The date of this prospectus is           , 2012

ii

This prospectus is part of a “shelf” registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC” or “Commission”) using a “shelf” registration process. Under this shelf registration process, we may, sell:

This prospectus provides you with a general description of those securities. We willthe securities we may offer our securities in amounts, at prices and on termspursuant to be determined at the time we offer such securities.registration statement of which this prospectus forms a part. Each time we sell securities pursuant to the registration statement of which this prospectus forms a part, we will provide a prospectus supplement that will containcontains specific information about the terms of that offering. The prospectus supplement may also add to, update or change the information contained in or incorporated by reference in this prospectus.

We are responsible only for the information contained in or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making offers to sell the securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

Before purchasing any securities, you should carefully read both this prospectus and the applicableany prospectus supplement, and any applicable free writing prospectus together with the additional information described under the heading “Where You Can Find More Information.Information” and “Information We Incorporate by Reference.” Under no circumstancesYou should the delivery to you of this prospectus or any offering or sales made pursuant to this prospectus create any implicationassume that the information contained in this prospectus, any prospectus supplement or any free writing prospectus is correctaccurate only as of the date on its respective cover, and that any time afterinformation incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

References in this prospectus.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. Our website is located at www.emcore.com. Through links on the “Investors” portion of our website, we make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The information contained on or that can be accessed through our website does not constitute part of this prospectus, and the documents we haveexcept for reports filed with the SEC that are specifically incorporated herein by reference.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. This prospectus does not contain all of the information included in the registration statement. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or will be filed through an amendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K or other filed document and incorporated into this prospectus by reference. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. The full registration statement, including exhibits thereto, may be obtained from the SEC or us as indicated above.

INFORMATION WE INCORPORATE BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. We incorporate by reference in this prospectus the following documents and reports (other than, in each case, the portions that are deemed to have been furnished and not filed in accordance with SEC rules):

·our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed with the SEC on December 10, 2019;

·                  our Current Reports on Form 8-K filed with the SEC on October 30, 2019 (with respect to Item 1.01 and Exhibits 2.1 and 10.1 only), on December 26, 2019 and on January 6, 2020 and our Current Report on Form 8-K/A filed with the SEC on August 23, 2019; and

·                  the description of our common stock contained in Exhibit 4.2 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed with the SEC on December 10, 2019, which updated the description thereof contained in our Registration Statement on Form 8-A, filed with the SEC on February 26, 1997 (File No. 000-22175).

We also incorporate by reference the information contained in all other documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than the portions that are deemed to have been furnished and not filed in accordance with SEC rules, unless otherwise indicated therein), on or after the date of the registration statement of which this prospectus forms a part and prior to its effectiveness and prior to the completion of the offering of all securities under this prospectus and any prospectus supplement, including the portions of our Definitive Proxy Statement on Schedule 14A to be filed with the SEC within 120 days of our fiscal year end and that are to be incorporated by reference containin Part III of our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus and any accompanying prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any accompanying prospectus supplement. We will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered, a copy of any or all of the documents incorporated by reference in this prospectus or any accompanying prospectus supplement (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference in the document requested) at no cost. Any such request can be made by writing or telephoning us at the following address and telephone number:

Ryan Hochgesang
Vice President, General Counsel
EMCORE Corporation
2015 W. Chestnut Street
Alhambra, California 91803
Telephone:  (626) 293-3400

FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are largelymade pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, in particular, projections about our future results included in our Exchange Act reports and statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”,“anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will,” “would,” and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters such as theour expected liquidity, development of new products, enhancements or technologies, sales levels, expense levels, expectations regarding the outcome of legal proceedings and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements, includingstatements. Factors that could cause or contribute to such differences in results and outcomes include without limitation:limitation the following: (a) the impactrapidly evolving markets for the Company’s products and uncertainty regarding the development of these markets; (b) the Company’s historical dependence on the Company, oursales to a limited number of customers and our suppliers fromfluctuations in the effectsmix of the floodsproducts and customers in Thailand; (b)any period; (c) delays and other difficulties in commercializing new products; (c)(d) the failure of new productsproducts: (i) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and accepted by our customers, and (iv) to successfully compete with products offered by our competitors; (d) our ability to increase our liquidity; (e) uncertainties concerning the extent of our insurance recovery from damage to our contract manufacturer's facilities and the Company's and our contract manufacturer's equipment; (f) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; and (g)(f) actions by competitors.competitors; (g) risks and uncertainties related to applicable laws and regulations, including the impact of changes to applicable tax laws and tariff regulations; (h) acquisition-related risks, including that (i) the revenues and net operating results obtained from the Systron Donner Inertial (“SDI”) business may not meet our expectations, (ii) the costs and cash expenditures for integration of the SDI business operations may be higher than expected, (iii) there could be losses and liabilities arising from the acquisition of SDI that we will not be able to recover from any source, and (iv) we may not realize sufficient scale in our navigation systems product line from the SDI acquisition and will need to take additional steps, including making additional acquisitions, to achieve our growth objectives for this product line; (i) risks related to our ability to obtain capital; (j) risks related to the transition of certain our manufacturing operations from our Beijing facility to a contract manufacturer’s facility; and (k) other risks and uncertainties discussed in Part I, Item 1A, Risk Factors that could cause or contribute to differences in results and outcomes also include, but are not limited to, those discussed under the section entitled “Risk Factors” in this prospectus and in any applicable prospectus supplement or free writing prospectus and any documents incorporated by reference herein or therein, including, without limitation, the risks we discuss in greater detail in our most recent annual reportAnnual Report on Form 10-K filed with the SEC, as such risk factors may be amended, supplemented or superseded from time to time by our subsequent periodic reports we file with the SEC, and in any prospectus supplement.

Forward-looking statements are based on certain assumptions and analysis made in light of our most recent quarterly report on Form 10-Q,experience and perception of historical trends, current conditions and expected future developments as well as any amendments thereto reflected in subsequent filings withother factors that we believe are appropriate under the SEC. Readers should carefully review this prospectus, any applicable supplement to this prospectuscircumstances. While these statements represent our judgment on what the future may hold, and any related free writing prospectus, together with the information incorporated herein by reference completely and with the understanding that our actual future results may be materially different from what we expect. We can give no assurances that any of the events anticipated by the forward-lookingbelieve these judgments are reasonable, these statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

EMCORE CORPORATION

EMCORE Corporation

EMCORE’s headquarters and principal executive offices are located at 10420 Research Road, SE, Albuquerque, New Mexico, 87123, and2015 W. Chestnut Avenue, Alhambra, California, 91803, our main telephone number is (505) 332-5000. For specific information about our company, our products or the markets we serve, please visit(626) 293-3400 and our website at http://www.emcore.com.is www.emcore.com. The information contained on or that can be accessed through our website does not constitute part of this prospectus, except for reports filed with the SEC that are specifically incorporated herein by reference.

RISK FACTORS

Investing in any of our securities involves significant risks. Before making an investment decision, in addition to the other information contained in or linked to our website is not part ofincorporated by reference in this prospectus.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of any investmentsecurities covered by this prospectus as set forth in securities issuedthe applicable prospectus supplement. Pending any specific application, we may temporarily invest funds in short-term investments, including marketable securities.

DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the material provisions of our Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and By-Laws (our “Bylaws”), insofar as they relate to the material terms of our capital stock. This summary is qualified in its entirety by EMCORE Corporation described inreference to the full text of our Certificate of Incorporation and Bylaws, which are included as exhibits to our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as updated by annual, quarterly2019 and other reports and documents we filefiled with the SEC afteron December 10, 2019. Additionally, the date of this prospectus and that are incorporated by reference herein. Before making an investment decision, you should carefully consider those risks as well as other information we include or incorporate by reference in this prospectus and the applicable prospectus supplement. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Moreover, the risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently consider immaterialNew Jersey Business Corporation Act (the “NJBCA”) may also affect our business operations.

Authorized Capitalization

Our authorized capital stock consists ofof:

·                  50,000,000 shares of common stock, no par value (“Common Stock”); and

·                  5,882,352 shares of preferred stock, par value $0.0001 par value. per share (“Preferred Stock”).

As of August 3, 2012, we had 24,060,945December 6, 2019, approximately 35.8 million shares of common stockour Common Stock were issued, approximately 28.9 million shares of our Common Stock were issued and outstanding, and no shares of preferred stockPreferred Stock were issued or outstanding.

