| |
Security Type | |
Security Class Title | |
Fee Calculation Rule or Carry Forward Rule | |
Amount
Registered(1) | | |
Proposed Maximum Offering Price Per Share(2) | | |
Maximum Aggregate Offering Price(1) | | |
Fee Rate | | |
Amount of Registration Fee(2) | |
Fees to be Paid | |
Equity | |
Shares of Series D Preferred Stock, par value $0.001 (3) | |
457(o) | |
| - | | |
| - | | |
$ | 11,500,000 | | |
| .00015310 | | |
$ | 1,760.65 | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Equity | |
Series D Preferred Stock Warrants (3) | |
457(g) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
Equity | |
Shares of Common Stock, par value $0.001 issuable upon exercise of Series D Preferred Stock (3) (4) | |
457(i) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
Equity | |
Shares of Series D Preferred Stock issuable upon exercise of Series D Warrants (3) (5) | |
457(g) | |
| - | | |
| - | | |
$ | 11,500,000 | | |
| .00015310 | | |
$ | 1,760.65 | |
| |
Equity | |
Shares of Common Stock issuable upon conversion of Series D Preferred Stock underlying the Series D Preferred Stock Warrants (3) (5) | |
457(g) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
Equity | |
Shares
of Common Stock issuable as dividends upon conversion of Series D Preferred Stock (3) | |
457(o) | |
| - | | |
| - | | |
$ | 10,350,000 | | |
| .00015310 | | |
$ | 1,584.59 | |
| |
Equity | |
Additional Shares of Common Stock issuable upon conversion of Series D
Preferred Stock (3) | |
457(o) | |
| - | | |
| - | | |
$ | 500,000 | | |
| .00015310 | | |
| 76.55 | |
| |
Equity | |
Common Stock, registered on behalf of selling shareholders (6) | |
457(o) | |
| - | | |
| - | | |
$ | 36,337,500 | | |
| .00015310 | | |
$ | 5,563.27 | |
Fees Previously Paid | |
– | |
– | |
– | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Carry Forward Securities | |
– | |
– | |
– | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Total Offering Amounts | |
| |
| | | |
| | | |
$ | 70,187,500 | | |
| .00015310 | | |
$ | 10,745.71 | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Total Fee Offsets | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Fees Previously Paid | |
| |
| | | |
| | | |
| | | |
| | | |
$ | 10,232.82 | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Net Fee Due | |
| |
| | | |
| | | |
| | | |
| | | |
$ | 512.89 | |
(1) |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities
Act of 1933, as amended (the “Securities Act”). Includes securities that the Underwriter has the option to purchase to cover over-allotments, if any. |
|
|
(2) |
Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s
securities that become issuable by reason of any share splits, share dividends or similar transactions. |
|
|
(3) |
The
registrant may issue up to an aggregate of 2,000,000 shares of Series
D Convertible Preferred Stock, par value $0.001 per share (the “Offered Preferred Stock”) and warrants (the “Warrants”)
to purchase up to 2,000,000 shares of our Series D Convertible Preferred Stock, par value $0.001 per share. Each share of Offered Preferred
Stock sold in the offering will be accompanied by one Warrant to purchase one share of Series D Convertible Preferred Stock. The shares
of Offered Preferred Stock and the Warrants will be issued separately but can only be purchased together in this offering. The Offered
Preferred Stock and the Warrants will be convertible and exercisable, as the case may be, immediately upon issuance, and the Warrants
will expire on the fifth anniversary of the initial issuance date. The Offered Preferred Stock will be convertible at an assumed initial
conversion price of $5 per share (“the “Conversion Price”) and the Warrants will be exercisable at an assumed initial
exercise price of $5 per share. The initial public offering by the registrant also relates to: (a) up to 2,000,000 shares of common stock
issuable upon the conversion of the Offered Preferred Stock, (b) up to 900,000 shares of common stock representing payment of dividends
accrued on the Offered Preferred Stock in shares of common stock upon conversion of the Offered Preferred Stock, (c) up to 2,000,000 shares
of Series D Convertible Preferred Stock issuable upon exercise of the Warrants (such shares of Series D Convertible Preferred Stock, the
“Warrant Preferred Stock”), (d) up to 2,000,000 shares of common stock issuable from time to time upon the conversion of the
Warrant Preferred Stock, (e) up to 900,000 shares of common stock representing payment of dividends accrued on the Warrant Preferred Stock
in shares of common stock upon conversion of the Warrant Preferred Stock, and (f) up to 100,000 additional shares of common stock issuable
from time to time upon conversion of the Series D Convertible Preferred Stock sold hereunder if the conversion price is lower than the
initial conversion price of $5 per share. |
|
|
(4) |
No
separate registration fee is payable pursuant to Rule 457(i) under the
Securities Act. |
|
|
(5) |
No separate registration fee is payable pursuant to Rule 457(g) under the
Securities Act. |
|
|
(6) |
Consists
of (i) 6,717,500 shares of Common Stock; and (ii) 550,000 shares of Common Stock underlying warrants. For purposes of calculating the
proposed maximum aggregate offering price, we have multiplied 7,267,500 representing the number of shares covered by the Resale Prospectus
by an assumed price of $5.00 per share. |