| (1) |
Pursuant
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
| (2) |
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”). |
| (3) |
The
proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar
basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering
price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants),
if any, is $5,000,000. |
| (4) |
Pursuant
to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
in the same registration statement as the common stock issuable upon exercise of the warrants. |
| (5) |
The
Placement Agent Warrants are exercisable for a number of shares of common stock equal to 6% of the shares of common stock sold in
this offering (including the shares of common stock issuable upon the exercise of the pre-funded warrants), at an exercise price
equal to 125% of the public offering price per share and accompanying warrant. |