| (5) |
| This registration statement covers the registration of such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants to purchase shares of common stock, shares of preferred stock or debt securities of the registrant, as may be offered and sold from time to time by the registrant. In no event will the aggregate offering price of all types of securities issued by the registrant pursuant to this registration statement exceed $300,000,000.00. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price of the shares to be sold. The registrant has determined to include in this Registration Statement $110,914,137.87 of unsold securities previously registered on the registrant’s registration statement on Form S-3 (File No. 333-275290) (the “Prior Registration Statement”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2023, and declared effective by the SEC on November 14, 2023 (the “Unsold Securities”), which remain unsold as of the date hereof. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee relating to such Unsold Securities under the Prior Registration Statement, which was applied to the Prior Registration Statement, will continue to be applied to such Unsold Securities registered pursuant to this Registration Statement. Accordingly, the “Amount of Registration Fee” for the offering above reflects only the filing fee attributable to the $189,085,862.13 of securities newly registered on this Registration Statement. |