Security
Type

Security

Class

Title

Fee
Calculation
or Carry
Forward
Rule(1)

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum

Aggregate

Offering

Price

Fee
Rate

Amount of

Registration

Fee

Newly Registered Securities

Fees to Be

Paid

Equity

Common Stock, par value $0.0001 per share

457(r)

(2)(3)

(4)

(4)

(1)

(1)

Fees to Be

Paid

Equity

Preferred Stock, par value $0.0001 per share

457(r)

(2)(3)

(4)

(4)

(1)

(1)

Fees to Be

Paid

Debt

Debt Securities

457(r)

(2)(3)

(4)

(4)

(1)

(1)

Fees to Be

Paid

Other

Warrants

457(r)

(2)(3)

(4)

(4)

(1)

(1)

Fees to Be

Paid

Other

Units (2)

457(r)

(2)(3)

(4)

(4)

(1)

(1)

Fees Previously

Paid

—

—

—

—

—

—

—

—

Carry Forward Securities

Carry

Forward

Securities

—

—

—

—

—

—

—

—

Total Offering Amounts

(4)

(1)

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

(1)

Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, or the Securities Act, the registrant is deferring payment of all applicable registration fees. Any registration fees will be paid on a pay-as-you-go basis.

The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock and/or debt securities in one or more series, and (e) units consisting of one or more of these securities in any combination, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange, or exercise of any securities that provide for such issuance.

Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that may be offered or issued by reason of any stock splits, stock dividend, or similar transaction or pursuant to anti-dilution provisions of any of the securities.

The proposed maximum per security and aggregate offering prices per class of securities 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. Separate consideration may or may not be received for securities that are issuable on exercise, conversion, or exchange of other securities, or that are issued in units.