Subject to the relative rights, limitations and preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock areany then outstanding Preferred Stock, holders of our Common Stock will be entitled to receivecertain rights, including (i) to share ratably suchin dividends if, any,when and as may be declared by the Boardour board of Directorsdirectors out of funds legally available therefor. Intherefor and (ii) in the event of our liquidation, dissolution or winding up, of the Company, the holders of common stock are entitled to share ratably in allthe distribution of assets remaininglegally available therefor, after payment of liabilities, subjectdebts and expenses. Each outstanding share of our Common Stock will entitle the holder to one vote on all matters submitted to a vote of the prior liquidation rightsshareholders, including the election of any outstanding shares of preferred stock. The common stock has no preemptive, redemption, conversion or other subscription rights. The outstanding shares of common stock are,directors, and the shares offered by the Company in the offering will be, when issued and paid for, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of our Common Stock will possess the exclusive voting power. The holders of our Common Stock will not have cumulative voting rights in the election of directors or preemptive rights to subscribe for additional shares of our capital stock.

Holders of shares of our Common Stock will have no preference, conversion, exchange, sinking fund, redemption or appraisal rights. All outstanding shares of Common Stock are fully paid and nonassessable.

Preferred Stock

Under the terms of our Certificate of Incorporation, our board of directors has the authority, without any requirement of vote or class vote of shareholders, to issue up to 5,882,352 shares of Preferred Stock, in one or more classes or series, and to establish and designate in any such class or series of Preferred Stock such priorities, powers, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions as it shall determine.

As of December 6, 2019, we have no outstanding shares of Preferred Stock. All shares of Preferred Stock will be, if and when issued, fully paid and nonassessable.

Anti-Takeover Effects of Our Certificate of Incorporation and Bylaw Provisions and the NJBCA

Certain provisions of our Certificate of Incorporation and Bylaws, as well as certain provisions of the NJBCA, may make it more difficult to acquire control of us by means of a tender offer, open market purchase, proxy contest or otherwise. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of our company to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. For additional information, we refer you to the provisions of our Certificate of Incorporation, our Bylaws and the applicable sections of the NJBCA.

Certain Provisions of our Certificate of Incorporation and Bylaws

Certain provisions contained in our Certificate of Incorporation and Bylaws could have an anti-takeover effect. These provisions:

·          provided for the classification of our board of directors into three classes, with staggered three-year terms and, until recent respective amendments to our Certificate of Incorporation and Bylaws to declassify our Board that became effective in March 2018 are fully phased in beginning with our 2021 annual meeting of shareholders, the current three-year term of certain of our directors will remain in effect until their current term expires;

·          authorize the issuance by our board of directors of Preferred Stock, without any requirement of vote or class vote of shareholders, commonly referred to as “blank check” preferred stock, currently outstanding or which the Companyshares of Preferred Stock may designate and issuehave rights senior to those of our Common Stock;

·          do not provide for cumulative voting by shareholders in the future.

The Transfer Agenttransfer agent and Registrarregistrar for our common stockCommon Stock is American Stock Transfer & Trust Company, New York, New York.

The following description, oftogether with the terms of the debt securities sets forthadditional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt securities that we may offer in one or more series under this prospectus. When we offer to which anysell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities. To the extent the information contained in the prospectus supplement may relate. The particulardiffers from this summary description, you should rely on the information in the prospectus supplement.

We will issue any senior debt securities under the senior indenture which we will enter into with the trustee to be named in the senior indenture. We will issue any subordinated debt securities under the subordinated indenture which we will enter into with the trustee to be named in the subordinated indenture. We have filed forms of these indentures as exhibits to 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 this prospectus is a part or will be incorporated by any prospectus supplementreference from reports that we file with the SEC. Unless the context requires otherwise, we use the term “indenture” to refer to both the senior indenture and the extent, ifsubordinated indenture, as well as to refer to any to which these general provisions may apply to those debt securities will be described in the prospectus supplement relating to those debt securities. Accordingly, for a description ofsupplemental indentures that specify the terms of a particular issueseries of debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

The indenture will be qualified under the Trust Indenture Act of 1939. We use the term “trustee” to refer to either the senior trustee or the subordinated trustee, as applicable.

The following summary of material provisions of the senior debt securities, the subordinated debt securities and the indenture is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement related to the debt securities that we sell under this prospectus, as well as the complete indenture that contains the terms of the debt securities.

General

The indenture does not limit the aggregate principal amount of debt securities reference mustthat may be made to both the prospectus supplement relating thereto and to the following description.

