Security

Type

Security

Class

Title

Fee

Calculation

or

Carry

Forward

Rule

Amount

Registered (1)

Proposed

Maximum

Offering

Price

Per Unit (2)

Maximum

Aggregate

Offering

Price (3)

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. 0001 per share

457(o)

-

$-

$-

Equity

Preferred Stock, par value $0. 0001 per share

457(o)

-

$-

$-

Debt

Debt Securities

457(o)

-

$-

$-

Equity

Depositary Shares

457(o)

-

$-

$-

Other

Warrants

457(o)

-

$-

$-

Other

Units

457(o)

-

$-

$-

Other

Subscription Rights to purchase Preferred or Common Stock or Depositary Shares

457(o)

-

$-

$-

Unallocated (Universal Shelf)

-

457(o)

-

$-

$-

0.00014760

$0

Carry Forward Securities

Carry Forward

Securities

Unallocated (Universal)

Shelf

-

415(a)(6)

$175,000,000.0(4)

S-3

333-258982

09/02/2021

$19,093.00

Total Offering Amounts

$175,000,000.00

$0

Total Fees Previously Paid

-

-

Total Fee Offsets

-

-

Net Fee Due

$0

(1)

The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase common stock, preferred stock, depositary shares or debt securities of the registrant, (f) subscription rights to purchase common stock, preferred stock or depositary shares of the registrant, and (g) 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 shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.

(2)

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 Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act of 1933, as amended (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 initial offering price of common stock issued by the registrant pursuant to this registration statement will not exceed $175,000,000.

(4)

Pursuant to Rule 415(a)(6) under the Securities Act, the securities being registered hereunder include $175,000,000 of unsold securities (collectively, the “Unsold Securities”) previously registered on the registrant’s registration statement on Form S-3 (File No. 333-258982), which was originally filed on August 20, 2021, and declared effective on September 2, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered securities for a proposed maximum aggregate offering price of $175,000,000, none of which have been sold. In connection with the filing of the Prior Registration Statement, the registrant paid a registration fee of $19,093.00, all of which related to the Unsold Securities. In accordance with Question 212.24 of the Securities and Exchange Commission, Division of Corporation Finance’s Compliance and Disclosure Interpretations regarding Securities Act Rules, the registrant is not required to pay any additional fee with respect to the $175,000,000 of unsold securities being included in this registration in reliance on Rule 415(a)(6), because such unsold securities (and associated fees) are being moved from the Prior Registration Statement to this registration statement. Pursuant to Rule 415(a)(6) of the Securities Act, the $19,093.00 registration fee previously paid by the registrant relating to the Unsold Securities included on this registration statement will continue to be applied to such Unsold Securities. 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.