[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","wz1wsy6n96vxwvuqp80fimj7v","revision",2,"title","Alpha Teknova 计划以每股5美元发行800万股普通股","originalTitle","Alpha Teknova, Inc. (0001850902) (Filer)","summary","Alpha Teknova 计划以每股5.00美元的价格公开发行800万股普通股，预计总筹资额为4000万美元，净募资约3760万美元。承销商包括TD Cowen、William Blair等。截至2026年9月30日，公司现金及短期投资约为1660万美元。公司预计2026年第三季度收入同比增长19%至21%。","reason","本次发行将显著稀释现有股东权益，且公司现金流紧张，需关注募集资金对改善财务状况的实际效果。","source",{"_12":89,"_90":91,"_9":92,"_93":42,"_94":95,"_96":97},"links",{"_86":87,"_77":88},"publishedAt","2026-10-21T20:36:22.000Z","discoveredAt","2026-10-21T20:51:44.327Z","timelineAt","category","ai-products","tags",[83,84,85],"stockSymbols",[82],"score",65,"selected",true,"channel","news","story",{"_72":73,"_16":74},"x","readingMode","full","author","language","body",{"_64":76,"_77":-5,"_78":79,"_80":81},"outline",[],"relatedStories",[75],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":15,"_69":70,"_71":70},"hasTranslation","bodyLanguage","zh","factId","fc0gMQ43IxgE",{"_72":73,"_16":74},"reportCount","additionalSourceCount",0,"developmentCount","publicId","63563e96-b369-4cda-a0b8-5e8d682cf0c5","Alpha Teknova 定增800万股，每股5美元",{"_72":73,"_16":74},"

根据规则424(b)(5)提交
注册编号 333-288613

招股说明书补充材料

（截至2025年7月 10日的招股说明书）

\n\n\n $\"LOGO\"$ \n

Alpha Teknova, Inc.

8,000,000 股普通股

我们正在出售8,000,000 股普通股，面值为每股0.00001 美元。

我们的普通股在纳斯达克全球市场上市，股票代码为“TKNO”。2026年10月 19日，根据纳斯达克全球市场报告，我们普通股的最后交易价格为每股6.80 美元。

我们是一家“新兴成长公司”和“较小报告公司”，根据适用的联邦证券法，我们已选择遵守本招股说明书补充材料和未来向证券交易委员会提交的文件中的某些减少的上市公司报告要求。详见“招股说明书补充材料摘要—作为新兴成长公司和较小报告公司的含义。”

我们的业务和投资我们的普通股涉及重大风险。这些风险在本招股说明书补充材料第 S-13页开始的“风险因素”标题下有描述，以及在本招股说明书补充材料和附带招股说明书引用的文件中的类似标题下也有描述。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	每股		总计
公开发行价格	$	5.0000		$	40,000,000
承销折扣和佣金⁽¹⁾	$	0.3000		$	2,400,000
扣除费用前的收益	$	4.7000		$	37,600,000

\n\n\n

⁽¹⁾	详见第 S-20页开始的“承销”部分，以获取有关承销商报酬的更多信息。

我们已授予承销商30天的期权，以每股公开发行价格减去承销折扣和佣金的价格，从我们这里购买最多1,200,000 股普通股。

证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未对本招股说明书补充材料或附带招股说明书的充分性或准确性发表意见。与此相反的任何陈述都是刑事犯罪。

承销商预计将于2026年10月 22日左右在纽约州纽约市交付普通股股票。

联合主承销商

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


TD Cowen		William Blair

主承销商

\n\n\n\n\n\n\n\n\n\n

Craig-Hallum

副承销商

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Stephens Inc.		Roth Capital Partners

本招股说明书补充材料日期为2026年10月 21日

招股说明书补充材料

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关于本招股说明书补充材料			S-1
关于前瞻性声明的警示性声明			S-3
招股说明书补充材料摘要			S-6
本次发行			S-11
风险因素			S-13
市场和行业数据			S-15
募集资金的使用			S-16
稀释			S-17
股息政策			S-19
承销			S-20
法律事项			S-28
专家			S-28
您可以找到更多信息的地点			S-28
引用某些信息			S-29

招股说明书

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


关于本招股说明书			i
摘要			1
风险因素			5
募集资金的使用			6
关于前瞻性声明的披露			7
资本股票的描述			10
债务证券的描述			18
认股权证的描述			27
权利的描述			30
单位介绍			31
证券的法律所有权			32
发行计划			35
法律事项			37
专家			37
您可以获取更多信息的地方			38
重要信息引用			39

关于本招股说明书补充文件

本招股说明书补充文件和附带的招股说明书是我们在美国证券交易委员会（“SEC”）提交的Form S-3注册声明的一部分，采用“货架”注册流程。根据此货架注册流程，我们可以在一次或多次发行中出售我们在货架注册声明中包含的基底招股说明书中描述的任何组合的证券，总发行价格上限为2.25亿美元。

我们通过两份单独的文件向您提供有关我们普通股发行的信息，这两份文件装订在一起：\n(1) 本招股说明书补充文件，其中描述了本次发行的具体细节；以及 (2) 附带的招股说明书，其中提供了通用信息，其中一些可能不适用于本次发行。通常，当我们提到“招股说明书”时，我们指的是这两份文件的组合。如果本招股说明书补充文件中的信息与附带的招股说明书不一致，您应以本招股说明书补充文件为准。但是，如果其中一份文件中的任何陈述与另一份文件中的陈述不一致，且后者日期较晚（例如，本招股说明书补充文件中引用的文件），则日期较晚的文件中的陈述将修改或取代较早的陈述，因为自较早日期以来我们的业务、财务状况、经营成果和前景可能已发生变化。

我们和承销商均未授权任何人提供除本招股说明书补充文件、随附招股说明书以及我们或代表我们编制或向您提及的任何自由文本招股说明书所包含或引用的信息以外的任何信息。我们和承销商对其他人可能提供给您的任何其他信息不承担任何责任，也无法保证其可靠性。我们和承销商在任何未被授权发出要约或征求要约的司法管辖区，或在该司法管辖区内发出要约或征求要约的人不具备资格的司法管辖区，均不进行出售或征求购买我们证券的要约，或向任何法律禁止发出要约或征求要约的人发出要约。您应假设本招股说明书补充文件、随附招股说明书、本招股说明书所引用的文件以及我们可能授权与本次发行一起使用的任何自由文本招股说明书中的信息，仅在相应文件的日期有效。\n我们的业务、财务状况、经营成果和前景可能自上述日期以来已发生变化。在做出投资决策之前，您应完整阅读本招股说明书补充文件、随附招股说明书、本招股说明书补充文件中引用的文件、随附招股说明书以及我们可能授权与本次发行一起使用的任何自由文本招股说明书。您还应阅读并考虑本招股说明书补充文件中“您可获取更多信息的地方”和“某些信息的引用纳入”部分中我们向您提及的文件中的信息。

我们仅在允许要约和销售的司法管辖区提供出售普通股的要约并征求购买要约。本招股说明书补充文件和随附招股说明书的分发以及普通股在某些司法管辖区的发行可能受到法律限制。任何位于美国以外地区的人士若获得本招股说明书补充文件和随附招股说明书，必须了解并遵守有关普通股发行以及在美国以外地区分发本招股说明书补充文件和随附招股说明书的任何限制。本招股说明书补充文件和随附招股说明书不构成，且不得与任何人在任何司法管辖区出售证券的要约或征求购买证券的要约有关，而该人在此类司法管辖区进行此类要约或征求要约是非法的。

我们进一步指出，我们在任何文件中作为附件提交的协议中作出的陈述、保证和承诺，仅是为了相关协议各方的利益，包括在某些情况下为了在协议各方之间分配风险，不应被视为对我们作出的陈述、保证或承诺。此外，此类陈述、保证或承诺也

S-1

仅在作出日期时准确。因此，此类陈述、保证和承诺不应被视作准确反映我们当前状况的依据。

除非上下文另有要求，本招股说明书中的“Teknova”、“公司”、“我们”、“我们”和“我们的”指代Alpha Teknova, Inc. 关于我们的通用信息可在我们的网站上找到，网址为www.teknova.com。我们网站上的信息仅用于信息目的，不应被用于投资目的。我们网站上的信息未被引用纳入本招股说明书补充文件，也不应被视为本文件或任何其他向美国证券交易委员会提交的文件的一部分。我们仅将我们的网站地址包含在本招股说明书补充文件中，作为非活动文本引用。

S-2

关于前瞻性声明的警示声明\n

本招股说明书补充文件、随附的招股说明书以及通过引用并入本文件的文件，以及我们公开发布的其他声明和信息，包含根据《1933年证券法》（经修订）第27A条（“证券法”）和《1934年证券交易法》（经修订）第21E条（“交易法”）定义的前瞻性声明，这些声明受风险和不确定性的制约。我们希望此类前瞻性声明受到《1995年私人证券诉讼改革法案》中包含的前瞻性声明安全港条款的保护，并包含此声明以符合这些安全港条款。这些前瞻性声明包括有关我们业务、财务状况、流动性、经营成果、计划和目标的可能、估计或假设的未来结果的信息。前瞻性声明通常可通过使用诸如“可能”、“将”、“会”、“应该”、“潜在”、“打算”、“期望”、“预期”、“预计”、“估计”、“大约”、“相信”、“可能”、“预计”、“继续”、“计划”、“未来”、“很可能”、“预测”、“假设”、“目标”、“寻求”、“如果”、“可能”、“可以”或其他类似词语或表达方式来识别。

此类前瞻性声明基于我们目前的信念、假设和对未来表现的预期。由于许多潜在事件或因素可能导致这些信念、假设和预期发生变化，而其中并非所有因素我们都已知。我们提醒我们的股东和其他读者不要过分依赖此类声明。如果发生任何变化，我们的业务、财务状况、流动性、经营成果、计划和其他目标可能与我们前瞻性声明中表达的内容有重大差异。在您做出关于我们证券的投资决策时，应仔细考虑这一风险。

本招股说明书补充文件中或通过引用并入本文件中的任何关于我们的期望、信念、计划、目标、假设或未来事件或业绩的陈述都不是历史事实，而是前瞻性声明。这些声明受已知和未知的风险、不确定性和假设的影响，可能导致实际结果与前瞻性声明所预测或暗示的有重大差异，包括以下内容：

\n\n\n\n\n

•

一般经济、市场或商业状况以及我们业务所处的具体行业和市场的情况，这可能会影响客户对我们产品的需求；

\n\n\n\n\n

•

我们履行公开宣布的指导方针或其他对公司预期的能力；\n

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•

我们未来的财务表现，包括我们的收入、收入成本和运营费用；\n

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•

我们增长盈利能力的能力；

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•

我们扩大业务和增加产能的能力；

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我们短期内和长期内现金的预期用途以及流动性来源的充足性；\n

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我们应对针对我们的诉讼并减轻任何法律诉讼的不利结果的能力以及针对我们的诉讼或索赔的实质；

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•

我们最近的亏损历史以及我们作为持续经营的能力；

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•

我们限制应收账款和信用风险暴露的能力；

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•

我们未来为促进预期增长而增加设施的投资；\n

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我们未来用于追求潜在收购的资本用途，如果有的话，这将进一步或加速我们的战略；\n

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•

我们未来通过股权或债务融资来执行业务战略的用途；

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我们利用各种通常适用于上市公司的报告要求的某些豁免的能力；

S-3

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•

我们根据《2012年振兴美国创业公司法案》（“JOBS法案”）作为新兴成长公司的资格期间的预期，以及到2026年12月31日财政年度结束时预计失去新兴成长公司地位的影响；

\n\n\n\n\n

•

任何大流行、流行病或传染病爆发、自然灾害、地缘政治动荡、战争、恐怖主义、公共卫生问题或其他灾难性事件对我们业务以及我们积极管理应对这些事件能力的影响；

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•

我们未来采用关键会计政策和估计；

\n\n\n\n\n

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我们增加规模和产能或以其他方式有效调整制造流程和系统以应对市场需求的能力；

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•

来自更多公司进入市场以及市场上更多先进技术可用的竞争加剧的影响；

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在我们业务的各个方面（包括我们的质量体系、面向客户的活动、根本原因分析和投诉调查）使用人工智能或其他相关新兴技术，以及这些技术可能加剧竞争、运营、监管、法律、网络安全、知识产权、合规及其他风险；

\n\n\n\n\n

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我们招聘和留住关键人员的能力；

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我们以有利条件或甚至获得资本的能力；

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我们从针对新兴治疗和诊断模式的产品中产生未来收入增长的能力；

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成本增加对我们运营的影响，包括材料、劳动力、通货膨胀和利率；\n

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我们使用手头现金来满足当前和未来的财务义务，包括资助我们的运营、债务偿还要求和资本支出；

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我们修订和重述的公司章程中独家论坛条款的可执行性；\n

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我们的客户对产品不符合规格、缺陷和错误的敏感性；

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我们产品免除遵守《美国食品、药品和化妆品法案》的可用性；

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我们未来确保和维持稳定原材料供应的能力；

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我们维持有助于我们成功的公司文化的能力；

\n\n\n\n\n

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我们的产品在广泛市场中的市场竞争力以及我们在目标市场中成功或产生收入的机会；

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美国（U.S.）和其他国家的监管发展；

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收入确认规则和其他因素对我们财务结果的影响；

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我们获得、维持和执行对我们当前和未来产品（包括保护我们的商业秘密、商标和商号）的知识产权保护的能力；

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作为上市公司所涉及的持续费用；以及

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本次发行的预期资金用途。

您应完整阅读本招股说明书补充文件、附带的招股说明书以及引用的文件，并理解我们的实际未来结果可能与我们目前的预期有重大不同。我们的业务和运营将受到各种风险、不确定性和其他因素的影响。因此，实际结果和经验可能与这些内容有重大差异。

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\n任何前瞻性声明中包含的内容。可能导致实际结果和经验与预测结果不同的风险、不确定性和其他因素包括但不限于本招股说明书补充文件、附带的招股说明书以及本文引用的文件中总结的“风险因素”及其他部分所述内容。

本招股说明书补充文件中出现的信息仅在文件封面所示日期准确，我们引用的任何信息仅在引用文件的日期准确，无论本招股说明书补充文件的交付时间或任何证券的销售时间如何，我们的业务、财务状况、经营成果和前景可能自该日期以来已发生变化。由于上述风险因素可能导致实际结果或结果与我们或我们代表作出的任何前瞻性声明中表达的内容有重大差异，因此您不应过度依赖任何前瞻性声明。此外，任何前瞻性声明仅在作出该声明的日期有效。新的因素会不断出现，我们无法预测哪些因素会出现。此外，我们无法评估每个因素对我们的业务的影响程度，也无法评估任何因素或因素组合可能使实际结果与任何前瞻性声明中包含的内容有重大差异的程度。本招股说明书中的所有书面或口头的前瞻性声明，以及在本招股说明书补充文件发布日期之后由我们或代表我们行事的人作出的任何前瞻性声明，均受本招股说明书中的风险因素和警示性声明的全面限定。除非法律要求，我们不承担在本招股说明书补充文件发布日期之后或不可预见事件发生后公开修订此类前瞻性声明的义务。