·                  the title of the debt securities;

·                  the price or prices (expressed as a percentage of the principal amount) at which we have outstandingwill sell the debt securities;

·                  the aggregate principal amount of the debt securities being offered and any limit on the aggregate principal amount of that series of debt securities;

·                  whether any of our direct or may incur,indirect subsidiaries will guarantee the debt securities, including the terms of subordination, if any, of those guarantees;

·                  the terms of the subordination will be set forth in the prospectus supplement relating to theof any series of subordinated debt securities. Debt securities will be issued under onesecurities;

·                  the date or more indentures between us and one or more trustees named indates on which the prospectus supplement, which we refer to as the trustee. The statements made in this prospectus relating to the indenture and the debt securities to be issued under the indenture are summaries of certain terms and provisionsprincipal of the formsecurities of indenture that has been filed as Exhibit 4.2 to the registration statement of which this prospectus forms a part and are not complete. You should read the indenture for provisions that may be important to you.

·                  any other terms of a time and in the manner stated in the prospectus supplement.

In addition, we will be issuable only in fully registered form without coupons or in the form of one or more global securities, as described below under “-Global Securities”. Unless the prospectus supplement specifies otherwise, debt securities denominated in U.S. dollars will be issued only in denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof. The prospectus supplement relating to debt securities denominated in a foreign or composite currency will specify the authorized denominations.

If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to thesethat issue of debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Transfer and Exchange

Each debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, as the depositary, or a nominee of the depositary (we will refer to any such debt security as a “global debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificate as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth below, global debt securities will not be issuable in certificated form.

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

You may effect the transfer of certificated debt securities and the right to receive the principal of and any premium 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 or the trustee of a new certificate to the new holder.

Global Debt Securities and Book-Entry System. Each global debt security will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary. Beneficial interests in global debt securities will not be issuable in certificated form unless (i) the depositary has notified us that it is unwilling or unable to continue as depositary for that global debt security or has ceased to be qualified to act as such as required by the indenture and we fail to appoint a successor depositary within 90 days of such event, (ii) we determine, in our sole discretion, not to have those securities represented by one or more global securities or commodities will(iii) any other circumstances shall exist, in addition to or in lieu of those described above, as may be described in the relevantapplicable prospectus supplement.

The indenture generally provides that we willmay not consolidate with or merge with or into, orsell, convey, transfer or leasedispose of all or substantially all of our properties and assets to another entity, whether in one transaction or a series of related transactions, unless:  (i) the resulting, surviving or transferee entity (A) is a corporation, limited liability corporation, partnership or trust organized under the laws of the United States, any Person (a “Successor Person”),state thereof or the District of Columbia, and will not permit any Person(B) expressly assumes by a supplemental indenture all of our obligations under the debt securities and the indenture, (ii) immediately after giving effect to merge into us in asuch transaction inno Event of Default (as defined herein) and no circumstances which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, and (iii) we are notshall have delivered to the surviving entity, unless:

“Event of Default” means with respect to any series of debt securities, any of the following will constitutefollowing:

·                  default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such 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);

·                  default in the payment of principal of, or any premium on, any debt security of that series at its maturity;

·                  default in the performance or breach of any covenant by us in the indenture (other than defaults described above or defaults relating to a covenant 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 90 days after we receive written notice thereof;

·                  the occurrence of specified events of bankruptcy, insolvency or reorganization; and

·                  any other event of default provided with respect to a series of debt securities that is described in the applicable prospectus supplement.

No event of default with respect to a particular series of 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 acceleration under the debt securitiesindenture may constitute an event of a particular series:

If an event of default with respect to any series of debt securities at the time outstanding occurs and is continuing (other than an event of default described in items (e)resulting from certain events of bankruptcy, insolvency or (f) above) shall occur and be continuing, eitherreorganization), then the trustee or the holders of at leastnot less than 25% in aggregate principal amount of the outstanding debt securities of that series may, by a notice as provided in writing to us (and to the indenture maytrustee if given by the holders), declare the principal amount of such series of the debt securities to be due and payable immediately. If an event of default described in clause (e) above shall occur,immediately the principal amount of all(or, if the outstanding debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will automatically,become and be immediately due and payable without any action bydeclaration or other act on the part of the trustee or any holder become immediately due and payable. Afterof outstanding debt securities. At any suchtime after a declaration of acceleration with respect to debt securities of any series has been 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 aggregate principal amount of the outstanding debt securities of a particularthat series, by written notice to us and the trustee, may under certain circumstances, rescind and annul such declaration of acceleration and its consequences if all events 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. For information as to waiver of defaults, see “-Modification and Waiver.”

