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

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Fees to Be Paid

Carry Forward Securities

Carry Forward Securities

Includes rights to acquire Common Stock or Preferred Stock under any shareholder rights plan then in effect, if applicable under the terms of any such plan.

An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities.

Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of Common Stock that are issued upon conversion of Debt Securities or Preferred Stock or upon exercise of Common Stock Warrants registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $300,000,000.

The registrant previously paid registration fees in the aggregate of $23,175 with respect to the Registration Statement on Form S-3, as amended (Commission File No. 333-244401) (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act (“Rule 415(a)(6)”), the securities registered pursuant to this registration statement include $132,983,352.19 of shares of common stock previously registered on the Prior Registration Statement which remain unsold under the registrant’s “at the market offering” sales agreement with TD Cowen (the “Unsold Securities”). Pursuant to Rule 415(a)(6), the registration fee of $12,327.56 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. The registrant is also registering new securities on this registration statement with an aggregate initial offering price of $167,016,647.81 (the “New Securities”), which aggregate offering price is not specified as to each class of securities. A filing fee of $18,405.24 with respect to the New Securities is being paid 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 amount 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), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.