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招股说明书补充文件摘要

本摘要包含关于我们及本次发行的基本信息。本摘要突出了本招股说明书补充文件中其他部分或通过引用并入本招股说明书补充文件中的选定信息。本摘要并不完整，可能未包含所有对您而言可能重要且在决定是否投资我们的证券前应考虑的信息。为了更全面地了解Teknova及本次发行，您应仔细阅读本招股说明书补充文件，包括通过引用并入本招股说明书补充文件的信息，全文阅读。投资我们的证券涉及的风险在本招股说明书补充文件中“风险因素”标题下、在我们截至2025年12月31日的年度报告10-K表中的“第1A项：风险因素”、在我们截至2026年3月31日和2026年6月30日的季度报告10-Q表中的“第1A项：风险因素”，以及我们在证券交易委员会的其他文件中均有描述。

公司概况

我们是生命科学领域发现、开发和商业化新疗法、疫苗和分子诊断产品的关键试剂的主要生产商。我们的客户超过3000家，涵盖了生命科学市场的各个阶段，包括领先的制药和生物技术公司、合同开发和生产企业、体外诊断特许经营商，以及学术界和政府研究机构。我们的公司建立在我们对制造工艺和基础设施的知识、方法和专有技术之上，这些工艺和基础设施高度灵活且可配置。这些专有工艺使我们能够以较短的交货时间和规模生产高质量、定制化的产品，覆盖客户产品开发的所有阶段，包括商业化。

我们在制造客户指定配方方面具有丰富的经验，并已证明能够快速地制造和交付我们的产品给客户。由于我们在原料采购、化学配方和质量控制方面的专长，这些专长是在超过二十年的时间里发展起来的，我们通常能够在收到订单后数周内将新产品投入生产。这可以使我们的客户在数周内收到产品，而传统生产环境中的其他供应商可能需要数月时间。我们的工艺设计用于处理各种客户要求的输入，这些输入可能因数量、化学配方、质量规格、容器类型和运输要求而异，从而使得我们的产品在生命科学市场中得到广泛使用。我们的专有能力和产品支撑了我们在客户产品开发和商业化活动中的价值，并使我们能够随着客户的增长而扩展，支持他们对更大数量材料的需求，以及满足日益严格的监管要求。

我们提供三种主要产品类型：用于细胞生长和克隆的预浇注培养基平板；用于细胞扩增的液体微生物培养基和补充剂；以及用于样本操作、重悬和纯化的分子生物学试剂。我们通常在客户的产品开发初期阶段就开始与他们合作，在这个阶段，他们使用我们的现成（目录）配方进行初步实验。随着客户的产品开发进展，他们开始需要性能更优、数量更大或符合良好生产规范（“GMP”）要求（见下文）的产品时，他们通常会订购更高价值的定制产品或GMP级产品。我们认为我们产品组合的定制性质使我们成为客户的重要、可信赖的供应商。

由于广泛的验证和客户忠诚度，部分原因是我们定制产品的周转时间很快，我们的客户经常将它们作为组件整合到他们自身产品的生命周期中，我们认为他们因此不太可能用其他替代品替换Teknova的组件。因此，我们的客户关系通常持续多年，并有助于推动持续的业务。此外，我们致力于通过持续投资于客户服务、运营基础设施、质量体系和制造流程来提供高水平的客户满意度。

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\n在2025年，我们实现了年度客户保留率约为95%，针对年采购额超过10,000美元的客户，这约占我们客户总数的15%，约占该时期年度收入的85%。我们认为，由于我们一贯提供高质量的定制产品并提供卓越的客户服务，Teknova品牌在美国生命科学行业已广为人知。

我们参与多个市场，因为客户在生命科学行业的多个领域使用我们的产品，包括在细胞和基因治疗研究、开发和生产等高增长领域。随着时间的推移，美国食品药品监督管理局已批准了多项细胞和基因治疗方法，根据再生医学联盟的报告，欧洲联盟（“EU”）也批准了多项。根据再生医学联盟的报告，2025年期间，美国和欧盟的细胞和基因治疗领域继续获得监管批准，这得到了2026年预计提交监管申请的大量公司的支持。

我们认为，我们的增长前景还将受益于其他领域的发展，包括mRNA疫苗、液体活检和基因组学。\n我们认为将推动我们未来增长的关键行业因素包括：

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在新兴治疗模式（如细胞和基因治疗、mRNA和下一代抗体，如抗体药物偶联物和多特异性抗体）的开发中对定制试剂用于纯化的需求；

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对单一、灵活的端到端供应商日益增长的需求，该供应商可以提供“仅限研究使用”（“RUO”）以及GMP级、定制、按需产品，并且周转时间短；

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在受复杂和严格监管要求的开发和制造过程中，GMP级产品的重要性；

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对能够根据客户需求快速扩大或缩小生产规模的供应商的需求；\n和

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对使用一次性生物反应器的需求不断增长，这导致了小于2000升的生产规模使用量增加。

我们的许多产品及其用途的性质要求它们必须由经验丰富的人员在无菌环境中制造，遵循严格的操作程序以确保质量。我们在加利福尼亚州霍利斯特的设施中生产产品，这些设施专门建造以满足客户对定制、RUO或GMP等级输入组件的需求。

如需完整描述我们的业务、财务状况、经营成果和其他重要信息，请参阅我们向美国证券交易委员会（SEC）提交的文件，这些文件已通过引用纳入本招股说明书，包括我们截至2025年12月31日止年度的10-K表格年度报告，以及截至2026年3月31日和2026年6月30日止季度的10-Q表格季度报告，以及我们未来向SEC提交的其他报告可能随时对这些文件进行修订、补充或取代，这些文件已通过引用纳入本招股说明书补充文件。有关如何获取这些文件副本的说明，请参见“您可以在哪里找到更多信息”。

有关我们业务战略执行相关风险的讨论，请参见本招股说明书补充文件中的“风险因素”部分。

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最新进展

2026年第三季度初步未经审计的财务结果

以下列出了截至2026年9月30日的三个月以及截至2026年9月30日的某些初步未经审计的财务结果：

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截至2026年9月30日的三个月收入预计在1250万美元至1270万美元之间。

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截至2026年9月30日的三个月毛利率预计在36.0%至38.0%之间。

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截至2026年9月30日的三个月调整后EBITDA预计在-120万美元至-100万美元之间。

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截至2026年9月30日的现金及短期投资预计为1660万美元。\n

公司截至2026年9月30日的三个月及九个月的总收入预计比去年同期增长19%至21%。公司截至2026年9月30日的三个月毛利率预计比去年同期扩大500至700个基点，主要由收入增长驱动。公司预计调整后EBITDA将比去年同期至少改善25%，这得益于持续的成本控制。

公司截至2026年9月30日的三个月及九个月的财务报表尚未公布。因此，上述信息反映了公司的初步估计，需在完成公司的财务结算程序以及可能因公司财务报表季度审查完成而产生的调整后才能确定。因此，这些初步估计可能与公司完成并公开披露的季度财务报表中的实际结果有所不同。这些初步估计可能会发生变化，且这些变化可能具有重大影响。

公司对上述讨论期间未经审计业绩的预期基于管理层的估计，并由管理层负责。公司的独立注册公共会计事务所并未对这些初步结果进行审计、审阅或执行任何程序，因此，该事务所不对这些结果发表意见或提供任何其他形式的保证。

非GAAP财务指标的调节

调整后EBITDA是一项非GAAP财务指标，其编制并不遵循GAAP，并且可能与其他公司的非GAAP财务指标不同。我们的管理层认为，使用这项非GAAP财务指标为投资者提供了一种额外的工具，用于评估公司的持续经营业绩和趋势。这项非GAAP财务指标不应单独考虑，也不应作为GAAP确定的财务指标的替代。调整后EBITDA是一项非GAAP财务指标，等于净损失，这是基于GAAP的最直接可比财务指标，扣除利息支出、所得税支出、折旧和摊销以及基于股票的薪酬支出。

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以下是净收入（与调整后EBITDA最直接可比的GAAP财务指标）的调节：

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*（单位：千美元）*		\n *截至2026年9月30日的三个月* \n *（预计）*
净损失		$(3,694) - $(3,494)
加回：
净利息支出		(259)
所得税拨备		34
折旧支出		1,302
无形资产摊销支出		287

EBITDA		$(1,812) - $(1,612)

其他及非经常性费用：
基于股票的薪酬支出		612

调整后EBITDA		$(1,200) - $(1,000)

公司信息

公司成立于1996年，最初于2000年5月30日在加利福尼亚州注册，公司名称为“eTeknova, Inc.”。2019年1月11日，公司提交了合并证书，并与Alpha Teknova, Inc.（一家特拉华州公司）合并，后者作为存续实体继续存在，并保留“Alpha Teknova, Inc.”的公司名称。

2021年6月，我们完成了普通股的首次公开发行。我们的普通股在纳斯达克全球市场上市，交易代码为“TKNO”。Telegraph Hill Partners Management Company LLC通过其附属公司Telegraph Hill Partners IV, L.P.、THP IV Affiliates Fund, LLC、Telegraph Hill Partners V, L.P.和THP V Affiliates Fund, LLC，仍然是我们的控股股东。

主要执行办公室及附加信息

我们的主要执行办公室位于加利福尼亚州霍利斯特市伯特大道2451号，邮编95023。我们的电话号码是(831) 637-1100。我们的网址是www.teknova.com。本网站上包含的任何信息，或可通过本网站访问的信息，均未通过引用纳入，也不构成本招股说明书的任何部分，不应作为与我们证券投资决策相关依据。我们有义务向美国证券交易委员会（SEC）提交年度、季度和当前报告、代理声明及其他信息。您可以通过访问美国证券交易委员会的网站http://www.sec.gov，免费获取我们提交给美国证券交易委员会的任何文件。我们仅在本招股说明书补充文件中包含我们的网址作为非活动文本引用。

作为成长型公司和小规模报告公司的含义

我们符合《就业促进法案》（JOBS Act）中定义的“成长型公司”标准。只要我们符合成长型公司的标准，我们就可以利用某些报告要求的豁免和其他通常适用于上市公司的负担。这些规定包括但不限于：

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财务数据方面的义务减少，包括仅提供两年的审计财务报表；

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免于遵守《萨班斯-奥克斯利法案》第404条的审计师鉴证要求；

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在我们的定期报告、代理声明和注册声明中，关于高管薪酬安排的披露减少；以及

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免于遵守关于高管薪酬或金降落伞安排的非约束性咨询投票要求。

此外，根据《就业促进法案》，成长型公司可以延迟采用新的或修订的会计准则，直到这些准则适用于私营公司。我们已选择利用这一豁免，因此我们将不受与其他非成长型公司或已选择退出使用该延长过渡期的上市公司相同的新的或修订的会计准则约束，这可能使我们的财务报表与其他上市公司的财务报表比较更加困难。我们可以在不再符合成长型公司标准之前，或就某些新制定或修订的会计准则的采用而言，在我们不可撤销地选择退出使用延长的过渡期之前，继续利用这些报告豁免。

根据《就业促进法案》，我们将在以下最早发生之日仍被视为成长型公司：

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我们年度总收入达到12.35亿美元或以上的财年的最后一天；\n

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我们首次公开发行结束日期后的第五个财年结束之日；\n

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我们在过去三年中发行了超过10亿美元不可转换债务的日期；以及\n

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我们根据《交易法》被认定为“加速大型填报者”的日期（即，我们（i）在最近完成的第二个财季的最后一个营业日，每年衡量的非关联方持有的本公司普通股超过7亿美元，且（ii）已上市至少12个月后的财年的第一天）。

我们也是《交易法》中定义的“较小的报告公司”。即使我们不再是新兴成长公司，我们仍可能继续是较小的报告公司。在确定（i）我们由非关联方持有的有投票权和无投票权普通股的市值在我们最近完成的第二个财季的最后一个营业日达到或超过2.5亿美元，且我们最近完成的财年营业收入超过1亿美元，或（ii）我们由非关联方持有的有投票权和无投票权普通股的市值在我们最近完成的第二个财季的最后一个营业日达到或超过7亿美元后，我们可能会继续利用某些适用于较小报告公司的简化披露信息。因此，本招股说明书中的信息以及我们未来向投资者提供的信息可能与您从其他公开报告公司获得的信息不同。

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本次发行

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我们发行的普通股

8,000,000股我们的普通股。

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购买额外股份的选择权

我们已授予承销商一项为期30天的选择权，自本招股说明书补充文件发布之日起，可以按公开发行价格减去承销折扣和佣金，从我们这里购买最多额外的1,200,000股普通股。

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本次发行后我们流通的普通股数量⁽¹⁾

61,702,534股（如果承销商全部行权购买额外的普通股，则为62,902,534股）。

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资金用途	我们估计此次发行的净收益约为3,760万美元，如果承销商全部行权购买额外股份，则约为4,320万美元，扣除承销折扣和佣金以及我们应付的预计发行费用后。

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我们目前计划将此次发行的净收益用于一般公司用途（包括可能偿还我们部分未偿债务义务）。我们保留权利，根据管理层的单独决定，根据我们业务的发展和其他因素重新分配此次发行的收益。详见本招股说明书补充文件第S-16页的“资金用途”。

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风险因素	投资我们的证券存在很高的风险。请参阅本招股说明书补充文件第S-13页开始的“风险因素”及其他包含或引用的信息，了解在投资我们的证券前应仔细考虑的因素。

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纳斯达克全球市场上的股票代码

“TKNO”

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(1)	本次发行后我们流通的普通股数量基于2026年9月30日的53,702,534股普通股流通量，并且在2026年9月30日，分别排除了：

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6,417,264股普通股，根据我们2016年股票计划（经修订）、2020年股权激励计划（经修订）和2021年股权激励计划（“2021计划”）下已发行的股票期权行权可获得，加权平均行权价为每股3.34美元；

\n\n\n\n\n

•

22,535股普通股，根据2021计划下未完成的限制性股票单位结算而预留发行。

\n\n\n\n\n

•

4,389,488 股普通股预留用于根据2021计划未来授予的奖励（该股数包括根据该计划条款规定的年度增加额，该条款规定从2022年1月1日起开始的十年期间，每年1月1日可能增加的股数，金额等于前一年12月31日已发行普通股总数的

S-11

\n\n\n

%，但不包括2025年1月1日或2026年1月1日的任何此类增加额，因为公司决定不实施这些日期的增加额，也不包括后续任何年度的可能增加额）；以及

\n\n\n\n\n

•

1,168,142 股普通股预留用于根据我们的2021员工股票购买计划未来授予的奖励（该股数包括根据该计划条款规定的年度增加额，该条款规定从2022年1月1日起开始的十年期间，每年1月1日可能增加的股数，金额为前一历年的12月31日已发行普通股总数的（i）1%或（ii）319,911股中的较小者（但不包括2025年1月1日或2026年1月1日的任何此类增加额，因为公司决定不实施这些日期的增加额，也不包括后续任何年度的可能增加额）。