The indenture provides that the trustee will be under no obligation to perform any duty or exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee reasonable indemnity.receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing that duty or exercising that right or power. Subject to such provisions for the indemnificationcertain rights of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of thatany series will have 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 such series of the debt securities.

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

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

·                  the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request to the trustee to institute the proceedings in respect of that event of default in its own name as trustee under the indenture;

·                  such holder or holders have offered to the trustee indemnity or security satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by the trustee in compliance with the request;

·                  the trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and

·                  no direction inconsistent with the written request has been given to the trustee during that 60-day period by holders of a majority in principal amount of the outstanding debt securities of that series.

Notwithstanding any other remedy thereunder, unless:

We and the trustee we may modify and amend or supplement the indenture or the debt securities of one or more series without the consent of any holder for certain purposes, including evidencing the succession of another personany debt security:

·                  to us and such person's assumptionadd guarantees with respect to debt securities of a series or secure debt securities of a series;

·                  to surrender any of our obligationsrights or powers under the indenture, addingindenture;

·                  to ouradd covenants or events of default establishing formsfor the benefit of the holders of any series of debt securities;

·                  to secure the debt securities;

·                  to comply with the applicable rules or procedures of any applicable depositary;

·                  to cure any ambiguity, defect or inconsistency;

·                  to comply with the provisions of the indenture concerning consolidations, mergers and transfers of all or substantially all of our assets;

·                  to provide for uncertificated securities in addition to or in place of certificated securities;

·                  to make any change that does not materially adversely affect the rights of any holder of that series of debt securities;

·                  to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee;

·                  to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

·                  to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the debt securities may be listed or traded;

·                  to provide for the issuance of and establish the form and terms and conditions of debt securities curing ambiguitiesof any series as permitted by the indenture; and

·                  for certain other purposes which do not adversely affect the holdersreasons set forth in any material respect.

We may also modify and amendments ofamend the indenture may be made by us and the trustee with the consent of the holders of at least a majority in aggregate principal amount of each series of the outstanding debt securities that isof each series affected by suchthe modifications or amendments. We may not make any modification or amendment all holders of all such affected series voting together as one class.

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

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

·                  waive a redemption payment with respect to any debt security of that series, provided that such redemption is made at our option.

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities that is affected by such waiver, allof any series may, on behalf of the holders of all such affecteddebt securities of that series, voting together as one class, mayby written notice to the trustee, waive our compliance with certain restrictive provisions of the indenture andor the debt securities with respect to that series. The holders of a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of that 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 and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of each outstandingon, any debt security affected by such default.

The indenture provides that upon our exerciseshall cease to be of our option to have the provisions relating to defeasance and discharge applied to a particular series of the debt securities, we will be discharged from all our obligationsfurther effect with respect to sucha series of the debt securities (except for certain obligations to exchange or register the transfer of debt securities when either:

·                  we have delivered to replace stolen,the trustee for cancellation all outstanding debt securities of that series, other than any debt securities that have been destroyed, lost or mutilatedstolen and that have been replaced or paid as provided in the indenture;

·                  all outstanding debt securities of that series that have not been delivered to maintain paying agenciesthe trustee for cancellation have become due and payable or are by their terms to hold moneysbecome due and payable within one year or are to be called for payment in trust) uponredemption within one year under arrangements satisfactory to the deposit in trusttrustee for the benefitgiving of notice of redemption, and we have irrevocably deposited with the holderstrustee as trust funds the entire amount, in cash in U.S. dollars or U.S. governmental obligations, sufficient to pay at maturity or upon redemption all debt securities of that series, including principal of and any premium and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be; or

·                  we have properly fulfilled any other means of satisfaction and discharge that may be set forth in the terms of the debt securities of suchthat series.

In each case, we will also pay all other sums payable by us under the indenture with respect to the debt securities of that series and deliver to the trustee an opinion of counsel and an officers’ certificate, each stating that all conditions precedent to satisfaction and discharge with respect to the debt securities of that series have been complied with.

Defeasance

Legal Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations or, both, which,in the case of debt securities denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of principalinterest and interest in respect thereofprincipal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay theand discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of suchthat series aton the stated maturity of those payments in accordance with the terms of the indenture and suchthose debt securities. Such defeasance or

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

·we may be released from our obligations with respect to such series, omit to comply with certain restrictive covenants including those described under “-Consolidation, Merger and Sale of Assets,” and the occurrence of certain events of default, which are described above in clause (d) under “Events of Default,” will be deemed not to be or result in an event of default, in each case with respect to such series.

