Investing in the common stock involves risks that are described in the “Risk Factors” section beginning on page S-3 of this prospectus supplement.

•our future financial performance, including our expectations regarding key factors driving future performance, our revenue, annual recurring revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, billing/revenue mix, and our pricing and licensing model;

•our ability to navigate the current macroeconomic environment;

•anticipated trends in our business and in the markets in which we operate;

•our ability to anticipate market needs and successfully develop new and enhanced solutions to meet those needs;

•the evolution of technology affecting our offerings, platform and markets, including our plans to continue evolving our technology capabilities;

•our plans to continue investing in research and development and driving innovation to meet customers’ needs and grow our customer base;

•our ability to maintain and expand our customer base and our partner ecosystem;

•our expectations regarding the evolving competitive environment;

•our plans to invest in future growth opportunities that we expect will drive long-term value;

•our ability to sell our offerings and expand internationally;

•our ability to hire and retain necessary qualified employees to grow our business and expand our operations; and

•our ability to adequately protect our intellectual property.

•announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;

•changes in how customers perceive the benefits of our platform;

•shifts in the mix of billings and revenue attributable to perpetual licenses, term licenses and SaaS subscriptions from quarter to quarter;

•departures of our Chief Executive Officer, Chief Financial Officer, one or more executive officers, senior management or other key personnel;

•price and volume fluctuations in the overall stock market from time to time;

•fluctuations in the trading volume of our shares or the size of our public float;

•sales of large blocks of our common stock, including by the Thoma Bravo Funds;

•actual or anticipated changes or fluctuations in our operating results;

•whether our operating results meet the expectations of securities analysts or investors;

•changes in actual or future expectations of investors or securities analysts;

•litigation, data breaches or security incidents involving us, our industry or both;

•regulatory developments in the United States, foreign countries or both;

•general economic conditions and trends; and

•major catastrophic events in our domestic and foreign markets.

•a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

•directors may only be removed for cause, and subject to the affirmative vote of the holders of 66 2/3% or more of our outstanding shares of capital stock then entitled to vote at a meeting of our stockholders called for that purpose;

•the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•allowing only our board of directors to fill vacancies on our board of directors, which prevents stockholders from being able to fill vacancies on our board of directors;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•the requirement that a special meeting of stockholders may be called only by our board of directors, the chair of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our charter relating to the management of our business (including our classified board structure) or certain provisions of our bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

•advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and

•a prohibition of cumulative voting in the election of our board of directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

•600,000,000 shares are designated as common stock; and

•50,000,000 shares are designated as preferred stock.

Board Size; Board of Directors Vacancies; Directors Removed Only for Cause.     Our charter and bylaws provide that, subject to the rights, if any, of the holders of any series of preferred stock outstanding at the time, the size of our board of directors shall be fixed exclusively by the affirmative vote of the majority of directors then in office, and vacant seats can be filled only by the majority of our directors then in office. In addition, for so long as the Thoma Bravo Funds (and their affiliates) continue to beneficially own at least (i) 10% (but less than 20%) of our outstanding common stock, TB Fund XI shall have the right to nominate a number of directors equal to the lowest whole number that is greater than 20% of the total number of directors (but in no event fewer than one director), and (ii) 5% (but less than 10%) of our outstanding common stock, TB Fund XI shall have the right to nominate one director. In addition, subject to the rights, if any, of the holders of any series of preferred stock outstanding at the time, directors may only be removed for cause (as defined in our charter) and only upon the affirmative vote of the holders of 66 2/3% or more of our outstanding shares of capital stock then entitled to vote at a meeting of our stockholders called for that purpose. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our board of directors and will promote continuity of management.

Classified Board.     Our charter and bylaws provide that our board of directors is classified into three classes of directors, with each class serving three-year staggered terms. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of the directors on a classified board of directors.

