|
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(3)
|
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
|
||
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Newly Registered Securities
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|||||||||||||
|
Primary Offering of Securities:
|
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|
Fees to Be Paid
|
Equity
|
Common
Stock,
par value
$0.0001 per
share
|
457(o)
|
—
|
—
|
—
|
—
|
—
|
|||||
|
Fees to Be Paid
|
Equity
|
Preferred
Stock, par
value
$0.0001 per
share
|
457(o)
|
—
|
—
|
—
|
—
|
—
|
|||||
|
Fees to Be Paid
|
Debt
|
Debt
Securities
|
457(o)
|
—
|
—
|
—
|
—
|
—
|
|||||
|
Fees to Be Paid
|
Equity
|
Warrants
|
457(o)
|
—
|
—
|
—
|
—
|
—
|
|||||
|
Fees to Be Paid
|
Equity
|
Units
|
457(o)
|
—
|
—
|
—
|
—
|
—
|
|||||
|
Fees to Be Paid
|
Unallocated
(Universal)
Shelf
|
(1)
|
457(o)
|
$300,000,000
|
—
|
$300,000,000
|
0.00015310
|
$45,930.00
|
|||||
|
Total Offering Amounts
|
$300,000,000
|
$45,930.00
|
|||||||||||
|
Total Fees Previously Paid
|
—
|
||||||||||||
|
Total Fee Offsets
|
$45,930.00
|
||||||||||||
|
Net Fee Due
|
$45,930.00
|
||||||||||||
| (1) |
The amount to be registered consists of up to $300,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units consisting of two
or more of these securities in any combination as may be sold from time to time by the registrant. The $300,000,000 of securities registered hereunder includes the shares of common stock that may be offered, issued and sold pursuant to
that certain “at-the-market offering” sales agreement by and between the Registrant and Leerink Partners LLC. There is also being registered hereunder such currently indeterminate number of shares of common stock, preferred stock, debt
securities, warrants or other securities of the registrant in any combination as may be issued upon the conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of
1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of
the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.
|
| (2) |
The proposed maximum offering price per 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.
|
| (3) |
The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The
aggregate public offering price of the securities registered hereunder will not exceed $300,000,000.
|
| (4) |
Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or
preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
|
| (5) |
Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or
preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
|
| (6) |
Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants
registered hereby, as the case may be.
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| (7) |
Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock or preferred stock
registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
|
| (8) |
Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which
may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
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