The conditions include:

·                  depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a certificatesingle currency other than U.S. dollars, government obligations of the government that issued in definitive formor caused to a particular investor or by one or more global securities representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued such currency, that, through the payment of interest and principal in registered form.

·                  delivering to the trustee an account maintained byopinion of counsel to the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

·                  delivering to the portiontrustee an opinion of the aggregate principal or face amount of the securitiescounsel and an officer’s certificate, each stating that all conditions precedent to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

Governing Law

The indenture and any agent of EMCORE or agent of the trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

Subordination of Subordinated Debt Securities

The subordinated debt securities will be the responsibilitysubordinate and junior in priority to certain of those participants.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase shares of our common stock, shares of our preferred stock and/or debt securities. We may issue warrants independently of or together with shares of our common stock, shares of our preferred stock, debt securities inor other securities offered by any prospectus supplement. Warrants sold with other securities may be attached to or separate from shares of our common stock, shares of our preferred stock, debt securities or other securities. We will issue warrants under one or more series together with other securitieswarrant agreements between us and a bank or separately,trust company, as describedwarrant agent, that we will name in the applicable prospectus supplement. Below is a descriptionsupplement relating to the particular issue of certain generaloffered warrants. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

The prospectus supplement relating to any warrants we offer will include specific terms and provisionsrelating to the offering. These terms may include some or all of the following:

·                  the title of the warrants;

·                  the aggregate number of warrants that we may offer. Particular terms ofto be offered;

·                  the price or prices at which the warrants will be describedissued;

·                  the currency or currencies, including composite currencies, in which the warrant agreements and the prospectus supplement to the warrants.

Warrants may be exercised as described in the applicable prospectus supplement. Upon receipt of Units

The description in one or more series. In thisthe applicable prospectus supplement of any warrants we have summarized certain general features of the units. We urge you, however, to read the prospectus supplements relatedoffer will not necessarily be complete and will be qualified in its entirety by reference to the seriesapplicable form of units being offered, as well as the unit agreements that containwarrant agreement, including a form of warrant certificate, which will describe the terms of the units. Weseries of warrants being offered and which will file as exhibits to an amendment tobe filed with the SEC and incorporated by reference in the registration statement of which this prospectus is a part,part.

DESCRIPTION OF RIGHTS

We may issue rights for the purchase of shares of our common stock, shares of our preferred stock or debt securities. Each series of rights will incorporatebe issued under a separate rights agreement to be entered into with a bank or trust company, as rights agent, all as set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates or beneficial owners of rights.

The prospectus supplement relating to any rights we offer will describe the specific terms of those rights. These terms may include some or all of the following:

·                  the date for determining the persons entitled to participate in the rights distribution;

·                  the title and aggregate number or amount of underlying securities purchasable upon exercise of the rights and the exercise price;

·                  the aggregate number of rights being issued;

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

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

·                  the number of rights outstanding, if any;

·                  if applicable, a discussion of any material federal income tax considerations; and

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

Rights will be exercisable for U.S. dollars only and will be in registered form only.

The description in the applicable prospectus supplement of any rights we offer will not necessarily be complete and will be qualified in its entirety by reference from a current report on Form 8-K that we fileto the applicable form of rights agreement, which will describe the terms of the series of rights being offered and which will be filed with the SEC asand incorporated by reference in the registration statement of which this prospectus is a part.

DESCRIPTION OF UNITS

We may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units consisting of a combination of debt securities and warrants to purchase common stock. The following description sets forth certain general terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.

Each unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified date.

The prospectus supplement relating to any particular issuance of units we offer will describe the terms of those units. These terms may include some or all of the following:

·                  the designation and terms of the units and the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

·                  any provision for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

·                  whether the units will be issued in fully registered or global form.

The description in the applicable prospectus supplement of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable form of unit agreement, and any supplemental agreements thatincluding a form of unit certificate, which will describe the terms of the series of units being offered and which will be filed with the SEC and incorporated by reference in the registration statement of which this prospectus is a part.

PLAN OF DISTRIBUTION

We may offer and sell the securities described in this prospectus from time to time in one or more transactions, including without limitation:

·                  directly to one or more investors, including through a specific bidding, auction or other process;

·                  to investors through agents;

·                  directly to agents;

·                  to or through brokers or dealers;

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

·                  to one or more underwriters acting alone for resale to investors or to the public;

·                  through a combination of any of these methods or any other method permitted pursuant to applicable law.