此外，本次发行后我们普通股的流通股数不包括我们可能根据与Cowen and Company, LLC签订的销售协议（“销售协议”）出售的普通股，该协议已于2023年3月30日转让给TD Securities (USA) LLC作为其继承方。截至本招股说明书补充文件的日期，我们可能根据销售协议出售最多5000万美元的普通股，该协议在本次发行导致的锁定期满或放弃后，我们仍有剩余可售股份；然而，我们目前没有与销售协议条款相关的有效招股说明书，除非提交新的招股说明书、招股说明书补充文件或新的注册声明，否则我们不会根据销售协议出售普通股。有关更多信息，请参见标题为“承销”的部分。

除非我们特别另有说明，本招股说明书中的所有信息均假设不行使承销商购买我们额外普通股的选择权，也不行使截至2026年6月30日之后的已发行股票期权或任何限制性股票单位的结算。

S-12

风险因素

投资我们的证券涉及高度风险。在做出投资决策之前，您应仔细考虑我们在最新年度报告10-K表和季度报告10-Q表中描述的风险、不确定性和其他因素，以及随后提交给证券交易委员会的季度报告10-Q表和当前报告8-K表所补充和更新的内容，这些内容已通过引用纳入本招股说明书补充文件和附带的招股说明书。这些风险和不确定性以及下面描述的风险和不确定性并不是我们面临的所有风险和不确定性。我们目前未知或认为不重要或与我们无关的其他风险和不确定性，例如一般经济状况，也可能对我们的业务和运营产生重大不利影响。如果这些风险和不确定性或下面描述的风险和不确定性实际发生，我们的业务、财务状况、经营成果或前景可能会受到严重影响。在这种情况下，我们普通股的交易价格可能会下跌，您可能会损失全部或部分投资。在做出有关我们普通股的投资决策之前，请仔细考虑下面描述的风险和不确定性以及本招股说明书补充文件中通过引用纳入的风险和不确定性，以及本招股说明书补充文件中包含的其他信息。请仔细阅读上面标题为“关于前瞻性声明的警示性声明”的部分。

与本次发行相关的风险

我们将有广泛的自由裁量权来使用我们的可用资金，包括从本次发行中获得的净收益，我们可能无法有效使用这些资金，这可能会影响我们的经营成果并导致股价下跌。

我们的管理层将对本次发行所得款项的使用拥有广泛的自由裁量权。我们打算将本次发行的净收益用于一般公司用途（包括可能偿还我们部分现有债务义务），也可能将这些收益用于营运资金和其他一般公司用途，这可能包括但不限于增加我们的制造能力和产能、提高运营效率、扩大营销、销售和研发团队及能力、提高品牌知名度、开发新产品和服务、吸引新客户、寻求收购机会和其他公司用途。我们的管理层在应用净收益方面将有相当大的自由裁量权，您在做出投资决策时将没有机会评估这些收益是否被适当使用。净收益可能被用于不会提高我们经营成果或增加我们普通股价值的公司用途。在使用之前，我们可能会以不产生收入或贬值的方式投资我们的可用资金。详见本招股说明书补充文件第S-16页开始的“资金用途”部分。

本次发行中购买普通股的投资者将立即且大幅稀释其投资的账面价值。

如果您在本次发行中购买我们的普通股股票，您将立即且显著地被稀释，因为本次普通股的公开发行价格将大大高于本次发行前我们的普通股的每股有形账面价值。因此，如果您在本次发行中购买我们的普通股股票，您将立即遭受约每股3.58美元的显著稀释，这代表了普通股每股的公开发行价格与截至2026年6月30日调整后的每股有形账面价值之间的差额。有关您在本次发行后立即会经历的稀释的进一步描述，请参阅本招股说明书补充文件中标题为“稀释”的章节。

由于未来的股权发行，您可能会经历未来的稀释。

为了筹集额外资金，未来我们预计会发行额外的普通股或可转换或可交换为普通股的其他证券，包括根据销售协议出售我们的普通股

S-13

\n根据销售协议，一旦新的招股说明书、招股说明书补充文件或新的注册声明被提交以涵盖此类销售，可能就会有资格出售。我们无法向您保证我们能够在任何其他发行中以等于或高于本次发行中投资者支付的每股价格出售股票或其他证券，未来购买股票或其他证券的投资者可能拥有优于现有股东的权利。我们在未来交易中以每股价格出售额外的普通股或其他可转换或可交换为普通股的证券可能高于或低于本次发行的每股价格。如果已发行的购买普通股的期权或认股权证被行使，本次发行中购买我们普通股的投资者可能会经历进一步的稀释。

我们普通股的未来销售，或市场认为这些未来销售可能发生，可能导致我们的股价下跌。

在本次发行后，我们普通股的大量股份在公开市场上出售，或市场认为这些出售可能发生，可能导致我们普通股的市场价格下跌。我们普通股的大部分已发行股份，以及本次发行中发行的普通股股份，在发行后将不受限制地自由交易，且无需根据《证券法》进一步注册。我们可能会在未来根据一项或多项单独的发行出售大量普通股。我们无法预测未来普通股或其他股权相关证券的销售对普通股市场价格的影响。

由于我们目前没有计划对普通股支付定期现金股息，且根据《第二修订和重述信贷协议》禁止支付现金股息，除非您以高于您购买价格的价格出售您的普通股，否则您可能无法获得任何投资回报。

我们预计不会就我们的普通股支付任何定期现金股息。未来是否宣布并支付股息将由我们的董事会自行决定，并将取决于诸多因素，包括但不限于我们的经营成果、财务状况、现金需求、合同限制以及其他董事会可能认为相关的因素。此外，我们与MidCap Financial Trust作为代理和贷款方于2025年3月3日签署的《第二修订和重述信贷协议》（以下简称“第二修订和重述信贷协议”）的条款禁止我们支付股息，除非获得贷款方事先书面同意，否则仅限于以我们股票形式支付的股息。我们未来支付普通股现金股息的能力也可能受到我们可能发行的任何未来债务或优先证券或我们可能签订的任何未来信贷设施条款的限制。因此，我们普通股的投资回报完全取决于我们普通股在公开市场上的价格升值，这可能不会发生。

S-14

市场与行业数据

本招股说明书补充文件及其中引用的文件中包含的某些信息涉及或基于研究、出版物、调查、公开信息、政府机构报告及其他第三方来源的资料以及我们自己的内部估算和研究。这些信息涉及若干假设和限制，我们提醒您不要过分重视这些估算。尽管我们认为这些第三方来源在本招股说明书补充文件或该文件引用的文件发布之日是可靠的，但我们并未独立验证本招股说明书补充文件及其中引用的文件中包含的市场和行业数据或其中所依赖的假设。最后，尽管我们认为我们自己的内部研究是可靠的，但这些研究未经任何独立来源的验证。尽管有上述内容，我们对本招股说明书补充文件及其中引用的文件中提供的信息负责。我们所处的行业由于多种因素而面临高度的不确定性和风险，包括本招股说明书补充文件中题为“风险因素”的部分以及在引用文件中类似标题下所述的因素。这些及其他因素可能导致结果与独立方和我们所做的估算有重大差异。

S-15

募集资金的使用

我们估计本次发行普通股的净收益约为3760万美元，若承销商全部行使其购买额外股份的期权，净收益约为4320万美元，扣除承销折扣和佣金以及我们应付的预计发行费用后。

我们目前计划将本次发行的净收益用于一般企业用途（包括可能偿还我们部分未偿还的债务义务）。我们也可能将部分净收益用于收购或投资与其他业务、产品和技术相关的其他企业，尽管我们目前没有与此相关的承诺或安排。

这些收益的具体金额和使用时间将取决于多个因素，如我们增长的时间和进展、我们的资金需求以及其他资金的可获得性和成本。截至本招股说明书补充文件的日期，我们无法确定本次发行给我们带来的净收益的具体用途。因此，我们的管理层将在收益的使用时间和应用方面拥有广泛的自主权。在按照上述方式使用净收益之前，我们计划将本次发行的部分收益临时投资于短期、有息金融工具。

S-16

稀释

本次发行中购买我们普通股的投资者将立即遭受稀释，其程度取决于普通股每股的公开发行价格与本次发行后调整后的每股有形账面价值之间的差额。

截至2026年6月30日，我们的有形账面价值约为5000万美元，即每股0.93美元。每股有形账面价值是通过将总资产减去总负债后的净值除以截至2026年6月30日流通的普通股总数计算得出的。

在考虑了我们以每股5.00美元的公开发行价格出售总计800万股普通股，募集总额为4000万美元，并扣除承销折扣和佣金以及我们应付的估计发行费用后，截至2026年6月30日的调整后有形账面价值将约为8740万美元，即每股1.42美元。这表示现有股东的每股有形账面价值立即增加了0.48美元，而向参与本次发行的投资者发行的每股有形账面价值立即稀释了3.58美元。下表说明了每股的稀释情况：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


每股公开发行价格	$	5.00
截至2026年6月30日的每股有形账面价值	$	0.93
本次发行中购买股票的新投资者带来的每股有形账面价值增加	$	0.48
在考虑本次发行后，截至2026年6月30日的调整后每股有形账面价值	$	1.42
参与本次发行的投资者每股稀释	$	3.58

如果承销商全部行使其以每股5.00美元的公开发行价格购买额外普通股的期权，在扣除承销折扣和佣金以及我们应付的估计发行费用后，截至2026年6月30日的调整后每股有形账面价值将为1.48美元，参与本次发行的投资者的调整后每股有形账面价值的立即稀释将为3.22美元。

上述讨论和表格基于截至2026年9月30日的53,702,534股普通股流通股总数，并且在2026年6月30日的情况下，排除了以下内容：

\n\n\n\n\n

•

根据我们2016年股票计划（经修订）、2020年股权激励计划（经修订）和2021年计划，可行使的股票期权所对应的6,429,749股普通股，加权平均行权价为每股3.34美元；

\n\n\n\n\n

•

根据2021年计划，用于结算未行权限制性股票单位的22,535股普通股；

\n\n\n\n\n

•

根据2021年计划，用于未来奖励的4,396,890股普通股（该股数考虑了该计划条款规定的年度增加，该条款规定从2022年1月1日开始，持续十年，每年1月1日可能增加的股数等于前一年12月31日普通股总股数的4%（但不包括2025年1月1日或2026年1月1日的任何此类增加，因为公司决定不实施这些日期的增加，也不包括任何后续年度的可能增加）；

\n\n\n\n\n

•

1,168,142 股普通股已预留用于根据我们的 2021 年员工股票购买计划（该股份数量包括根据该计划条款规定的年度增加额，该计划规定从 2022 年 1 月 1 日起的十年期间，每年 1 月 1 日可能增加的股份数量，金额为（i）截至前一个日历年度 12 月 31 日已发行普通股总数的 1% 或（ii）319,911 股普通股中的较小者（但不包括 2025 年 1 月 1 日或 2026 年 1 月 1 日的任何此类增加，因为公司决定不实施这些日期的增加，也不包括后续任何年度的可能增加）。

S-17

\n\n\n

\nDecember 31 of the preceding calendar year, and (ii) 319,911 shares of common stock (but does not include any such increase for January 1, 2025 or January 1, 2026, as the Company\ndetermined not to implement the increases for such dates, and does not include a possible increase in any subsequent year)).

In addition, the number of shares of our common stock outstanding immediately after this offering excludes additional shares of common stock\nthat we may sell pursuant to our Sales Agreement. As of the date of this prospectus supplement, we may sell up to $50.0 million of shares of our common stock remaining under the Sales Agreement after the expiration or waiver of the lock-up period applicable to us as a result of this offering; however, we do not currently have an effective prospectus relating to our common stock issuable pursuant to the terms of the Sales Agreement, and we will\nnot make any sales of our common stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed. See the section titled “Underwriting” for more information.

To the extent that options and restricted stock units outstanding as of June 30, 2026 have been or are exercised or have been settled in\nshares of common stock, as applicable, new options or other equity awards are granted under our equity incentive plans, or we issue additional shares in the future, investors purchasing shares in this offering could experience further dilution. In\naddition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through\nthe sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

S-18

DIVIDEND POLICY

We have not paid any dividends since our inception. We currently intend to retain all available funds and any future earnings to support\noperations and to finance the growth and development of our business. We do not currently intend to declare or pay any cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends on our capital stock will\nbe at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, and other factors that our board of directors considers relevant. In particular,\nunless waived, the terms of the Second Amended and Restated Credit Agreement prohibit us from paying dividends, other than dividends payable in our stock, without the prior written consent of the lender. Our future ability to pay cash dividends on\nour common stock may also be limited by the terms of any future debt or preferred securities we may issue or any future credit facilities we may enter into.

S-19

UNDERWRITING

We and the underwriters for the offering named below have entered into an underwriting agreement with respect to the common stock being\noffered. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase from us the number of shares of our common stock set forth opposite its name below. TD Securities (USA) LLC and William\nBlair & Company, L.L.C. are the representatives of the underwriters.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Underwriter	Number of Shares
TD Securities (USA) LLC		3,280,000
William Blair & Company, L.L.C.		3,040,000
Craig-Hallum Capital Group LLC		880,000
Stephens Inc.		400,000
Roth Capital Partners, LLC		400,000

Total		8,000,000

The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions\nprecedent and that the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased, other than those shares covered by the option to purchase\nadditional shares described below. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting\nagreement may be terminated.

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the\nSecurities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering\nthe shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw,\ncancel or modify offers to the public and to reject orders in whole or in part.

Option to Purchase Additional Shares. We\nhave granted to the underwriters an option to purchase up to additional shares of common stock at the public offering price, less the underwriting discounts and commissions. This option is exercisable for a period of 30 days. To the extent that the\nunderwriters exercise this option, the underwriters will purchase additional shares from us in approximately the same proportion as shown in the table above.

Discounts and Commissions. The following table shows the public offering price, underwriting discounts and commissions and\nproceeds, before expenses, to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

We estimate that the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $380,000 and are\npayable by us. We have agreed to reimburse the underwriters for up to $20,000 for their Financial Industry Regulatory Authority (“FINRA”) counsel fee. In accordance with FINRA Rule 5110, this reimbursed fee is deemed underwriting\ncompensation for this offering. The underwriters have also agreed to reimburse us for certain of our expenses incurred in connection with this offering.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Total
	Per Share		Without Option			With Option
Public offering price	$	5.00		$	40,000,000		$	46,000,000
Underwriting discounts and commissions	$	0.30		$	2,400,000		$	2,760,000
Proceeds, before expenses, to the company	$	4.70		$	37,600,000		$	43,240,000

S-20

The underwriters propose to offer the shares of common stock to the public at the public\noffering price set forth on the cover of this prospectus supplement. The underwriters may offer the shares of common stock to securities dealers at the public offering price less a concession not in excess of $0.18 per share. If all of the shares\nare not sold at the public offering price, the underwriters may change the offering price and other selling terms. Sales of any shares of common stock may be made by affiliates of the underwriters.

