Security

Type

Security Class Title

Fee
Calculation
or Carry
Forward
Rule

Amount

Registered(1)

Proposed
Maximum
Offering
Price Per
Unit(2)

Proposed
Maximum
Aggregate
Offering
Price(3)

Fee Rate

Amount of
Registration
Fee

Newly Registered Securities

Fees to be

Paid

Equity

Common Stock,

$0.0001 par
value per
share

Rule 457(o)

Equity

Preferred Stock,

$0.0001 par
value per
share

Rule 457(o)

Debt

Debt Securities

Rule 457(o)

Other

Warrants

Rule 457(o)

Other

Subscription Rights

Rule 457(o)

Other

Units

Rule 457(o)

Unallocated

(Universal)

Shelf

Rule 457(o)

$100,000,000

$0.00011020

$11,020.00

Fees

Previously

Paid

Carry Forward Securities

Carry

Forward

Securities

Total Offering Amounts

$100,000,000

$0.00011020

$11,020.00

Total Fees Previously Paid

—

—

Total Fees Offsets

—

—

Net Fee Due

$11,020.00

(1)

The amount to be registered consists of up to $100,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants, subscription rights and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants registered hereby, as the case may be. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. The securities registered hereunder also include an indeterminate number of securities as may be issued pursuant to anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock splits, stock dividends or similar transactions.

(2)

The proposed maximum aggregate offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.ii.b. to Item 16(b) of Form S-3 under the Securities Act.

(3)

Estimated solely for purposes of computing the registration fee. No separate consideration will be received for (i) common stock or other securities of the registrant that may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) preferred stock, common stock, debt securities or units that may be issued upon exercise of warrants registered hereby, as the case may be. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $100,000,000.