In addition, the manner in which we are offering before the issuancemay offer and sell some or all of the related seriessecurities described in this prospectus includes, without limitation, through:

·                  a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of units.

·                  purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;

·                  ordinary brokerage transactions and transactions in which a broker solicits purchasers; or

·                  privately negotiated transactions.

A prospectus supplement with respect to each offering of securities will evidence each seriesset forth the terms of units by unit certificates that wethe offering and the method of distribution of the securities and will issue under a separate agreement. We will enter intoidentify any firms acting as underwriters, dealers or agents in connection with the unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicateoffering, including:

·                  the name or names of any underwriters, dealers or agents and addressthe amounts of securities underwritten or purchased by each of them, if any;

·the unit agent in the applicable prospectus supplement relating to a particular series of units.

·                  any public offering price;

·                  any over-allotment options under which the underwriters may purchase additional securities from us;

·                  any delayed delivery arrangements;

·                  any underwriting discounts or commissions or agency fees and other items constituting compensation to underwriters, dealers or agents;

·                  any discounts or concessions allowed or reallowed or paid to dealers; and

·                  any securities exchange or markets on which the securities offered in any accompanyingthe prospectus supplement may be sold in any one or morelisted.

The offer and sale of the following ways from time to time:

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

·                  at market prices prevailing at the time of sale,sale;

·                  in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

·                  at prices related to suchthe prevailing market pricesprices; or

·                  at negotiated prices.

In connection with an underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, the respective amounts underwritten and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the applicable prospectus supplement which will be used by the underwriters to make resales of the securities in respect of which this prospectus is being delivered to the public. If underwriters are utilized in the sale of any securities in respect of which this prospectus is being delivered, such securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices, at market prices prevailing at the time of sale or at varying prices determined by the underwriters at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters. If any underwriter or underwriters are utilized in the sale of securities, unless otherwise indicated in the applicable prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of such securities will be obligated to purchase all such securities if any are purchased.

Underwriters, dealers and agents participating in the securities may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or others, whodistribution may be deemed to be underwriters, withinand any discounts and commissions they receive and any profit they realize on the meaningresale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the prospectus supplement relating thereto.

Any securities we sell pursuant to a prospectus supplement may or to contribution with respect to payments which such agents, underwriters and dealers may not be required to make in respect thereof.

In connection with any offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing a decline in the market price of the securities while an offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions. These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities.

Underwriters, dealers or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with orand perform services for, us andor our subsidiariesaffiliates in the ordinary course of business.

LEGAL MATTERS

Certain legal matters relating to each offer.

The SEC allows us to incorporate by reference in this prospectus the information in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in this prospectus updates (and, to the extent of any conflict, supersedes) information incorporated by reference that we have filed with the SEC prior to the date of this prospectus. You should read all of the information incorporated by reference because it is an important part of this prospectus.

The following table sets forthis a statement of the estimated costs and expenses, to be paid solely by the registrant, of the saleissuance and distribution of the securities being registered allhereby:

*                                         These fees are calculated based on the securities offered and the number of which are being borne by the Registrant.

Section 14A:3-5 of the NJBCA provides that a corporation may indemnify a corporate agent made a party to a proceeding (other than a proceeding by or in the right of the corporation) by reason of the fact that such person was a corporate agent, against expenses and liabilities in connection with any proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding (other than a proceeding by or in the right of the corporation) has no reasonable cause to believe his or her conduct was unlawful.

The Company's RestatedCompany’s Certificate of Incorporation as amended, and Amended By-LawsBylaws include provisions (i) to reduce the personal liability of the Company'sCompany’s directors for monetary damage resulting from breaches of their fiduciary duty, except for breaches of the duty of loyalty to the Company or its shareholders, breaches due to acts or omissions not in good faith or involving a known violation of law, or breaches resulting in the receipt of an improper personal benefit, and (ii) to permit the Company to indemnify its directors and officers to the fullest extent permitted by New Jersey law. The Company has obtained directors'directors’ and officers'officers’ liability insurance that insures such persons against the costs of defense, settlement, or payment of a judgment under certain circumstances.

(b)                                 The undersigned registrant hereby undertakes that, for purposes of determining any liability under the