Discretionary Accounts. The underwriters do not intend to confirm sales of the shares to any accounts over which they have\ndiscretionary authority.

Market Information. Our common stock is traded on the Nasdaq Global Market under the symbol\n‘‘TKNO’’.

Stabilization. In connection with this offering, the underwriters (and their affiliates)\nmay engage in stabilizing transactions, overallotment transactions, syndicate covering transactions, penalty bids and purchases to cover positions created by short sales.

\n\n\n\n\n

•

Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not\nexceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.

\n\n\n\n\n

•

Overallotment transactions involve sales by the underwriters of shares of common stock in excess of the number of\nshares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is\nnot greater than the number of shares that they may purchase in the option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in the option to purchase additional shares. The\nunderwriters may close out any short position by exercising their option to purchase additional shares and/or purchasing shares in the open market.

\n\n\n\n\n

•

Syndicate covering transactions involve purchases of common stock in the open market after the distribution has\nbeen completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as\ncompared with the price at which they may purchase shares through exercise of the option to purchase additional shares. If the underwriters sell more shares than could be covered by exercise of the option to purchase additional shares and,\ntherefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward\npressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

\n\n\n\n\n

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common\nstock originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market\nprice of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions.\nNeither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the Nasdaq Global Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making. In connection with this offering, underwriters and selling group members may engage in passive market\nmaking transactions in our common stock on the Nasdaq Global Market in accordance

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\nwith Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or

sales of common stock and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the\nhighest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, such bid must then be lowered when specified purchase limits are exceeded.

Lock-Up Agreements. Pursuant to certain\n“lock-up” agreements, we and our executive officers, directors and certain of our other stockholders have agreed, subject to certain exceptions, not to and will not cause or direct any of their\nrespective affiliates to offer, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of, or announce the intention to otherwise dispose of, or enter into, or announce the intention to enter into any swap, hedge or similar\nagreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that\ntransfers, is designed to transfer or reasonably could be expected to transfer (whether by the stockholder or someone other than the stockholder) in whole or in part, directly or indirectly the economic risk of ownership of, or engage in, or\nannounce the intention to engage in, any short selling of, any common stock or securities convertible into or exchangeable or exercisable for any common stock without the prior written consent of TD Securities (USA) LLC and William Blair &\nCompany, L.L.C., for a period of 90 days after the date of the pricing of the offering.

This\nlock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also applies to common stock owned now or, in some instances, acquired later by\nthe person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The exceptions permit us, among other things and subject to restrictions, to: (i) issue common stock or options pursuant\nto employee benefit plans, (ii) issue common stock upon exercise of outstanding options or warrants, (iii) issue securities in connection with acquisitions or similar transactions, (iv) file registration statements on Form S-8, and (v) file a new registration statement on Form S-3. The exceptions permit parties to the\n‘‘lock-up’’ agreements, among other things and subject to restrictions, to: (a) make certain gifts or transfers by will or intestate succession upon the death of the party,\n(b) if the party is a corporation, partnership, limited liability company or other business entity, make transfers to any shareholders, partners, members of, or owners of similar equity interests in, the party, if such transfer is not for\nvalue, (c) if the party is a corporation, partnership, limited liability company or other business entity, make transfers in connection with the sale or transfer of all of the party’s capital stock, partnership interests, membership\ninterests or other similar equity interests, as the case may be, or all or substantially all of the party’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by the\n“lock-up” agreement, or to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the party and such transfer is not for\nvalue, (d) enter into a 10b5-1 trading plan, provided that such plan does not permit the sale of any common stock during the 90-day\nlock-up period and, except as required by applicable securities laws, no public announcement or filing is made regarding such plan during the 90-day lock-up period, (e) enter into transactions relating to shares of our common stock or other securities convertible into or exercisable or exchangeable for common stock acquired in this offering or in open\nmarket transactions after closing of this offering, provided that no public announcement or filing is required to be made regarding such transaction during the 90-day\nlock-up period, (f) make transfers to us to satisfy tax withholding obligations pursuant to our equity incentive plans disclosed in this prospectus supplement and any transfers through a “sell to\ncover” transaction to satisfy tax withholding obligations upon the vesting of restricted stock units pursuant to our equity incentive plans whether pursuant to the terms of a 10b5-1 trading plan or any\nsell to cover policy we have, (g) make transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (h) make transfers to us pursuant to contractual arrangements that\nprovide for our repurchase or forfeiture of securities in connection with the termination of the party’s service to us, (i) make transfers pursuant to third-party tender offer, merger, consolidation or other similar transaction, and\n(j) sell shares of common stock pursuant to a 10b5-1 trading plan that has been disclosed to TD Securities (USA) LLC and William Blair & Company, L.L.C. prior to the execution of the lock-up agreement by the party. In addition, the

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\nlock-up provision will not restrict broker-dealers from engaging in market making and similar activities conducted in the ordinary course of their\nbusiness.

TD Securities (USA) LLC and William Blair & Company, L.L.C., in their sole discretion, may release our common stock\nand other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release our common stock and other securities from lock-up agreements, TD Securities (USA) LLC and William Blair & Company, L.L.C. will consider, among other factors, the holder’s reasons for requesting the release, the number of shares for which the\nrelease is being requested and market conditions at the time of the request.

Selling Restrictions

Canada

The common\nstock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or\nsubsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant\nObligations. Any resale of the common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this\nprospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the\npurchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this\noffering.

Switzerland

The securities will not be offered, directly or indirectly, to the public in Switzerland and this prospectus supplement does not constitute a\npublic offering prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Member State”), no shares have been offered or will be\noffered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another\nMember State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that shares may be offered to the public in that Member State at any time:

A. to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

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

C. in any other circumstances falling within Article 1(4) of the\nProspectus Regulation,

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provided that no such offer of the shares shall require the Company or any underwriter to publish a\nprospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the\nshares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the\nexpression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Hong Kong

The\nshares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of\nHong Kong) (the “SFO”) of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous\nProvisions) Ordinance (Cap. 32) of Hong Kong (the “CO”), or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the shares has been or may be issued or has\nbeen or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so\nunder the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made\nthereunder.

Singapore

Each underwriter has acknowledged that this prospectus supplement has not been registered as a prospectus with the Monetary Authority of\nSingapore. Accordingly, each underwriter has represented and agreed that it has not offered or sold any shares or caused the shares to be made the subject of an invitation for subscription or purchase and will not offer or sell any shares or cause\nthe shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement or any other document or material in connection with the offer or\nsale, or invitation for subscription or purchase, of the shares, whether directly or indirectly, to any person in Singapore other than:

A. to an\ninstitutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA;

B. to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to\nSection 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or

C. otherwise pursuant to, and in\naccordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under\nSection 275 of the SFA by a relevant person which is:

A. a corporation (which is not an accredited investor (as defined in Section 4A of the\nSFA)) 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

B. 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\nis an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (however described) in that trust shall not be\ntransferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

\n\n\n\n

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

S-24

\n\n\n\n

ii.

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

\n\n\n\n

iii.

where the transfer is by operation of law;

\n\n\n\n

iv.

as specified in Section 276(7) of the SFA; or

\n\n\n\n

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and\nSecurities-based Derivatives Contracts) Regulations 2018.

Singapore SFA Product Classification—In connection\nwith Section 309B of the SFA and the CMP Regulations 2018, unless otherwise specified before an offer of shares, we have determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), that the shares\nare “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment\nProducts and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Israel\n

In the State of Israel this prospectus supplement shall not be regarded as an offer to the public to purchase shares of common\nstock under the Israeli Securities Law, 5728–1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law,\n5728–1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed Investors”); or (ii) the offer is made, distributed or\ndirected to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728–1968, subject to certain conditions (the “Qualified Investors”). The Qualified Investors shall not be taken into account in\nthe count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. The Company has not and will not take any action that would require it to publish a prospectus in accordance with and subject\nto the Israeli Securities Law, 5728–1968. We have not and will not distribute this prospectus supplement or make, distribute or direct an offer to subscribe for our common stock to any person within the State of Israel, other than to Qualified\nInvestors and up to 35 Addressed Investors.

Qualified Investors may have to submit written evidence that they meet the definitions set\nout in the First Addendum to the Israeli Securities Law, 5728–1968. In particular, we may request, as a condition to be offered common stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on\nour behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728–1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities\nLaw, 5728–1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728–1968 and the regulations promulgated thereunder in connection with the offer\nto be issued common stock; (iv) that the shares of common stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728–1968: (a) for its own account; (b) for investment purposes only;\nand (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728–1968; and (v) that it is willing to provide further evidence of its Qualified\nInvestor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli\nidentification number.

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as\namended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person (as defined below) or to others for re-offering or resale, directly or\nindirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the\npurposes of this paragraph, “Japanese Person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

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Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia (the “Corporations Act”)) in\nrelation to the shares of our common stock has been, or will be, lodged with the Australian Securities and Investments Commission (“ASIC”), the Australian Securities Exchange operated by ASX Limited or any other regulatory body or agency\nin Australia. This prospectus supplement has not been lodged with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(1) you confirm and warrant that you are either:

\n\n\n\n

a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;\n

\n\n\n\n

a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you\nhave provided an accountant’s certificate to us which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

\n\n\n\n

a person associated with the Company under section 708(12) of the Corporations Act; or

\n\n\n\n

a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations\nAct, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this prospectus supplement is void and\nincapable of acceptance; and

(2) you warrant and agree that you will not offer any of the shares of common stock for resale in\nAustralia within 12 months of those shares of common stock being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on our behalf, other than\noffers made by the underwriters and their respective affiliates, with a view to the final placement of the securities as contemplated in this prospectus supplement. Accordingly, no purchaser of the shares, other than the underwriters, is authorized\nto make any further offer of shares on our behalf or on behalf of the underwriters.

Electronic Offer, Sale and Distribution of\nShares. A prospectus supplement in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members, if any, participating in this offering and one or more of the underwriters\nparticipating in this offering may distribute prospectus supplements electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet\ndistributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus supplement in electronic format, the information on these websites\nis not part of this prospectus supplement or the registration statement of which this prospectus supplement forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by\ninvestors.

Other Relationships. Certain of the underwriters and their affiliates have provided, and may in the future\nprovide, various investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees. For example, we entered into the Sales Agreement with Cowen\nand Company, LLC, which has been assigned to TD Securities (USA) LLC as its successor in interest, under which we may offer and sell, from time to time at our discretion, shares of our common stock having an aggregate offering price of up to\n$50.0 million through TD Securities (USA) LLC, acting as our sales agent, for which TD Securities (USA) LLC may receive customary fees and expenses. However, we do not currently have an effective prospectus relating to our common stock issuable\npursuant to the terms of the Sales Agreement, and we will not make any sales of our common stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed.\n

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\nThe underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking,\nfinancial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make\nor hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment\nand securities activities may involve securities and/or instruments of the Company or its affiliates. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or\npublish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus supplement will be passed upon for us by Paul Hastings LLP, Palo Alto,\nCalifornia. DLA Piper LLP (US), San Diego, California is acting as counsel to the underwriters in connection with this offering.

EXPERTS

The financial statements of Alpha Teknova, Inc. incorporated by reference in this prospectus supplement have been so\nincorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed\nwith the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement and the accompanying\nprospectus do not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to us and the securities being offered under this prospectus\nsupplement, we refer you to the registration statement and the schedules and exhibits filed as part of the registration statement. Statements contained in this prospectus supplement as to the contents of any contract or any other document are not\nnecessarily complete. If a contract or document has been filed as an exhibit to the registration statement or an exhibit to the reports or other documents incorporated by reference into this prospectus supplement, please see the copy of the contract\nor document that has been filed. Each statement in this prospectus supplement relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file\nelectronically with the SEC, including Alpha Teknova, Inc. The SEC’s Internet site can be found at http://www.sec.gov. Additional information with respect to us can be found on our website at www.teknova.com. Any\ninformation contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way part of this prospectus supplement and should not be relied upon in connection with making any decision with respect\nto an investment in our securities. We have included our website address in this prospectus supplement solely as an inactive textual reference.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus supplement, which means that we can disclose\nimportant information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus supplement contain important information that you should read about us.

We incorporate by reference into this prospectus supplement the information or documents listed below that we have filed with the SEC\n(Commission File No. 001-40538):

\n\n\n\n\n

•

Our Annual Report on Form\n 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026;

\n\n\n\n\n

•

The information specifically incorporated by reference into our Annual Report on\nForm 10-K for the year ended December \n31, 2025 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 21, 2026;\n

\n\n\n\n\n

•

Our Quarterly Reports on Form 10-Q for the quarter ended March 31,\n2026, filed with the SEC on May 7, 2026, and for the quarter ended June 30, 2026, filed with\nthe SEC on August 6, 2026;

\n\n\n\n\n

•

Our Current Reports on Form 8-K (other than portions thereof furnished\nunder Items 2.02 and 7.01 of Form \n8-K and exhibits accompanying such reports that relate to such items) filed with the SEC on May \n6, 2026, and June 1, 2026; and

\n\n\n\n\n

•

The description of our common stock contained in our Registration Statement on \nForm 8-A (File No. 001-40538), filed with the SEC on June 24, 2021, including any amendments or reports filed for the purpose of updating such\ndescription, including Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended\nDecember 31, 2025, filed with the SEC on March 2, 2026.

We also incorporate by reference any future filings\n(other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K\nexpressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus supplement\nforms a part, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus supplement and such future filings will become a part of this prospectus supplement from the respective\ndates that such documents are filed with the SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a\nstatement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be\ndeemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

You may obtain any of the documents\nincorporated by reference in this prospectus supplement from the SEC through the SEC’s website at the address provided above. Documents incorporated by reference are also available from us, without charge. You may obtain documents incorporated\nby reference in this prospectus supplement by requesting them in writing or by telephone at the following address:

Alpha Teknova, Inc.\n

Attn: Corporate Secretary

2451 Bert Drive

Hollister,\nCalifornia 95023

investors@teknova.com

Phone: 1 (781) 235-3060

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PROSPECTUS

\n\n\n $\"LOGO\"$ \n

Alpha Teknova, Inc.

$225,000,000

Common\nStock

Preferred Stock

Debt Securities

Warrants\n

Rights

Units\n

We may offer and sell, from time to time in one or more offerings, up to $225,000,000 in the aggregate of any combination of the securities\nidentified above from time to time in one or more offerings, either individually or in combination with other securities. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred\nstock, or common stock, preferred stock or debt securities upon the exercise of warrants, rights or units. This prospectus provides you with a general description of the securities that we may offer.

Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering\nand the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus, prospectus supplement and any related free writing\nprospectuses may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement and any related free writing prospectus, as well\nas any documents incorporated by reference, before you invest in any of our securities.