Stockholder Action; Special Meeting of Stockholders.     Pursuant to Section 228 of the Delaware General Corporation Law, or DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our charter provides otherwise. Our charter provides that our stockholders may not take action by written consent but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. Our charter provides that special meetings of the stockholders, subject to the rights, if any, of the holders of any series of preferred stock outstanding at the time, may be called only upon a resolution approved by a majority of the total number of directors then in office. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations.    Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws specify certain requirements regarding the form and content of a stockholder’s notice. Our bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. Our bylaws also provide that nominations of persons for election to our board of directors and stockholder proposals of other business shall not be brought before a special meeting of stockholders unless such special meeting is in lieu of an annual meeting of stockholders in accordance with the terms of the bylaws. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. Our advance notice bylaw provisions do not apply to nominations of candidates for elections as directors by TB Fund XI. Our bylaws also provide the number of nominees a stockholder may nominate may not exceed the number of directors to be elected at the annual meeting and that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white.

No Cumulative Voting.     The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our charter does not provide for cumulative voting.

Amendment of Charter Provisions and Bylaws.     Our charter may be amended or repealed by the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; provided, however, that, the affirmative vote of not less than 66 2/3% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of not less than 66 2/3% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of Article V (Stockholder Action), Article VI (Directors), Article VII (Limitation of Liability), Article VIII, Article X (Amendment of By-Laws) or Article XI (Amendment of Certificate of Incorporation) of the charter. Our charter provides that our bylaws may be amended or repealed (i) by the board of directors by the affirmative vote of a majority of the directors then in office and (ii) at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting as a single class; provided, however, that if the board of directors recommends that stockholders approve the amendment or repeal at the meeting, such amendment or repeal will only require the affirmative vote of a majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

Issuance of Undesignated Preferred Stock.     Our board of directors has the authority, without further action by our stockholders, to designate and issue shares of preferred stock with rights and preferences, including super voting, special approval, dividend or other rights or preferences on a discriminatory basis. The existence of authorized but unissued shares of undesignated preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

Business Combinations with Interested Stockholders.     We have elected in our charter not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a person or group owning 15% or more of the corporation’s voting capital stock) for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we are not subject to any anti-takeover effects of Section 203 of the DGCL. However, our charter contains

Corporate Opportunity.    Seth Boro and Kenneth “Chip” Virnig, managing partners of Thoma Bravo, currently serve on our board of directors and will continue to serve as directors following completion of this offering. Thoma Bravo may beneficially hold equity interests in entities that directly or indirectly compete with us, and companies in which it currently invests may begin competing with us. As a result of these relationships, when conflicts between the interests of Thoma Bravo, on the one hand, and of other stockholders, on the other hand, arise, these directors may not be disinterested. Under the terms of our charter, to the fullest extent permitted by applicable law, neither Thoma Bravo nor any of its respective affiliated persons have any fiduciary duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as we do and persons affiliated with Thoma Bravo will not be liable for breach of any fiduciary or other duty (whether contractual or otherwise) solely by reason of any such activities of Thoma Bravo or affiliated persons. Transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (i) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approved the transactions, (ii) the material facts relating to the director’s or officer’s relationship or interest are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or (iii) the transaction is otherwise fair to us.

(1)Consists of 4,618,702 shares held directly by Thoma Bravo Fund X, L.P., or TB Fund X, 996,411 shares held directly by Thoma Bravo Fund X-A, L.P., or TB Fund X-A, 21,745,822 shares held directly by Thoma Bravo Fund XI, L.P., or TB Fund XI, 10,747,741 shares held directly by Thoma Bravo Fund XI-A, L.P., or TB Fund XI-A, 473,349 shares held directly by Thoma Bravo Executive Fund XI, L.P., or TB Exec Fund, 391,920 shares held directly by Thoma Bravo Special Opportunities Fund I, L.P., or TB SOF, and 2,883,328shares held directly by Thoma Bravo Special Opportunities Fund I AIV, L.P., or TB SOF AIV. Thoma Bravo Partners X, L.P., or TB Partners X, is the general partner of each of TB Fund X, TB Fund X-A, TB SOF and TB SOF AIV. Thoma Bravo Partners XI, L.P., or TB Partners XI, is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund. Thoma Bravo UGP, LLC is the ultimate general partner of each of TB Partners X and TB Partners XI. By virtue of the relationships described in this footnote, Thoma Bravo UGP, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund X, TB Fund X-A, TB SOF, TB SOF AIV, TB Fund XI, TB Fund XI-A and TB Exec Fund. Each of TB Partners X, TB Partners XI and Thoma Bravo UGP, LLC disclaims beneficial ownership of the shares owned by TB Fund X, TB Fund X-A, TB SOF, TB SOF AIV, TB Fund XI, TB Fund XI-A and TB Exec Fund except to the extent of its pecuniary interest therein. The principal business address of the entities identified herein is c/o Thoma Bravo, L.P., 110 N. Wacker Drive, 32nd Floor, Chicago, Illinois 60606.

