| 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 Previously Paid In Connection With Unsold Securities to be Carried Forward | |
Newly Registered Securities | |||||||||||||||||||||||
| | | | (1) | (2) | (2) | |||||||||||||||||
| | | | (1) | (2) | (2) | |||||||||||||||||
| | | | (1) | (2) | (2) | |||||||||||||||||
| | | | (1) | (2) | (2) | |||||||||||||||||
| | | | | | | (1) | | (2) | | (2) | | | | | | | | | | | | |
| | | | (1) | (2) | (2) | |||||||||||||||||
| | Unallocated (Universal) Shelf | | (1) | (2) | $ | | $ | |||||||||||||||
| | | | | $ | $ | | $ | |||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | |||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | |||||||||||||||
Total Offering Amounts | $ | $ | |||||||||||||||||||||
Total Fees Previously Paid | | ||||||||||||||||||||||
Total Fee Offsets | | ||||||||||||||||||||||
Net Fee Due | $ |
(1) | There are being registered hereunder such indeterminate number of shares of common stock, par value $0.0001 per share, of the registrant (the “Common Stock”), such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase Common Stock, preferred stock or debt securities, such indeterminate number of units to purchase Common Stock, preferred stock, debt securities, rights or warrants as shall have an aggregate initial offering price not to exceed $12,000,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $12,000,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of Common Stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of Common Stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(2)
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The proposed maximum aggregate 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 Instruction 2.A.iii.b of Item 16(b) of Form S-3 under the Securities Act.
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(3)
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Estimated pursuant to Rule 457(o) under the Securities Act. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this registration statement exceed $12,000,000,000. Separate consideration may or may not be received for securities that are issuable on conversion, redemption, exchange, exercise or settlement of other securities.
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(4) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $21.07, which is the average of the high and low prices for the registrant’s Common Stock on the Nasdaq Global Market on June 2, 2025, which date is within five business days prior to the filing of this registration statement. |