We may offer and sell the securities described in\nthis prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of\nthe securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the\nsections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing\nthe method and terms of the offering of such securities.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the\nheading “Risk Factors” beginning on page 5 of this prospectus, any applicable prospectus supplement and in any applicable free writing prospectuses, and under similar headings in the documents that are\nincorporated by reference into this prospectus.

Our common stock is currently listed on the Nasdaq Global Market under the symbol\n“TKNO”. On July 9, 2025, the last reported sales price for our Common Stock was $5.28 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Market or\nany securities market or other exchange of the securities, if any, covered by the applicable prospectus supplement.

Neither the\nSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 10, 2025.

TABLE OF CONTENTS


About This Prospectus			i
Summary			1
Risk Factors			5
Use of Proceeds			6
Disclosure Regarding Forward-Looking Statements			7
Description of Capital Stock			10
Description of Debt Securities			18
Description of Warrants			27
Description of Rights			30
Description of Units			31
Legal Ownership of Securities			32
Plan of Distribution			35
Legal Matters			37
Experts			37
Where You Can Find More Information			38
Important Information Incorporated by Reference			39

ABOUT THIS PROSPECTUS

Whenever we refer to “Teknova,” “we,” “our” or “us” in this prospectus, we mean Alpha Teknova,\nInc., unless the context suggests otherwise. When we refer to “you” or “yours,” we mean the holders of the applicable series of securities.

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and\nExchange Commission (“SEC”), using a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings, up to a total\ndollar amount of $225,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell securities under this prospectus, we will provide a prospectus supplement that will contain specific\ninformation about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements\nmade in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. You should read both this prospectus and any prospectus supplement and any free writing prospectus\nprepared by or on behalf of us, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus, in an accompanying prospectus supplement or incorporated by reference\nherein or therein. We have not authorized anyone to provide you with information or make any representation that is different. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any\naccompanying prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate, and this prospectus and any accompanying prospectus supplement do\nnot constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or solicitation. You should not assume that the information contained in this\nprospectus and any accompanying prospectus supplement is correct on any date after the respective dates of the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or\nsupplements are delivered or securities are sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. Since the respective dates of the prospectus contained in this registration statement and any accompanying\nprospectus supplement, our business, financial condition, results of operations and prospects may have changed. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to\nthe actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as\nexhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” We may only sell securities pursuant to\nthis prospectus if this prospectus is accompanied by a prospectus supplement.

We further note that the representations, warranties and\ncovenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of\nallocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,\nsuch representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and\ndoes not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, any applicable prospectus supplement and any related free writing prospectus, including the risks\nof investing in our securities discussed under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that\nare incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this\nprospectus forms a part. Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to “Teknova”, “the Company”, “we”, “us”, “our” or similar\nreferences mean Alpha Teknova, Inc.

Company Overview

We are a leading producer of critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and\nmolecular diagnostics. Our approximately 3,000 customers span the continuum of the life sciences market and include leading pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro\ndiagnostics franchises, and academic and government research institutions. Our Company is built around our knowledge, methods, and know-how in our manufacturing processes and infrastructure, which are highly\nadaptable and configurable. These proprietary processes enable us to manufacture and deliver high-quality, custom, made-to-order products with short turnaround times and\nat scale, across all stages of our customers’ product development, including commercialization.

We have substantial expertise in\nmanufacturing customer-specified formulations and have demonstrated the ability to manufacture and deliver our products to customers quickly. Due to our expertise in raw materials sourcing, chemical formulation, and quality control, developed over\nmore than two decades, we are typically able to move a new custom product into production in a matter of weeks from order receipt. This can allow our customers to receive their products in weeks as compared to months from alternative suppliers\noperating in traditional production environments. Our processes are designed to handle a diverse array of customer-requested inputs, which may vary by volume, chemical formulation, quality specifications, container types, and transportation\nrequirements, enabling broad use of our products across the life sciences market. Our proprietary capabilities and products underpin the value we provide to customers across their product development and commercialization activities and allow us to\nscale with our clients as they grow, supporting their need for materials in greater volumes and that meet increasingly stringent regulatory requirements.

We offer three primary product types: pre-poured media plates for cell growth and cloning; liquid cell\nculture media and supplements for cellular expansion; and molecular biology reagents for sample manipulation, resuspension, and purification. We typically begin working with customers in the discovery phase of development, in which they use our off-the-shelf (catalog) formulations for initial experimentation. As customers’ product development progresses and they begin to need products with improved performance,\nin greater volumes, or that meet good manufacturing practice (“GMP”) requirements (see below), they routinely go on to order higher value, custom, or GMP-grade products. We believe the bespoke\nnature of our portfolio makes us a critical, trusted supplier to our customers.

Due to extensive validation and customer loyalty owing,\nin part, to fast turnaround times for our custom products, our customers frequently integrate them as components into the lifecycle of their own products and, we believe, are therefore unlikely to substitute Teknova’s components with\nalternatives. As a result, our customer relationships typically span many years and help drive recurring business. Moreover, we are committed to delivering high levels of customer satisfaction through continued investment in our customer service,\noperating

\ninfrastructure, quality systems, and manufacturing processes. During 2024, we achieved an annual customer retention rate of approximately 95% for customers purchasing more than $10,000 annually,\nwhich represented approximately 15% of our customer base and approximately 90% of our annual revenue during that period. We believe the Teknova brand is well established in the United States (“U.S.”) life sciences industry as a result of\nour track record of delivering high quality, custom products and providing superior customer service.

We participate in multiple market\nsegments because customers use our products across the life sciences industry, including in high growth areas like cell and gene therapy research, development, and production. In the five years from late 2017 through 2022, the U.S. Food &\nDrug Administration (“FDA”) approved five gene therapies for rare genetic diseases. Meanwhile, 2023 was a breakthrough year for cell and gene therapies, with seven FDA approvals in the U.S. and one in the European Union\n(“EU”), according to the Alliance for Regenerative Medicine. The cell and gene therapy sector experienced another transformative year in 2024 with nine FDA approvals in the U.S. and two in the EU according to the Alliance for\nRegenerative Medicine. Looking to 2025, the Alliance for Regenerative Medicine estimates that the sector could see up to a combined 24 approvals in the U.S. and EU.

We believe our prospects for growth will also benefit from developments in other fields, including mRNA vaccines, synthetic biology, and\nmolecular diagnostics and genomics. We believe the key industry factors that will drive our future growth include:

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the need for custom reagents for purification in the development of emerging therapeutic modalities such as cell\nand gene therapies, mRNA, and next-generation antibodies;

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the growing demand for a single, adaptable,\nend-to-end provider that can offer both “research use only” (“RUO”) as well as GMP-grade, custom, made-to-order products with short turnaround times;

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the importance of GMP-grade products in a development and manufacturing\nprocess that is subject to complex and stringent regulatory requirements;

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the demand for suppliers capable of quickly scaling production volumes up and down in response to customer needs;\nand

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the increasing demand to move to single-use bioreactors, which results in\nincreased use of build sizes less than 1,500 liters.

The nature of many of our products and their uses require that\nthey be manufactured by highly skilled personnel in contamination-controlled environments, following exacting procedures to ensure quality. We manufacture our products at our facilities in Hollister, California, which were purpose-built to address\nour customers’ needs for custom-made, RUO, or GMP-grade input components.

For a complete\ndescription of our business, financial condition, results of operations and other important information, we refer you to our filings with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, each as amended, supplemented or superseded\nfrom time to time by other reports we file with the SEC in the future, which are incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information”.

See the section entitled “Risk Factors” in this prospectus for a discussion of some of the risks relating to the execution of our\nbusiness strategy.

Corporate Information

The Company was founded in 1996 and initially incorporated in California on May 30, 2000, under the name “eTeknova, Inc.” On\nJanuary 11, 2019, the Company filed a certificate of merger and merged with and into

\nAlpha Teknova, Inc., a Delaware corporation, which continued as the surviving entity bearing the corporate name of “Alpha Teknova, Inc.”

In June 2021, we completed the initial public offering of our common stock. Our common stock trades on the Nasdaq Global Market under the\nsymbol “TKNO”. Telegraph Hill Partners Management Company LLC, through its affiliates Telegraph Hill Partners IV, L.P. and THP IV Affiliates Fund, LLC, continues to be our controlling stockholder.

Principal Executive Offices and Additional Information

Our principal executive offices are located at 2451 Bert Dr., Hollister, California 95023. Our telephone number is (831) 637-1100. Our website address is www.teknova.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into nor is it in any way part of this prospectus\nand should not be relied upon in connection with making any decision with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain\nany of the documents filed by us with the SEC at no cost from the SEC’s website at http://www.sec.gov. We have included our website address in this prospectus solely as an inactive textual reference.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the U.S. Jumpstart Our Business Startups Act of 2021, as amended\n(“JOBS Act”). For as long as we qualify as an emerging growth company, we may take advantage of certain exemptions from various reporting requirements and other burdens that are otherwise applicable generally to public companies. These\nprovisions include, but are not limited to:

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reduced obligations with respect to financial data, including presenting only two years of audited financial\nstatements;

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an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct;

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reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements, and\nregistration statements; and

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exemptions from the requirements of holding non-binding advisory votes on\nexecutive compensation or golden parachute arrangements.

In addition, under the JOBS Act, emerging growth companies can\ndelay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from adopting new or revised accounting standards, and, therefore, we will not be\nsubject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make comparison of our financial statements with\nthose of other public companies more difficult. We may take advantage of these reporting exemptions until we no longer qualify as an emerging growth company, or, with respect to adoption of certain new or revised accounting standards, until we\nirrevocably elect to opt out of using the extended transition period.

Under the JOBS Act, we will remain an emerging growth company until\nthe earliest of:

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the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more;\n

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the last day of our fiscal year following the fifth anniversary of the date of the closing of our initial public\noffering;

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the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three\nyears; and

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the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act\nof 1934, as amended (the “Exchange Act”) (i.e., the first day of the fiscal year after we have (i) more than $700.0 million in outstanding common equity held by our non-affiliates,\nmeasured each year on the last business day of our most recently completed second fiscal quarter, and (ii) been public for at least 12 months).

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no\nlonger an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that (i) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of our most recently completed second fiscal quarter,\nand our annual revenues are more than $100.0 million during the most recently completed fiscal year or (ii) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $700.0 million measured on the last business day of our most recently completed second fiscal quarter. As a result, the information in this prospectus and that we provide to our\ninvestors in the future may be different than what you might receive from other public reporting companies.

RISK FACTORS

Investing in any securities offered pursuant to this prospectus, the applicable prospectus supplement and any related free writing prospectus\ninvolves a high degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in any applicable prospectus supplement, any related free writing prospectus and in our most\nrecent Annual Report on Form 10-K, or in any updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in\nor incorporated by reference into this prospectus and any applicable prospectus supplement and any related free writing prospectus, before deciding whether to purchase any of the securities being offered. Our business, financial condition or results\nof operations could be materially adversely affected by any of these risks. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

USE OF PROCEEDS

Except as otherwise provided in the applicable prospectus supplement or in any free writing prospectuses we have authorized for use in\nconnection with a specific offering, we currently intend to use the net proceeds from the sale of securities offered by this Prospectus, if any, for working capital and general corporate purposes, which may include expenditures to increase our\nmanufacturing capacity and related operational capabilities, improve operating efficiency, scale up our marketing, sales and research and development staff, increase brand awareness, develop new products and services and attract new customers,\npursue business combinations and repay, refinance, redeem or repurchase our indebtedness or capital stock.

The intended application of\nproceeds from the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus supplement relating to such offering. The precise amount and timing of the application of these proceeds will\ndepend upon a number of factors, such as the timing and progress of our growth, our funding requirements, and the availability and costs of other funds. Pending application of the net proceeds as described above, we intend to temporarily invest the\nproceeds in short-term, interest-bearing instruments.

We may bear all other costs, fees and expenses incurred in effecting the\nregistration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq Global Market listing fees, and fees and expenses of our counsel and our accountants.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents incorporated by reference into this prospectus may contain\nforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, that are subject to risks and uncertainties. We intend for such\nforward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor\nprovisions. These forward-looking statements include information about possible, estimated or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. Forward-looking statements are\ngenerally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,”\n“approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions.

Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all\ninformation currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. We caution our stockholders and other readers not to place undue reliance\non such statements. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this\nrisk when you make an investment decision concerning our securities.

Any statements in this prospectus, or incorporated herein by\nreference, about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are subject to known and unknown risks, uncertainties and\nassumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following:

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general economic, market or business conditions as well as those in the specific industry and markets in which\nour business operates that may impact customer demand for our products;

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our ability to meet our publicly announced guidance or other expectations about our business;\n

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our future financial performance, including our revenue, costs of revenue, and operating expenses;\n

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our ability to grow profitability;

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our ability to expand our operations and increase capacity;

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our anticipated uses of cash in the short and long terms and the sufficiency of our sources of liquidity;\n

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our ability to defend against claims and mitigate adverse results from any legal proceedings against us and the\nmerits of any claims or suits against us;

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our recent history of losses and our ability to continue as a going concern;

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our ability to limit our accounts receivable and credit risk exposure;

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our future investments, if any, in additional facilities to facilitate our expected growth;\n

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our future uses of capital to pursue potential acquisitions, if any, that further or accelerate our strategy;\n

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our future use of equity or debt financings to execute our business strategy;

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our ability to take advantage of certain exemptions from various reporting requirements generally applicable to\npublic companies;

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our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act;\n

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the impact of any pandemic, epidemic, or outbreak of infectious disease (including\nCOVID-19), natural disasters, geopolitical unrest, war (including in Ukraine and the Israeli-Hamas war), terrorism, public health issues or other catastrophic events may have on our business and our ability to\nactively manage our response to these types of events;

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our future adoption of critical accounting policies and estimates;

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our ability to increase the scale and capacity of, or otherwise effectively adjust, our manufacturing processes\nand systems in response to market demands;

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the impact of increased competition from additional companies entering the market and the availability of more\nadvanced technologies in the market;

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our ability to hire and retain key personnel;

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our ability to obtain capital on favorable terms, or at all;

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our ability to generate future revenue growth in market segments such as molecular diagnostics, synthetic\nbiology, and emerging therapeutic modalities;

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the impact of increased costs on our operations, including materials, labor, inflation, and interest rates;\n

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our ability to use cash on hand to meet current and future financial obligations, including funding our\noperations, debt service requirements, and capital expenditures;

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the enforceability of our exclusive forum provisions in our amended and restated certificate of incorporation;\n

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our customers’ sensitivity to product nonconformances, defects, and errors;

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the availability of exemption of our products from compliance with the U.S. Food, Drug and Cosmetic Act;\n

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our ability to secure and maintain a stable supply of raw materials in the future;

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our ability to maintain a corporate culture that contributes to our success;

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the marketability of our products across a wide range of markets and the probability of success or revenue\nopportunity in our target markets;

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regulatory developments in the U.S., including with respect to the FDA, and other countries;\n

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the impact of revenue recognition rules and other factors on our financial results;

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our ability to obtain, maintain, and enforce intellectual property protection for our current and future\nproducts, including our ability to protect our trade secrets, trademarks, and trade names;

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the ongoing expenses associated with being a public company; and

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our use of proceeds of any offering.