•banks, insurance companies or other financial institutions;

•tax-exempt entities, organizations or arrangements or governmental organizations;

•brokers or dealers in stocks, securities or foreign currencies;

•traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes or any other holder subject to mark-to-market treatment;

•partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

•persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue Code;

•persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

•former citizens or long-term residents of the U.S.;

•persons that hold our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction;

•“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax; and

•persons that own, or have owned, actually or constructively, more than 5% of our common stock.

•a non-resident alien individual;

•a foreign corporation or any other foreign organization taxable as a corporation for U.S. federal income tax purposes; and

•a foreign estate or trust, the income of which is not subject to U.S. federal income tax on a net income basis on income or gain from our common stock.

•the non-U.S. holder is an individual who is present in the U.S. for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

•the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the U.S.); or

•our common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

•the issuance shares of common stock upon the exercise of an option, the settlement of restricted stock units or the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this prospectus supplement;

•the issuance of shares of common stock pursuant our employee equity-based compensation plans, incentive plans, stock plans, or other arrangements in place as of the date of this prospectus supplement;

•the filing of a registration statement on Form S-8 in connection with the registration of securities granted or to be granted pursuant to any employee equity-based compensation plan, incentive plan, stock plan or dividend reinvestment plan adopted and approved by the our board of directors us; and

•the issuance shares of common stock in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with another entity in connection with its acquisition by us or any of our subsidiaries of such entity; provided that the aggregate number of shares that we may issue pursuant to exceptions described in this bullet point shall not exceed 5% of the total number of shares of common stock issued and outstanding as of the date of this prospectus supplement.

•the sale of shares of common stock to the underwriter pursuant to the underwriting agreement in this offering;

•subject to certain limitations, a bona fide gift or gifts;

•subject to certain limitations, transfers by any person to any immediate family member or any trust for the direct or indirect benefit of the transferor or the immediate family of the transferor that does not involve a disposition for value;

•subject to certain limitations, transfers by any person by will or intestate succession;

•shares of common stock acquired by such person in open market transactions after the date of this prospectus supplement;

•subject to certain limitations, transfers by any person to affiliates or to any investment fund or other entity controlled or managed by, or under common control with such person transferor that does not involve a disposition for value;

•subject to certain limitations, transfers by any person pursuant to a distribution, transfer or disposition without consideration to stockholders, partners, members or other equity holders of such person;

•subject to certain limitations, the surrender or forfeiture of our securities to us to satisfy tax withholding obligations upon vesting or settlement or restricted stock units or the cashless net exercise of awards granted under a stock incentive plan;

•subject to certain limitations, the repurchase by us of shares of common stock issued under a stock incentive plan in connection with the termination of such person’s relationship with us;

•transfers by any person of such securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of our common stock involving a change of control of ownership of us that has been approved by our board of directors;

•subject to certain limitations, transfers by any person pursuant to a qualified domestic order or in connection with a divorce settlement;

•subject to certain limitations, the establishment by any person of a written plan intended to meet the requirements of Rule 10b5-1 under the Exchange Act; and

•sales of shares of common stock made pursuant to written plan intended to meet the requirements of Rule 10b5-1 established prior to the date of this prospectus supplement.

1.to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

2.to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of representative for any such offer; or

3.in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

1.a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

2.a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

a.to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

b.where no consideration is or will be given for the transfer;

c.where the transfer is by operation of law; or

d.as specified in Section 276(7) of the SFA.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.dynatrace.com. Our website is not a part of this prospectus supplement and is not incorporated by reference in this prospectus supplement.

