| (3) |
The
Registrant previously filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (the “SEC”)
on November 22, 2022 (File No. 333-268532) (the “Prior Registration Statement”), which was declared effective on December
2, 2022, that registered $100,000,000 of securities to be offered by the Registrant from time to time. Pursuant to Rule 415(a)(6)
under the Securities Act, this Registration Statement includes $83,000,000 of unsold securities (the “Unsold Securities”)
that were previously registered on the Prior Registration Statement. In connection with the registration of the Unsold Securities
on the Prior Registration Statement, the Registrant paid a filing fee of $11,020.00 (calculated at the filing fee rate in effect
at the time of the filing of the Prior Registration Statement). The Registrant is not required to pay any additional fee with respect
to the Unsold Securities being included in this Registration Statement in reliance on Rule 415(a)(6), because such Unsold Securities
(and associated fees) are being moved from the Prior Registration Statement to this Registration Statement. Accordingly, the Amount
of Registration Fee in the table above reflects only the registration fee attributable to the $17,000,000 of new securities registered
on this Registration Statement. The registration fee previously paid by the Registrant relating to the Unsold Securities included
on this Registration Statement will continue to be applied to such Unsold Securities. During the grace period afforded by Rule 415(a)(5)
under the Securities Act, the Registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities
being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration
Statement, the Registrant sells any such Unsold Securities pursuant to the Prior Registration Statement, the Registrant will identify
in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the Prior Registration Statement
to be included in this Registration Statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6), the offering of the Unsold
Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration
Statement. |