilities, whether we do so ourselves or through the engagement of third parties; we may acquire and establish our own manufacturing facility and infrastructure in addition to or in lieu of relying on third parties for the manufacture of our product candidates, which will be costly, time-consuming, and which may not be successful; we are highly dependent on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm our business; if we are unable to obtain and maintain sufficient intellectual property protection for TC-210, TC-110, our other product candidates and technologies or any future product candidates, we may not be able to compete effectively in our markets; and our future success depends in part upon our ability to retain our key employees, consultants and advisors and to attract, retain and motivate other qualified personnel. Corporate Information We were incorporated in May 2015 under the laws of the State of Delaware under the name TCR2, Inc. On November 14, 2016, we changed our name to TCR2 Therapeutics Inc. Our principal executive offices are located at 100 Binney Street, Suite 710, Cambridge, Massachusetts 02142, and our telephone number is (617) 949-5200. Our website address is http://www.tcr2.com. The information contained in or accessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Table of Contents Implications of Being an Emerging Growth Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: being permitted to provide only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; reduced disclosure about our executive compensation arrangements; not being required to hold advisory votes on executive compensation or to obtain stockholder approval of any golden parachute arrangements not previously approved; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (SEC). We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. Table of Contents

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