You should read this prospectus, or any accompanying prospectus supplement and the documents incorporated by reference completely and with the\nunderstanding that our actual future results may be materially different from what we currently expect. Our business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and\nexperience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the\nrisk factors set forth in Part I—Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II—Item 1A, “Risk Factors”, in\nour Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and in other filings with the SEC, which may be amended, supplemented or superseded from time to time by other reports we file with\nthe SEC in the future, that are incorporated by reference in this prospectus.

You should assume that the information appearing in this prospectus, any accompanying\nprospectus supplement, any related free writing prospectus and any document incorporated herein by reference is accurate as of its date only. Our business, financial condition, results of operations and prospects may have changed since those dates.\nBecause the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking\nstatements. Further, any forward-looking statement speaks only as of the date on which it is made. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of\neach factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All written or oral forward-looking statements\nattributable to us or any person acting on our behalf made after the date of this prospectus are expressly qualified in their entirety by the risk factors and cautionary statements contained in and incorporated by reference into this prospectus.\nUnless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated\nevents.

DESCRIPTION OF CAPITAL STOCK

General Matters

As of March 31,\n2025, our authorized capital stock consisted of 500,000,000 shares, consisting of (i) 490,000,000 shares of common stock, par value $0.00001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.00001 per share. Subject to\napplicable rules of The Nasdaq Stock Market LLC (Nasdaq Rules), our board of directors is authorized, without stockholder approval, to issue additional shares of our capital stock. As of March 31, 2025, there were 53,437,060 shares of our\ncommon stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock

Dividend Rights

The holders of common stock are entitled to receive ratably those dividends, if any, that may be declared from time to time by our board of\ndirectors out of funds legally available, subject to preferences that may be applicable to preferred stock, if any, then outstanding. Any future determination to pay dividends on our capital stock will be subject to applicable laws, and will depend\non our earnings, if any, financial condition, results of operations, capital requirements and such other factors that our board of directors deems relevant. In particular, the terms of our Second Amended and Restated Credit and Security Agreement\n(Term Loan) with MidCap Financial Trust (“MidCap”) as agent and lender, and the additional lenders from time to time party thereto and the Second Amended and Restated Credit and Security Agreement (Revolving Loan) with MidCap as agent\nand lender, and the additional lenders from time to time party thereto, prohibits us from paying dividends, other than dividends payable in our stock without the prior written consent of the lender. Our future ability to pay cash dividends on our\ncommon stock may also be limited by the terms of any future debt or preferred securities we may issue or any future credit facilities we may enter into.

Voting Rights

The\nholders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.

Right to Receive\nLiquidation Distributions

In the event of a liquidation, dissolution or winding up of our Company, the holders of common stock\nwill be entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

No Preemptive or Similar Rights

The common stock will have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions\napplicable to the common stock.

Listing

Our common stock is listed on the Nasdaq Global Market under the symbol “TKNO”.

Preferred Stock

Our amended and restated\ncertificate of incorporation authorizes our board of directors, subject to limitations prescribed by Delaware law, to issue up to 10,000,000 shares of our preferred stock in one or more series, to determine and fix from time to time the number of\nshares to be included in each such series and to fix the

\ndesignations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof, including voting rights (if any), dividend rights,\ndissolution rights, conversion rights, exchange rights and redemption rights, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any such series, but not\nbelow the number of shares of such series then outstanding, without any further vote or action by our stockholders.

Our board of\ndirectors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in\nconnection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control and may adversely affect the market price of our common stock and the voting and\nother rights of the holders of our common stock.

Registration Rights

Our investors’ rights agreement, dated as of January 14, 2019, with certain of our stockholders identified therein grants such\nstockholders certain registration rights in respect of the “registrable securities” held by them, which securities include (i) any common stock held by investors party to our investors’ rights agreement at the time of this\noffering; (ii) any common stock issued or issuable, directly or indirectly, upon conversion and/or exercise of any of our other securities held by the investors party to our investors’ rights agreement; and (iii) any common stock\nissued as, or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as, a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities in clauses (i), and (ii).\nThe registration of shares of our common stock pursuant to the exercise of these registration rights would enable the holders thereof to sell such shares without restriction under the Securities Act when the applicable registration statement is\ndeclared effective. Under our investors’ rights agreement, we will pay all expenses relating to such registrations, including the fees of one counsel for the participating holders, and the holders will pay all underwriting discounts,\ncommissions and stock transfer taxes relating to the sale of their shares. Our investors’ rights agreement also includes customary indemnification and procedural terms.

These registration rights will expire on the earlier of (i) a deemed liquidation event, subject to certain exceptions; (ii) a\ntransaction in which a person or group of related persons acquires more than 50% of our outstanding voting stock, subject to certain exceptions; and (iii) such time as Rule 144 of the Securities or another similar exemption under the Securities\nAct is available for the sale of all of such holder’s shares without limitation during a three-month period without registration.

Demand Registration Rights

The holders of not less than 50% of the registrable securities then outstanding may request that we file a registration statement on Form S-1 with respect to at least 40% of the then-outstanding registrable securities (or a lesser percentage if the anticipated aggregate offering price, net of selling expenses, would exceed $15.0 million).\n

The holders of not less than 30% of the registrable shares then outstanding may request that we file a registration statement on Form S-3 with respect to such holders’ registrable securities then outstanding, if the aggregate offering price of the registrable securities, net of selling expenses, is expected to exceed\n$5.0 million.

Piggyback Registration Rights

In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other\nsecurity holders, the stockholders party to our investors’ rights agreement are entitled to certain “piggyback” registration rights allowing them to include their registrable securities in such registration, subject to certain\nmarketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act other than with respect to a demand registration, a registration

\nstatement on Form S-4 or S-8 or a registration to register debt securities and underlying common stock, these\nholders are entitled to notice of the registration and will have the right to include their registrable securities in the registration subject to certain limitations.

Anti-Takeover Matters in our Governing Documents and Under Delaware Law

Certain provisions of Delaware law, along with our amended and restated certificate of incorporation and our amended and restated bylaws, all\nof which are summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of our Company. These provisions are expected to discourage coercive takeover practices and inadequate takeover bids.\nThese provisions are also designed, in part, to encourage persons seeking to acquire control of our Company to first negotiate with our board of directors. However, these provisions could have the effect of delaying, discouraging or preventing\nattempts to acquire us, which could deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Authorized but Unissued Capital Stock

The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject\nto any limitations imposed by Nasdaq Rules. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and\npreferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Classified Board of Directors

Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes, with the classes as\nnearly equal in number as possible and each class serving three-year staggered terms. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. This\nsystem of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the\ndirectors.

Our amended and restated certificate of incorporation also provides that the total number of directors shall be determined\nfrom time to time exclusively by our board of directors; provided that, at any time Telegraph Hill Partners IV, L.P. (“THP LP”) and its affiliate THP IV Affiliates Fund, LLC (“THP LLC”, and together with THP LP,\n“THP”) beneficially owns, in the aggregate, at least 50% in voting power of the then-outstanding shares of stock of the Company entitled to vote generally in the election of directors, the stockholders may also fix the number of\ndirectors by resolution adopted by the stockholders.

Removal of Directors; Vacancies

Our amended and restated certificate of incorporation provides that, subject to the rights of holders of any series of our preferred stock,\ndirectors may be removed with or without cause by the affirmative vote of the holders of a majority in voting power of the then-outstanding shares of stock of our Company entitled to vote generally in the election of such directors; provided,\nhowever, that, from and after the time that THP first ceases to beneficially own more than 50% in voting power of the then-outstanding shares of stock of the Company entitled to vote generally in the election of directors (the “THP Trigger\nEvent”), any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of\nstock of our Company entitled to vote thereon, voting together as a single class.

In addition, our amended and restated certificate of\nincorporation provides that, subject to the rights of the holders of any series of our preferred stock and except as otherwise provided therein, any vacancy resulting from

\nthe death, resignation, removal or disqualification of a director or other cause, or any newly created directorship in the board of directors, may be filled by a majority of the directors then in\noffice or by our stockholders; provided, however, that from and after the THP Trigger Event, any vacancy resulting from the death, resignation, removal or disqualification of a director or other cause, or any newly created directorship in the\nboard of directors, shall be filled only by a majority of the directors then in office and shall not be filled by our stockholders.

These\nprovisions may have the effect of deferring, delaying, or discouraging hostile takeovers, changes in control of us or changes in our management.

Delaware Anti-Takeover Law

Our amended and restated certificate of incorporation provides that we will opt out of Section 203 (“Section 203”) of the\nGeneral Corporation Law of the State of Delaware, as amended (“DGCL”), until such time as THP beneficially owns, in the aggregate, less than a majority of the total voting power of all the\nthen-outstanding shares of stock of our Company entitled to vote generally in the election of directors, at which time we shall immediately and automatically become governed by Section 203.

Section 203 prohibits persons deemed to be “interested stockholders” from engaging in a “business combination”\nwith a publicly held Delaware corporation for three years following the date such persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a\nprescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder\nstatus did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The\nexistence of this provision may have an anti-takeover effect with respect to transactions that are not approved in advance by our board, including discouraging attempts that might result in a premium over the\nmarket price for the shares of common stock held by stockholders.

Our amended and restated certificate of incorporation provides that THP\n(together with its affiliates, successors and assigns) will not be deemed to be an “interested stockholder” regardless of the percentage of ownership of the total voting power of all the\nthen-outstanding shares of stock of our entitled to vote generally in the election of directors beneficially owned by them.

No Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative\nvoting. Our amended and restated certificate of incorporation does not authorize cumulative voting. Therefore, stockholders holding a majority of the shares of our stock entitled to vote generally in the election of directors are able to elect all\nof our directors.

Special Stockholder Meetings

Our amended and restated certificate of incorporation provides that, subject to the rights of the holders of any series of preferred stock with\nrespect to such series of preferred stock, special meetings of stockholders may only be called by order of the Chairman of our board of directors, our board of directors or our Chief Executive Officer; provided, however, that at any time\nprior to the THP Trigger Event, special meetings of our stockholders shall also be called by or at the direction of our board of directors or the Chairman of our board of directors at the request of THP. Our amended and restated bylaws prohibit the\nconduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying, or discouraging hostile takeovers or changes in control or management.

Director Nominations and Stockholder Proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for\nelection as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder must comply\nwith advance notice requirements and provide us with certain information.

Generally, to be timely, a stockholder’s notice must be\nreceived at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated bylaws specify requirements as to the\nform and content of a stockholder’s notice. Our amended and restated bylaws allow the chair of a meeting of the stockholders to adopt rules and regulations for the conduct of that meeting that may have the effect of precluding the conduct of\ncertain business at that meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors\nor otherwise attempting to influence or obtain control.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken\nwithout a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be\nnecessary 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 the certificate of incorporation provides otherwise. Our amended and restated certificate of\nincorporation precludes stockholder action by written consent upon the occurrence of the THP Trigger Event.

Amendment of\nCertificate of Incorporation or Bylaws

The DGCL provides generally that the affirmative vote of a majority of the shares entitled\nto vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage.

Our amended and restated certificate of incorporation provides that, upon the occurrence of the THP Trigger Event, the affirmative vote of the\nholders of at least 66 2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, is required to alter, amend or repeal the following\nprovisions of our amended and restated certificate of incorporation: Article V (Board of Directors), Article VI (Consent of Stockholders in Lieu of Meeting; Special Meetings of Stockholders), Article VII (Limitation of Liability), Article VIII\n(Corporate Opportunities and Competition), Article IX (Exclusive Forum), and Article X (Section 203 of the DGCL), and Article XI (Amendment of Certificate of Incorporation and Bylaws).

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that, upon the occurrence of the THP Trigger\nEvent, the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, is required to alter, amend or repeal our amended and restated\nbylaws.

The provisions of the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws could have\nthe effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These\nprovisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in\ntheir best interests.

Exclusive Forum

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the\nCourt of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack\nsubject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf,\n(ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders to us or our stockholders, (iii) any action asserting a claim against us or any of our\ncurrent or former directors, officers, employees or stockholders arising pursuant to any provision of the DGCL or of our amended and restated certification of incorporation or our amended and restated bylaws, (iv) any claim or cause of action\nseeking to interpret, apply, enforce or determine the validity of our amended and restated certification of incorporation or our amended and restated bylaws, (v) any action or proceeding asserting a claim against us or any of our current or\nformer directors, officers, employees or stockholders as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware, or (vi) any action asserting a claim governed by the internal affairs doctrine of the law of the\nState of Delaware. The foregoing exclusive forum provisions will not apply to claims arising under the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an\nalternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of\nlawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been\nchallenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible\nthat, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. Any person or\nentity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

Limitation of Liability and Indemnification of Directors and Officers

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that limit the liability of our\ndirectors for monetary damages to the fullest extent permitted by the DGCL. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability\nfor the following:

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any breach of their duty of loyalty to us or our stockholders;

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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;\n

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unlawful payments of dividends or unlawful stock repurchases or redemptions in violation of the DGCL; or\n

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any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation provides that if the DGCL is amended to permit further elimination or limitation of the\npersonal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Our amended and restated bylaws will provide that we shall indemnify any person who is or was a director or officer of ours or who is or was\nserving at our request as a director, officer, trustee, employee or agent of

\nanother corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or who is or was a party to, is threatened to be made a party to, or\nis otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative based on such person’s actions in his or her official capacity as a director, officer, trustee,\nemployee or agent of ours, in each case against all liability and loss suffered (including, without limitation, any judgments, fines, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, and amounts paid in\nsettlement) actually and reasonably incurred by or on behalf of such person in connection therewith, subject to certain conditions. In addition, our amended and restated bylaws will provide that we may, to the fullest extent permitted by law,\n(i) advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to certain exceptions, and (ii) purchase and maintain insurance, at our expense, to protect us\nand any person who is or was a director, officer, employee or agent of ours or is or was a director, officer, employee or agent of ours serving at our request as a director, officer, employee or agent of another corporation, limited liability\ncompany, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability, expense or loss, whether or not we would have the power or obligation to indemnify such person against such liability, expense or loss under\nthe DGCL.

We have entered and expect to continue to enter into agreements to indemnify and advance expenses to our directors, officers\nand other employees as determined by our board of directors. These agreements, among other things, require us to indemnify each the applicable indemnitee to the fullest extent permitted by Delaware law, including indemnification of expenses such as\nattorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by such indemnitee in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s\nservices as a director or executive officer. We believe that these indemnification and advancement provisions and insurance provisions of our amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified\npersons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The above description of\nthe indemnification provisions of our amended and restated certificate of incorporation, our amended and restated bylaws and our indemnification agreements is not complete and is qualified in its entirety by reference to these documents, each of\nwhich is filed as an exhibit to the registration statement of which this prospectus is a part.

Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated\nbylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action,\nif successful, might benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.\nInsofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore\nunenforceable. At present, there is no pending litigation or proceeding involving a director or officer of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for\nindemnification.

Conflicts of Interest

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the\ncorporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation provide that, to the fullest extent permitted by law, certain persons will not have any duty to refrain from (i) engaging in a\ncorporate opportunity in the same or similar business activities or

\nlines of business in which we or our affiliates are engaged or that are deemed to be competing with us or any of our affiliates or (ii) otherwise investing in or providing services to any\nperson that competes with us or our affiliates. In addition, to the fullest extent permitted by law, certain persons will not have any obligation to offer to us or our subsidiaries or affiliates the right to participate in any corporate opportunity\nin the same or similar business activities or lines of business in which we or our affiliates are engaged or that are deemed to be competing with us or any of our affiliates.

Transfer Agent and Registrar

The\ntransfer agent and registrar for our common stock is Pacific Stock Transfer Company. The transfer agent’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated\nconvertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the\napplicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to\nany supplemental indentures that specify the terms of a particular series of debt securities.

We will issue the debt securities under the\nindenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit\nto the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which\nthis prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

The following summary of material\nprovisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable\nprospectus supplements and any related free writing prospectuses we authorize for use in connection with a specific offering of debt securities, as well as the complete indenture that contains the terms of the debt securities.

General Matters

The indenture does not\nlimit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and in any currency or currency unit that we may designate. Except for the limitations on\nconsolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against\nchanges in our operations or financial condition or transactions involving us.

We may issue the debt securities issued under the\nindenture as “discount securities”, which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with\n“original issue discount” (“OID”) for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt\nsecurities issued with OID will be described in more detail in the applicable prospectus supplement.

We will describe in the applicable\nprospectus supplement the terms of the series of debt securities being offered, including:

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the title of the debt securities;

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the price or prices (expressed as a percentage of the principal amount) at which we will issue the debt\nsecurities;

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any limit on the aggregate principal amount of the debt securities;

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the date or dates on which we will pay the principal on the debt securities;

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the form of the debt securities;

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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates\n(including any commodity, commodity index, stock exchange index or financial index) at which

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\nthe debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the\ninterest payable on any interest payment date;

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the place or places where principal of and interest on the debt securities will be payable;\n

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the applicability of any guarantees;

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the terms and conditions upon which we may redeem the debt securities;

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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a\nperson who is not a U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous\nprovisions or at the option of a holder of debt securities;

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the dates on which and the price or prices at which we will repurchase debt securities at the option of the\nholders of debt securities and other detailed terms and provisions of these repurchase obligations;

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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any\nintegral multiple thereof;

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whether the debt securities will be issued in the form of certificated debt securities or global debt securities;\n

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if the debt securities of the series will be issued in whole or in part in the form of a global debt security,\nthe terms and conditions, if any, upon which such global debt security may be exchanged in whole or in part for other individual debt securities in definitive registered form, the depositary (as defined in the applicable prospectus supplement) for\nsuch global security and the form of any legend or legends to be borne by any such global security in addition to or in lieu of the legend referred to in the indenture;

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the principal amount due at maturity, and whether the debt securities will be issued with original issue\ndiscount;

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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity\ndate, if other than the principal amount;

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the currency of denomination of the debt securities;

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the designation of the currency, currencies or currency units in which payment of principal of and interest on\nthe debt securities will be made;

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if payments of principal of or interest on the debt securities will be made in one or more currencies or currency\nunits other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

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the manner in which the amounts of payment of principal of or interest on the debt securities will be determined,\nif these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange\nindex or financial index;

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any provisions relating to any security provided for the debt securities;

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the terms of the subordination of any series of the debt securities;

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restrictions on transfer, sale or other assignment of the debt securities, if any;

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if the principal amount payable at the stated maturity of debt securities of the series will not be determinable\nas of any one or more dates prior to such stated maturity, the amount that will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof\n

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\nwhich will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any such date (or, in any such case, the manner in which such deemed\nprincipal amount is to be determined), and if necessary, the manner of determining the equivalent thereof in U.S. dollars;

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the right, if any, to extend the interest payment periods or defer the payment of interest and maximum length of\nany such deferral period;

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with regard to the debt securities that do not bear interest, the dates for certain required reports to the\ntrustee;

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any provisions granting special rights to holders when a specified event occurs;

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any addition to or change in the provisions relating to or dealing with defeasance;

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any addition to or change in the events of default described in this prospectus or in the indenture with respect\nto the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;

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any addition to or change in the covenants described in this prospectus or in the indenture with respect to the\ndebt securities;

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any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as\nit applies to that series; and

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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect\nto the debt securities.

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or\nexchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include\nprovisions pursuant to which the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.

No Protection in the Event of a Change of Control

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders\nof the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) that could adversely affect holders of debt securities.\n

Covenants

We will set forth in the\napplicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.

Subordination

Debt securities of a series may be subordinated, which we refer to as subordinated debt securities, to senior indebtedness (as defined in the\napplicable prospectus supplement) to the extent set forth in the prospectus supplement relating thereto. To the extent we conduct operations through subsidiaries, the holders of debt securities (whether or not subordinated debt securities) will be\nstructurally subordinated to the creditors of our subsidiaries.

Consolidation, Merger or Sale

We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any\nperson, which we refer to as a successor person, unless:

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we are the surviving corporation or the successor person (if other than Teknova) is a corporation organized and\nvalidly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture;

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immediately after giving effect to the transaction, no event of default, and no event which, after notice or\nlapse of time, or both, would become an event of default, shall have occurred and be continuing under the indenture; and

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certain other conditions are met.

Notwithstanding the above, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us.

Events of Default under the Indenture

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of\ndefault under the indenture with respect to any series of debt securities that we may issue:

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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and\ncontinuance of that default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);\n

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default in the payment of principal of any debt security of that series when due and payable;\n

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default in the performance or breach of any other covenant or warranty by us in the indenture or any debt\nsecurity (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written\nnotice from the trustee or we and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;

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certain events of bankruptcy, insolvency or reorganization of our company; and

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any other event of default provided with respect to debt securities of that series that is described in the\napplicable prospectus supplement accompanying this prospectus.

No event of default with respect to a particular series\nof debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of certain events of default or an\nacceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.

If an event of default with respect to debt securities of any series outstanding at the time occurs and is continuing, then the trustee or the\nholders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal (or, if the\ndebt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of, and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an event\nof default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and\npayable without any

\ndeclaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has\nbeen made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all\nevents of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. We refer you\nto the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an\nevent of default.

The indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under the\nindenture, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will\nhave the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the\nindenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

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that holder has previously given to the trustee written notice of a continuing event of default with respect to\ndebt securities of that series; and

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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made\nwritten request, and offered reasonable indemnity, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than 25% in principal amount of the outstanding debt securities of that series a\ndirection inconsistent with that request and has failed to institute the proceeding within 60 days.

Notwithstanding the\nforegoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit\nfor the enforcement of payment.

The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a\nstatement as to compliance with the indenture. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default or event of default (except in payment on any debt securities of that series)\nwith respect to debt securities of that series if it in good faith determines that withholding notice is in the interest of the holders of those debt securities.

Modification of Indenture; Waiver

We may\nmodify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment\nwithout the consent of the holders of each affected debt security then outstanding if that amendment will:

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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;\n

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reduce the rate of, or extend the time for, payment of interest (including default interest) on any debt\nsecurity;

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reduce the principal of, or change the fixed maturity of, any debt security or reduce the amount of, or postpone\nthe date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;

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reduce the principal amount of discount securities payable upon acceleration of maturity;

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waive a default in the payment of the principal of, or interest on, any debt security (except a rescission of\nacceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);\n

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make the principal of, or interest on, any debt security payable in currency other than that stated in the debt\nsecurity;

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make any change to certain provisions of the indenture relating to, among other things, the right of holders of\ndebt securities to receive payment of the principal of and interest on those debt securities and to institute a suit for the enforcement of any such payment and to waivers or amendments; or

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waive a redemption payment with respect to any debt security.

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any\nseries may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the\nholders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of or any interest on, any debt security of that series;\nprovided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the\nacceleration.

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we\nmay be discharged from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost or mutilated debt\nsecurities of such series, and to maintain paying agencies and certain provisions relating to the treatment of funds held by paying agents). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government\nobligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, foreign government obligations, that, through the payment of interest and principal in accordance with their terms, will provide money in an\namount sufficient in the opinion of a nationally recognized firm of independent certified public accountants to pay and discharge each installment of principal and interest on and any mandatory sinking fund payments in respect of the debt securities\nof that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.

This\ndischarge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of\nexecution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and such opinion shall confirm based thereon that, the holders of the debt securities of that series will not\nrecognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have\nbeen the case if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants. The indenture provides\nthat, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:

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we may omit to comply with the covenant described under the heading “—Consolidation, Merger or\nSale” and certain other covenants set forth in the indenture, as well as any additional covenants that may be set forth in the applicable prospectus supplement; and

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any omission to comply with those covenants will not constitute a default or an event of default with respect to\nthe debt securities of that series, or covenant defeasance.

The conditions include:

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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities\ndenominated in a single currency other than U.S. dollars, foreign government obligations, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally\nrecognized firm of independent certified public accountants to pay and discharge each installment of principal of and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of\nthose payments in accordance with the terms of the indenture and those debt securities; and

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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that\nseries will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same\ntimes as would have been the case if the deposit and related covenant defeasance had not occurred.

Covenant\nDefeasance and Events of Default. In the event we exercise our option to effect covenant defeasance with respect to any series of debt securities and the debt securities of that series are declared due and payable because of the occurrence of\nany event of default, the amount of money and/or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that series at the time of their stated\nmaturity but may not be sufficient to pay amounts due on the debt securities of that series at the time of the acceleration resulting from the event of default. In such a case, we would remain liable for those payments.

“Foreign Government Obligations” means, with respect to debt securities of any series that are denominated in a currency\nother than U.S. dollars:

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direct obligations of the government that issued or caused to be issued such currency for the payment of which\nobligations its full faith and credit is pledged which are not callable or redeemable at the option of the issuer thereof; or

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obligations of a person controlled or supervised by, or acting as an agency or instrumentality of, that\ngovernment, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by that government, which are not callable or redeemable at the option of the issuer thereof.

Form, Exchange and Transfer

Each debt\nsecurity will be represented by either one or more global securities registered in the name of The Depository Trust Company, as depositary, or a nominee (we will refer to any debt security represented by a global debt security as a book-entry debt security), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a certificated debt security) as set forth in the\napplicable prospectus supplement. Except as set forth under the heading “-Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.

Certificated Debt Securities. The holder may transfer or exchange certificated debt securities at any office we maintain for this\npurpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable\nin connection with a transfer or exchange.

The holder may effect the transfer of certificated debt securities and the right to receive\nthe principal of and interest on, certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us\nor the trustee of a new certificate to the new holder.

Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary.

We will require the depositary to agree to follow the following procedures with respect to book-entry\ndebt securities.

Ownership of beneficial interests in book-entry debt securities will be limited to persons who have accounts with the\ndepositary for the related global debt security, which we refer to as participants, or persons who may hold interests through participants. Upon the issuance of a global debt security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the book-entry debt securities represented by such\nglobal debt security beneficially owned by such participants. The accounts to be credited will be designated by any dealers, underwriters or agents participating in the distribution of the book-entry debt\nsecurities. Ownership of book-entry debt securities will be shown on, and the transfer of such ownership interests will be effected only through, records maintained by the depositary for the related global debt security (with respect to interests of\nparticipants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive\nform. These laws may impair the ability to own, transfer or pledge beneficial interests in book-entry debt securities.

So long as the\ndepositary for a global debt security, or its nominee, is the registered owner of that global debt security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the\nbook-entry debt securities represented by such global debt security for all purposes under the indenture. Except as described below, beneficial owners of book-entry debt securities will not be entitled to have\nsecurities registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive form representing securities and will not be considered the owners or holders of those securities under the indenture.\nAccordingly, each person beneficially owning book-entry debt securities must rely on the procedures of the depositary for the related global debt security and, if such person is not a participant, on the procedures of the participant through which\nsuch person owns its interest, to exercise any rights of a holder under the indenture.

We understand, however, that under existing\nindustry practice, the depositary will authorize the persons on whose behalf it holds a global debt security to exercise certain rights of holders of debt securities, and the indenture provides that we, the trustee and our respective agents will\ntreat as the holder of a debt security the persons specified in a written statement of the depositary with respect to that global debt security for purposes of obtaining any consents or directions required to be given by holders of the debt\nsecurities pursuant to the indenture.

We will make payments of principal of, and premium and interest on, book-entry debt securities to\nthe depositary or its nominee, as the case may be, as the registered holder of the related global debt security. Teknova, the trustee and any other agent of ours or agent of the trustee will not have any responsibility or liability for any aspect of\nthe records relating to or payments made on account of beneficial ownership interests in a global debt security or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.

We expect that the depositary, upon receipt of any payment of principal of, and premium or interest on, a global debt security, will\nimmediately credit participants’ accounts with payments in amounts proportionate to the respective amounts of book-entry debt securities held by each participant as shown on the records of such depositary. We also expect that payments by\nparticipants to owners of beneficial interests in book-entry debt securities held through those participants will be governed by standing customer instructions and customary practices, as is now the case with\nthe securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

We will issue certificated debt securities in exchange for each global debt security if the depositary is at any time unwilling or unable to\ncontinue as depositary or ceases to be a clearing agency registered under the

\nExchange Act and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days. In addition, we may at any time and in our sole discretion\ndetermine not to have the book-entry debt securities of any series represented by one or more global debt securities and, in that event, will issue certificated debt securities in exchange for the global debt\nsecurities of that series. Global debt securities will also be exchangeable by the holders for certificated debt securities if an event of default with respect to the book-entry debt securities represented by\nthose global debt securities has occurred and is continuing. Any certificated debt securities issued in exchange for a global debt security will be registered in such name or names as the depositary shall instruct the trustee. We expect that such\ninstructions will be based upon directions received by the depositary from participants with respect to ownership of book-entry debt securities relating to such global debt security.

We have obtained the foregoing information concerning the depositary and the depositary’s book-entry system from sources we believe to\nbe reliable, but we take no responsibility for the accuracy of this information.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those\nduties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject\nto this provision, the trustee is under no obligation to exercise any of the powers given to it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and\nliabilities that it might incur.

The indenture and provisions of the Trust Indenture Act that are incorporated by reference therein\ncontain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee\nis permitted to engage in other transactions with us or any of our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the indentures or in the Trust Indenture Act), it must eliminate such\nconflict or resign.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any\ninterest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents\ndesignated by us, except that, unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the\napplicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying\nagents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of, or any premium or interest on, any debt securities that\nremains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt\nsecurities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in the applicable prospectus supplements and free writing\nprospectuses we have authorized for use in connection with a specific offering, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred\nstock or debt securities and may be issued in one or more series.