•our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on May 25, 2023;

•our Quarterly Reports on Form 10-Q for the three months ended June 30, 2023 filed with the SEC on August 2, 2023 and for the three months ended September 30, 2022 filed with the SEC on November 2, 2023;

•our Current Reports on Form 8-K filed with the SEC on April 21, 2023, May 26, 2023, June 5, 2023 (except for Item 7.01), July 31, 2023, August 25, 2023 and August 30, 2023 (except for Item 7.01);

•the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on July 30, 2019, and as set forth in the description of our common stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on May 25, 2023, including any amendment or report filed for the purpose of updating such description; and

•the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended March 31, 2023 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed), which was filed with the SEC on July 12, 2023.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERENCED UNDER THE HEADING “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AS WELL AS THOSE CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS, AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT.

This prospectus is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules of the SEC. We are subject to the information requirements of the Securities Exchange Act of 1934 as amended, or the Exchange Act, and, in accordance therewith, file annual, quarterly and special reports, proxy statements and other information with the SEC. These documents may be accessed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, or EDGAR, via electronic means, including the SEC’s home page on the Internet (www.sec.gov).

We have the authority to designate and issue more than one class or series of stock having various preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption. See “Description of Securities.” We will furnish a full statement of the relative rights and preferences of each class or series of our stock which has been so designated and any restrictions on the ownership or transfer of our stock to any stockholder upon request and without charge. Written requests for such copies should be directed to Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, MA 02451, Attention: Secretary, or by telephone request to (781) 530-1000. Our website is located at www.dynatrace.com. Information contained on our website is not incorporated by reference into this prospectus and, therefore, is not part of this prospectus or any accompanying prospectus supplement.

•our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on May 25, 2023;

•our Quarterly Reports on Form 10-Q for the three months ended June 30, 2023 filed with the SEC on August 2, 2023 and for the three months ended September 30, 2022 filed with the SEC on November 2, 2023;

•our Current Reports on Form 8-K filed with the SEC on April 21, 2023, May 26, 2023, June 5, 2023 (except for Item 7.01), July 31, 2023, August 25, 2023 and August 30, 2023 (except for Item 7.01);

•the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on July 30, 2019, and as set forth in the description of our common stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on May 25, 2023, including any amendment or report filed for the purpose of updating such description; and

•the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended March 31, 2023 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed), which was filed with the SEC on July 12, 2023.

You may also access these documents free of charge on the SEC’s website at www.sec.gov or on our website at www.dynatrace.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.

Our principal executive offices are located at 1601 Trapelo Road, Suite 116, Waltham, MA 02451. Our website is located at www.dynatrace.com. The information on, or that can be accessed through, our website does not constitute part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock. Our common stock trades on the New York Stock Exchange under the symbol “DT.”

Common Stock. We may issue and/or sell, as applicable, shares of our common stock from time to time. Holders of shares of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders and do not have cumulative voting rights. Subject to the preferences that may be applicable to any then-outstanding preferred stock, the holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

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

Warrants. We may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently or together with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the particular series of warrants being offered, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

Units. We may issue, in one or more series, units consisting of common stock, preferred stock, and/or warrants for the purchase of common stock and/or preferred stock in any combination. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the

Debt Securities. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. This summary of certain provisions of the debt securities we may issue is not complete, and we urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the particular series of debt securities being offered, as well as the complete indenture that contains the terms of the debt securities. The actual indenture we enter into in connection with an offering of debt securities may differ significantly from the form of indenture we have filed. We will file as exhibits to the registration statement of which this prospectus is a part, the form of indenture and any supplemental agreements that describe the terms of the series of debt securities we are offering before the issuance of the related series of debt securities.

•through underwriters;

•on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

•in the over-the-counter market;

•in transactions other than on these exchanges or systems or in the over-the-counter market;

•through dealers;

•through agents;

•directly to purchasers;

•in privately negotiated transactions;

•in an exchange distribution in accordance with the rules of the applicable exchange;

•in an “at the market offering”, within the meaning of Rule 415(a)(4) of the Securities Act; or

•through a combination of any of these methods or any other method permitted by law.