| (1) | The securities registered hereunder include such indeterminate
                                            number of (a) shares of common stock, (b) shares of preferred stock, (c) warrants to purchase
                                            common stock, preferred stock or other securities, (d) rights to purchase common stock, preferred
                                            stock or other securities and (e) units consisting of some or all of these securities, as
                                            may be sold from time to time by the registrant. There are also being registered hereunder
                                            an indeterminate number of the securities as shall be issuable upon conversion, exchange
                                            or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under
                                            the Securities Act of 1933, as amended, or the Securities Act, this registration statement
                                            shall also cover any additional shares of the registrant’s securities that become issuable
                                            by reason of any share splits, share dividends or similar transactions. | 
|  |  | 
| (2) | The Proposed Maximum Offering Price Per Unit and Maximum Aggregate Offering
                       Price 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 General Instruction
                       II.D of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that
                       are issuable on exercise, conversion or exchange of other securities, or that are issued in units. | 
|  |  | 
| (3) | Estimated solely for the purpose of calculating the registration fee. Subject
                       to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities sold by the registrant
                       from time to time pursuant to this registration statement will not exceed $35 million when factoring in the securities
                       listed on the Carry Forward Securities Table. | 
|  |  | 
| (4) | Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum
                       aggregate price of $17,592,964 registered hereunder are unsold securities (the “Unsold Securities”)
                       previously covered by the Registrant’s registration statement on Form S-3 (File No. 333-265872) which was
                       initially filed with the Securities and Exchange Commission on June 28, 2022 and became effective on July 11,
                       2022 (the “Prior Registration Statement”), and are included in this registration statement. The Registrant
                       paid a filing fee of $1,630.87 (calculated at the filing fee rate in effect at the time of the filing of the Prior
                       Registration Statement) relating to the Unsold Securities under the Prior Registration Statement, and no additional
                       filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement.
                       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 Unsold Securities under the Prior Registration Statement, the Registrant will identify in a pre-effective
                       amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement
                       to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities
                       to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering
                       of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness
                       of this registration statement. |