Security Type

Security Class Title

Fee Calculation

or Carry

Forward

Rule

Amount Registered

Proposed Maximum

Offering

Price Per

Unit

Maximum Aggregate

Offering

Price

Fee Rate

Amount of Registration

Fee

Carry Forward

Form Type

Carry Forward File

Number

Carry Forward

Initial

effective

date

Filing Fee Previously Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Fees to Be

Paid

Equity

Common

Stock, par value

$0.00001 per

share

Rule 457(o)

⁽²⁾

⁽³⁾

⁽³⁾

0

Equity

Preferred Stock,

par value

$0.00001 per

share

Rule 457(o)

⁽²⁾

⁽³⁾

⁽³⁾

0

Debt

Debt

Securities

Rule 457(o)

⁽²⁾

⁽³⁾

⁽³⁾

0

Other

Warrants

Rule 457(o)

⁽²⁾

⁽³⁾

⁽³⁾

0

Other

Units

Rule 457(o)

⁽²⁾

⁽³⁾

⁽³⁾

0

Total

Unallocated

(Universal)

Shelf

Rule 457(o)

$300,000,000.00⁽⁵⁾

Unallocated

(Universal)

Shelf

$300,000,000.00⁽⁴⁾⁽⁵⁾

0.0001531

$45,930.00

Carry Forward Securities

Carry

Forward

Securities 

Equity

Common

Stock, par value

$0.00001 per share

Rule 415(a)(6)

⁽⁵⁾

-

$300,000,000.00⁽⁴⁾⁽⁵⁾

-

-

S-3

333-264446

May 3, 2022

$27,810.00 ⁽⁵⁾

Total Offering Amount/Registration Fee

$300,000,000.00⁽⁵⁾

$45,930.00 ⁽⁴⁾

Total Fees Previously Paid

$27,810.00 ⁽⁵⁾

Total Fee Offsets

$0

Net Fee Due

$18,120.00

(1)

Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price.

(2)

There are being registered hereunder such indeterminate number of shares of common stock, preferred stock, debt securities and warrants to purchase common stock, preferred stock and debt securities as shall have an aggregate initial offering price not to exceed $300,000,000. The securities registered also include such indeterminate amounts and numbers of common stock, preferred stock and debt securities as may be issued upon conversion of or exchange for preferred stock, that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any such securities. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. No separate consideration will be received for any shares of common stock, preferred stock, or principal amounts of debt securities so issued upon conversion or exchange. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock, preferred stock, debt securities, warrants, and units as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(3)

The proposed maximum aggregate offering price per class of security 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. The aggregate amount of the registrant’s common stock, preferred stock, debt securities and/or warrants registered hereunder that may be sold in “at the market” offerings for the account of the registrant is limited to that which is permissible under Rule 415(a)(4) under the Securities Act.

(4)

The $300,000,000 of securities registered pursuant to this registration statement includes $14,700,000 of common stock that may be issued and sold under that certain November 22, 2024, Equity Distribution Agreement entered into with Craig-Hallum Capital Group LLC (the “Sales Agreement”). Upon termination of the Sales Agreement, any portion of the $14,700,000 included in the Sales Agreement prospectus supplement that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement, and if no shares are sold under the Sales Agreement, the full $14,700,000 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.

(5)

The Registrant previously paid a registration fee of $27,810.00 pursuant to the Registration Statement on Form S-3 (File No. 333-264446), filed with the Securities and Exchange Commission on April 22, 2022, and declared effective on May 3, 2022 (the “Prior Registration Statement”) and the prospectus supplement filed with the SEC on November 25, 2024, pursuant to Rule 424 under the Securities Act (the “Prospectus Supplement”). The Prior Registration Statement and the Prospectus Supplement registered the offer and sale of up to $300,000,000 in shares of the registrant’s common stock, including up to $20,000,000 that may be issued and sold under the Sales Agreement, of which $300,000,000 remains unsold as of the date of filing of this Registration Statement (the “Unsold Securities”). The registrant previously paid an aggregate registration fee of $27,810.00 relating to the Unsold Securities. The registrant has determined to include in this Registration Statement all of the Unsold Securities. Pursuant to Rule 415(a)(6), the registration fee of $27,810.00 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the registrant sells any Unsold Securities pursuant to 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 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.