Warrants may be issued independently or together with common stock,\npreferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus,\nwe will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus we authorize for use in connection with the specific offering. The\nterms of any warrants offered under a prospectus supplement may differ from the terms described below.

We will file as exhibits to the\nregistration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, if any, including a form of warrant certificate, that describes the terms of the\nparticular series of warrants we are offering. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and\nwarrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this\nprospectus, as well as any related free writing prospectuses we have authorized for use in connection with a specific offering, and the complete warrant agreements and warrant certificates that contain the terms of the warrants.

General Matters

We will describe in the\napplicable prospectus supplement the terms relating to a series of warrants being offered, including:

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the title of such securities;

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the offering price or prices and aggregate number of warrants offered;

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the currency or currencies for which the warrants may be purchased;

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of\nwarrants issued with each such security or each principal amount of such security;

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if applicable, the date on and after which the warrants and the related securities will be separately\ntransferable;

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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;\n

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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon\nexercise of one warrant and the price at which, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or\npreferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which, and the currency in which, these shares may be purchased upon such exercise;

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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and\nthe warrants;

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

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the terms of any rights to force the exercise of the warrants;

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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise\nof the warrants;

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

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the manner in which the warrant agreements and warrants may be modified;

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a discussion of any material or special U.S. federal income tax consequences of holding or exercising the\nwarrants;

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

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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.\n

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities\npurchasable upon such exercise, including:

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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium,\nif any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or,\npayments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price\nthat we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set\nforth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the\nwarrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set\nforth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection with the exercise of the warrant.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the\nwarrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised,\nthen we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Governing Law

Unless we provide\notherwise in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant agreements, will be governed by and construed in accordance with the\nlaws of the State of New York.

Enforceability of Rights by Holders of Warrants

Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of\nagency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable\nwarrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any\nother warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

Warrant Agreement Will Not Be Qualified Under Trust Indenture Act

No warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualify as a trustee, under the Trust\nIndenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.

Calculation Agent

Calculations relating\nto warrants may be made by a calculation agent, an institution that we appoint as our agent for this purpose. The prospectus supplement for a particular warrant will name the institution that we have appointed to act as the calculation agent for\nthat warrant as of the original issue date for that warrant. We may appoint a different institution to serve as calculation agent from time to time after the original issue date without the consent or notification of the holders.

The calculation agent’s determination of any amount of money payable or securities deliverable with respect to a warrant will be final\nand binding in the absence of manifest error.

DESCRIPTION OF RIGHTS

General

We may issue rights to purchase\ncommon stock, preferred stock, units or the other securities described in this prospectus. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus\nsupplement may add, update or change the terms and conditions of the rights as described in this prospectus.

We will describe in the\napplicable prospectus supplement the terms and conditions of the issue of rights being offered, the rights agreement relating to the rights and the rights certificates representing the rights, including, as applicable:

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the title of the rights;

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the date of determining the stockholders entitled to the rights distribution;

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the title, aggregate number of shares of common stock, preferred stock or other securities purchasable upon\nexercise of the rights;

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the exercise price;

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the currencies in which the rights are being offered;

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the aggregate number of rights issued;

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the date, if any, on and after which the rights will be separately transferable;

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the date on which the right to exercise the rights will commence and the date on which the right will expire; and\n

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any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange\nand exercise of the rights.

Exercise of Rights

Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock, units or\nother securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After\nthe close of business on the expiration date, all unexercised rights will be void.

Holders may exercise rights as described in the\napplicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon\nas practicable, forward the shares of common stock or preferred stock purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons\nother than stockholders, to or through agents, underwriters, brokers or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.

DESCRIPTION OF UNITS

We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may\nevidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and\naddress of the unit agent in the applicable prospectus supplement relating to a particular series of units.

The following description,\ntogether with the additional information included in the applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing\nprospectus we authorize for use in connection with a specific offering of units, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will\nfile as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.\n

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,\nwithout limitation, the following, as applicable:

\n\n\n\n\n

•

identification and description of the separate constituent securities comprising the units;\n

\n\n\n\n\n

•

the price or prices at which the units will be issued;

\n\n\n\n\n

•

the date, if any, on and after which the constituent securities comprising the units will be separately\ntransferable;

\n\n\n\n\n

•

a discussion of certain U.S. federal income tax considerations applicable to the units; and\n

\n\n\n\n\n

•

any other terms of the units and their constituent securities.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail\nbelow. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary maintain for this purpose as the “holders” of those securities. These persons are the legal\nholders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below,\nindirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

Book-Entry Holders

We may issue\nsecurities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary\non behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial\ninterests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is\nrecognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we\nwill make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its\nparticipants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global\nsecurity, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in\nglobal form, investors will be indirect holders, and not legal holders, of the securities.

Street Name Holders

We may terminate a global security in certain situations, as described under “—Special Situations When a Global Security Will Be\nTerminated”, or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name”. Securities held by an investor in street name would be\nregistered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other\nfinancial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they\nreceive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not\nholders, of those securities.

Legal Holders

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders\nof the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or\nhas no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the legal holder, we have no further\nresponsibility for the payment or notice even if that legal holder is required, under agreements with its participants or customers or by law, to pass the payment or notice along to the indirect holders but does not do so. Similarly, we may want to\nobtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only\nfrom the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.

Special Considerations for Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form\nbecause the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

\n\n\n\n\n

•

how it handles securities payments and notices;

\n\n\n\n\n

•

whether it imposes fees or charges;

\n\n\n\n\n

•

how it would handle a request for the holder’s consent, if ever required;

\n\n\n\n\n

•

whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if\nthat is permitted in the future;

\n\n\n\n\n

•

how it would exercise rights under the securities if there were a default or other event triggering the need for\nholders to act to protect their interests; and

\n\n\n\n\n

•

if the securities are in book-entry form, how the depositary’s\nrules and procedures will affect these matters.

Global Securities

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all\nsecurities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be\nrepresented by a global security that we issue to deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify\notherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor\ndepositary, unless special termination situations arise. We describe those situations below under “—Special Situations When a Global Security Will Be Terminated”. As a result of these arrangements, the depositary, or its nominee,\nwill be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account\nwith a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the\nsecurity, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular\nsecurity indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities\nthrough another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global Securities

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s\nfinancial institution and of the depositary, as well as general laws relating to securities transfers.

\nWe do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only as global securities, an investor should be aware of the following:

\n\n\n\n\n

•

an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations described below;

\n\n\n\n\n

•

an investor will be an indirect holder and must look to his or her own bank or broker for payments on the\nsecurities and protection of his or her legal rights relating to the securities, as described above;

\n\n\n\n\n

•

an investor may not be able to sell interests in the securities to some insurance companies and to other\ninstitutions that are required by law to own their securities in non-book-entry form;

\n\n\n\n\n

•

an investor may not be able to pledge his or her interest in the global security in circumstances where\ncertificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

\n\n\n\n\n

•

the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges\nand other matters relating to an investor’s interest in the global security;

\n\n\n\n\n

•

we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its\nrecords of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary in any way;

\n\n\n\n\n

•

the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the\nglobal security within its book-entry system use immediately available funds, and your broker or bank may require you to do the same; and

\n\n\n\n\n

•

financial institutions that participate in the depositary’s book-entry system, and through which an\ninvestor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities.

There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the\nactions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates\nrepresenting those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in\nsecurities transferred to their own names, so that they will be direct holders. The rights of holders and street name investors are described above.

A global security will terminate when the following special situations occur:

\n\n\n\n\n

•

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for\nthat global security and we do not appoint another institution to act as depositary within 90 days;

\n\n\n\n\n

•

if we notify any applicable trustee that we wish to terminate that global security; or

\n\n\n\n\n

•

if an event of default has occurred with regard to securities represented by that global security and has not\nbeen cured or waived.

The applicable prospectus supplement may also list additional situations for terminating a global\nsecurity that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for deciding the names of the\ninstitutions that will be the initial direct holders.

PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, direct sales to the public, “at the\nmarket” offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities\nfrom time to time in one or more transactions:

\n\n\n\n\n

•

at a fixed price or prices, which may be changed;

\n\n\n\n\n

•

at market prices prevailing at the time of sale;

\n\n\n\n\n

•

at prices related to such prevailing market prices; or

\n\n\n\n\n

•

at negotiated prices.

A prospectus supplement or supplements (and any related free writing prospectus that we may have authorized for use in connection with a\nspecific offering) will describe the terms of the offering of the securities, including, to the extent applicable:

\n\n\n\n\n

•

the name or names of the underwriters, if any;

\n\n\n\n\n

•

the purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive\nfrom the sale;

\n\n\n\n\n

•

any over-allotment options under which underwriters may purchase\nadditional securities from us;

\n\n\n\n\n

•

any agency fees or underwriting discounts and other items constituting agents’ or underwriters’\ncompensation;

\n\n\n\n\n

•

any public offering price;

\n\n\n\n\n

•

any discounts or concessions allowed or re-allowed or paid to dealers;\nand

\n\n\n\n\n

•

any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time\nin one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable\nunderwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to\npurchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or re-allowed\nor paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of\nsecurities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period\nof its appointment.

We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase\nsecurities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts\nand the commissions we must pay for solicitation of these contracts in the prospectus supplement.

We may provide agents and underwriters with indemnification against civil liabilities,\nincluding liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us\nin the ordinary course of business.

All securities we may offer, other than common stock, will be new issues of securities with no\nestablished trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any\nsecurities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in\naccordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing\nbids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the\nover-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities\noriginally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may\ndiscontinue any of the activities at any time.

Any underwriters that are qualified market makers on the Nasdaq Global Market may engage\nin passive market making transactions in the common stock on the Nasdaq Global Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of\nthe common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest\nindependent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making\nmay stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

In compliance with guidelines of the Financial Industry Regulatory Authority (“FINRA”), the maximum consideration or discount to\nbe received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and the applicable prospectus supplement.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any\nsupplement thereto, will be passed upon for us by Paul Hastings LLP, Palo Alto, California.

EXPERTS

The financial statements of Alpha Teknova, Inc. as of December 31, 2024 and for the year ended December 31, 2024 incorporated by\nreference in this prospectus have been so incorporated by reference in reliance upon the report of Grant Thornton LLP (“Grant Thornton”), independent registered public accountants, upon the authority of said firm as experts in accounting\nand auditing.

The financial statements of Alpha Teknova, Inc. appearing in Alpha Teknova, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2023, have been audited by Ernst & Young LLP (“Ernst & Young”), independent registered public accounting firm, as set forth in their report\nthereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Change in Auditor

On March 26,\n2024, the audit committee of our board of directors (the “Audit Committee”) approved the appointment of Grant Thornton as our independent registered public accounting firm, effective March 26, 2024. Grant Thornton replaced\nErnst & Young as our independent registered public accounting firm.

During our fiscal year ended December 31, 2023, and the\nsubsequent interim period through the date of the Current Report on Form 8-K filed with the SEC on April 2, 2024 (the “Form 8-K”), neither we, nor\nanyone acting on our behalf, consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to\nour financial statements, and neither a written report nor oral advice was provided to us that Grant Thornton concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or\n(ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

In connection with our appointment of Grant Thornton as our independent registered\npublic accounting firm, on March 26, 2024, the Audit Committee dismissed Ernst & Young as our independent registered public accounting firm.

Ernst & Young’s audit report on our financial statements as of and for the year ended December 31, 2023, contained an\nexplanatory paragraph related to our ability to continue as a going concern but did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles.

During our fiscal year ended December 31, 2023, and the subsequent interim period through the date of the Form 8-K: (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with Ernst & Young on any matters of accounting principles or\npractices, financial statement disclosure, or auditing scope and procedures, which disagreements, if not resolved to Ernst & Young’s satisfaction, would have caused Ernst & Young to make reference to the matter in their\nreport on our financial statements for such year, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

In accordance with item 304(a)(3) of Regulation S-K, we provided Ernst & Young with a copy of\nthe disclosures contained in the Form 8-K prior to its filing with the SEC and requested that Ernst & Young furnish

\nus with a letter addressed to the SEC stating whether or not Ernst & Young agreed with the statements made by us in the Form 8-K and, if not,\nstating the respects in which it did not agree. A copy of Ernst & Young’s letter dated April 1, 2024, was attached as Exhibit 16.1 to the Form 8-K.

WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains an Internet site that contains reports, proxy and information\nstatements, and other information regarding issuers that file electronically with the SEC, including Alpha Teknova, Inc. The SEC’s Internet site can be found at http://www.sec.gov. Additional information with respect to us can be found\non our website at www.teknova.com. Any information contained on, or that can be accessed through, our website is not incorporated by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with\nmaking any decision with respect to an investment in our securities. We have included our website address in this prospectus supplement solely as an inactive textual reference.

IMPORTANT INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important\ninformation to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus contain important information that you should read about us.

The following documents are incorporated by reference into this prospectus:

\n\n\n\n

(a)

Our Annual Report on Form\n 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025;

\n\n\n\n

(b)

The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024 from our Definitive Proxy Statement on Schedule 14A, filed with\nthe SEC on April 28, 2025; and

\n\n\n\n

(c)

Our Quarterly Report on Form\n 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 9, 2025;

\n\n\n\n

(d)

Our Current Reports on Form 8-K (other than portions thereof furnished\nunder Item 2.02 of Form 8-K and exhibits accompanying such reports that relate to such items) filed with the SEC on March\n 4, 2025 and June 23, 2025;

\n\n\n\n

(e)

The description of our common stock contained in our Registration Statement on Form\n 8-A (File No. 001-40538), filed with the SEC on June 24, 2021, including any amendments or reports filed for the purpose of updating such description,\nincluding Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed\nwith the SEC on March 7, 2025.

We also incorporate by reference any future filings (other than current reports\nfurnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly\nprovides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus forms a part, until\nwe file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus and such future filings will become a part of this prospectus from the respective dates that such documents are filed with\nthe SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus supplement to the extent that a\nstatement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be\ndeemed, except as so modified or superseded, to constitute a part of this prospectus.

You may obtain any of the documents incorporated by\nreference in this prospectus from the SEC through the SEC’s website at the address provided above. Documents incorporated by reference are also available from us, without charge. You may obtain documents incorporated by reference in this\nprospectus by requesting them in writing or by telephone at the following address:

Alpha Teknova, Inc.

Attn: Corporate Secretary

2451\nBert Drive

Hollister, CA 95023

investors@teknova.com

Phone: 1\n(781) 235-3060

8,000,000 Shares of Common Stock

\n\n\n $\"LOGO\"$ \n

Alpha Teknova, Inc.

PROSPECTUS SUPPLEMENT

Joint Book-Running Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


TD Cowen		William Blair

Lead Manager

\n\n\n\n\n\n\n\n\n\n

Craig-Hallum

Co-Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Stephens Inc.		Roth Capital Partners

October 21, 2026

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