| |
|
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
or
Carry
Forward
Rule |
|
Amount
Registered
(1) |
|
|
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
Previously
Paid
In
Connection
with
Unsold
Securities
to
be
Carried
Forward |
|
| Newly
Registered Securities |
|
| Fees
to Be Paid |
|
Equity |
|
Common
Stock, par value $0.001 per share (2) |
|
Rule
456(b) and Rule 457(r) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
0.00013810 |
(2) |
|
|
-(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Equity |
|
Preferred
Stock, par value $0.001 per share (2) |
|
Rule
456(b) and Rule 457(r) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
0.00013810 |
(2) |
|
|
-(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Other |
|
Warrants(2) |
|
Rule
456(b) and Rule 457(r) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
0.00013810 |
(2) |
|
|
-(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Other |
|
Units
(2) (4) |
|
Rule
456(b) and Rule 457(r) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
-(3 |
) |
|
|
0.00013810 |
(2) |
|
|
-(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Equity |
|
Common
Stock, par
value
$0.001
per share |
|
457(o) |
|
|
|
|
|
|
|
|
|
$ |
100,000,000 |
(5) |
|
$ |
0.00013810 |
|
|
$ |
13,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees
Previously Paid |
|
- |
|
- |
|
- |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Carry
Forward Securities |
|
| Carry
Forward Securities |
|
- |
|
- |
|
- |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
Total
Offering Amounts |
|
|
|
|
|
|
$ |
100,000,000 |
|
|
|
|
|
|
$ |
13,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total
Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Net
Fees Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
The
securities being registered hereby may be convertible into or exchangeable or exercisable for other securities of any identified
class. In addition to the securities set forth in the table, there is being registered hereunder such indeterminate aggregate number
or amount, as the case may be, of the securities of each identified class as may from time to time be issued in connection with any
stock split, stock dividend or similar transaction, including under any applicable anti-dilution provisions (including, without limitation,
upon adjustment of the conversion or exchange rate thereof). Separate consideration may or may not be received for securities that
are issued upon the conversion or exercise of, or in exchange for, other securities offered hereby |
| (2) |
The
registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the
registration fee, except for the registration fee for the $100,000,000 of the registrant’s common stock that may be issued
and sold from time to time under the ATM Sales Agreement. In connection with the securities offered hereby (other than those issued
and sold under the ATM Sales Agreement), the Registrant will pay “pay-as-you-go registration fees” in accordance with
Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration
Statement based on the fee payment rate in effect on the date of such fee payment. |
| (3) |
There
is being registered hereby such indeterminate number of the securities of each identified class as may from time to time be issued
at indeterminate prices. Securities registered hereby may be offered for U.S. dollars or the equivalent thereof in foreign currencies. |
| (4) |
Each
unit will be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be
separable from one another. |
| (5) |
|