Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered (1)

Proposed Maximum Offering price

Per Unit

Maximum Aggregate Offering Price (2)

Fee Rate

Amount of Registration Fee

Fees to be Paid

Equity

Common Stock,  par value $0.0001 per share

Rule 457(o)

Equity

Warrants

Other (3)

-

-

Equity

Common Stock,  par value $0.0001 per share, issuable upon exercise of Series A/B Warrants

Rule 457(o)

Equity

Preferred Stock, par value $0.0001 per share

Other (4)

Debt

Debt Securities

Unallocated (Universal) Shelf

$175,000,000

$147.60 per $1,000,000

$25,830

Total Offering Amounts

$175,000,000.00

$25,830.00

Total Fees Previously Paid

$0.00

Total Fee Offsets

$0.00

Net Fee Due

$25,830.00

(1)

These are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of securities and such indeterminate number of warrants to purchase common stock as shall have an aggregate initial offering price not to exceed $175,000,000. If any 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 $175,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of securities as may be issued upon conversion of or exchange for preferred stock or 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)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(i) and Rule 457(o) under the Securities Act of 1933 (the “Securities Act”).

(3)

No registration fee required pursuant to Rule 457(g).

(4)

No registration fee required pursuant to Rule 457(i).