Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered and Carry Forward Securities
| Line Item Type | Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||
| Newly Registered Securities | |||||||||||||||||||||
| (1) | $ | $ | $ | ||||||||||||||||||
| (2) | |||||||||||||||||||||
| (3) | |||||||||||||||||||||
| (4) | |||||||||||||||||||||
| (5) | |||||||||||||||||||||
| (6) | |||||||||||||||||||||
| (7) | |||||||||||||||||||||
| (8) | |||||||||||||||||||||
| $ | $ | $ | |||||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||||
| Total Fees Previously Paid: | |||||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. |
| (2) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. No separate fee is required pursuant to Rule 457(i) under the Securities Act. |
| (3) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. No separate fee is required pursuant to Rule 457(i) under the Securities Act. |
| (4) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price of the Ordinary Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the pre-funded warrants offered and sold in the offering (plus the aggregate exercise price of the Ordinary Shares issuable upon exercise of the pre-funded warrants), and as such the proposed aggregate maximum offering price of the Ordinary Shares and pre-funded warrants (including Ordinary Shares issuable upon exercise of the pre-funded warrants), if any, is $18,000,000. |
| (5) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. No separate fee is required pursuant to Rule 457(i) under the Securities Act. |
| (6) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. No separate fee is required pursuant to Rule 457(i) under the Securities Act. No separate fee is required pursuant to Rule 457(i) under the Securities Act. |
| (7) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. There will be issued one Series A Warrant to each purchase one Ordinary Share and one Series B Warrant to each purchase one Ordinary Share, for every one Ordinary Share or Pre-Funded Warrant offered. As estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum offering price of (i) the Ordinary Shares issuable upon exercise of the Series A Warrants included in the Ordinary Units or Pre-Funded Units, as applicable, proposed to be sold in the offering is $18,900,000, which is equal to 105% of $18,000,000, as each Ordinary Unit and each Pre-Funded Unit will include a Series A Warrant to purchase one Ordinary Share at an exercise price equal to 105% of the purchase price per Ordinary Unit and (ii) the Ordinary Shares issuable upon exercise of the Series B Warrants included in the Ordinary Units or Pre-Funded Units, as applicable, proposed to be sold in the offering is $30,600,000, which is equal to 170% of $18,000,000, as each Ordinary Unit and each Pre-Funded Unit will also include a Series B Warrant to purchase a Ordinary Share at an exercise price equal to 170% of the purchase price per Ordinary Unit. On the Reset Date, the number of Class A Ordinary Shares then available for issuance upon exercise of the Series A Warrants will be increased so the aggregate exercise price of the Series A Warrants on the issuance date of each Series A Warrant will remain unchanged following such reset. The Series B Warrants may be exercised, at the option of the holder, through a “zero exercise price” option, whereby the holder thereof may not pay a cash purchase price upon such exercise, but instead would receive upon such exercise equal to the product of (a) the number of Ordinary Shares that would be issuable upon exercise of the Series B Warrants if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the then applicable exercise price minus the lowest volume weighted average price (“VWAP”) of the Ordinary Shares during the 5 trading days immediately prior to the applicable exercise date (such VWAP, the “Low Price”) by (ii) 50% of the Low Price, or 15 Ordinary Shares using an assumed exercise price of $1.677 per Series B Warrant and an assumed Low Price of $0.197, which is the floor price under the Series B Warrant. Under this circumstance, the Company will not receive any cash proceeds from the exercise of the Series B Warrants and as such we are calculating the amount of the registration fee pursuant to the maximum aggregate offering price based on the price at which the Series B Warrants are exercised for cash. |
| (8) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. There will be issued one Series A Warrant to each purchase one Ordinary Share and one Series B Warrant to each purchase one Ordinary Share, for every one Ordinary Share or Pre-Funded Warrant offered. As estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum offering price of (i) the Ordinary Shares issuable upon exercise of the Series A Warrants included in the Ordinary Units or Pre-Funded Units, as applicable, proposed to be sold in the offering is $18,900,000, which is equal to 105% of $18,000,000, as each Ordinary Unit and each Pre-Funded Unit will include a Series A Warrant to purchase one Ordinary Share at an exercise price equal to 105% of the purchase price per Ordinary Unit and (ii) the Ordinary Shares issuable upon exercise of the Series B Warrants included in the Ordinary Units or Pre-Funded Units, as applicable, proposed to be sold in the offering is $30,600,000, which is equal to 170% of $18,000,000, as each Ordinary Unit and each Pre-Funded Unit will also include a Series B Warrant to purchase a Ordinary Share at an exercise price equal to 170% of the purchase price per Ordinary Unit. On the Reset Date, the number of Class A Ordinary Shares then available for issuance upon exercise of the Series A Warrants will be increased so the aggregate exercise price of the Series A Warrants on the issuance date of each Series A Warrant will remain unchanged following such reset. The Series B Warrants may be exercised, at the option of the holder, through a “zero exercise price” option, whereby the holder thereof may not pay a cash purchase price upon such exercise, but instead would receive upon such exercise equal to the product of (a) the number of Ordinary Shares that would be issuable upon exercise of the Series B Warrants if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the then applicable exercise price minus the lowest volume weighted average price (“VWAP”) of the Ordinary Shares during the 5 trading days immediately prior to the applicable exercise date (such VWAP, the “Low Price”) by (ii) 50% of the Low Price, or 15 Ordinary Shares using an assumed exercise price of $1.677 per Series B Warrant and an assumed Low Price of $0.197, which is the floor price under the Series B Warrant. Under this circumstance, the Company will not receive any cash proceeds from the exercise of the Series B Warrants and as such we are calculating the amount of the registration fee pursuant to the maximum aggregate offering price based on the price at which the Series B Warrants are exercised for cash. |