(2) |
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement represent $69,293,654.25 of unsold securities (the “Unsold Securities”) previously registered pursuant to a registration statement on Form S-3 (File No. 333-273153), initially filed by the registrant with the Securities and Exchange Commission on July 6, 2023 and declared effective on July 14, 2023 (the “Prior Registration Statement”). The Prior Registration Statement registered securities for a maximum aggregate offering price of $75,000,000, and of that amount the registrant has previously sold securities for an aggregate offering price of $5,706,345.75. In connection with the filing of the Prior Registration Statement, the Registrant paid a filing fee of $7,636.16 related to the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) that will be applied to the securities registered pursuant to this registration statement. In addition to the Unsold Securities being carried forward from the Prior Registration Statement, the registrant is also registering hereby the offer and sale of an additional $5,706,345.75 of new securities for which the registrant is paying a registration fee of $788.05. Pursuant to Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell the Unsold Securities under the Prior Registration Statement until the earlier of (i) the date on which this registration statement is declared effective by the Securities and Exchange Commission, or (ii) January 10, 2027, which is 180 days after the third-year anniversary of the effective date of the Prior Registration Statement (each of which is referred to as the “Expiration Date”). To the extent that, prior to the Expiration Date, the registrant sells any Unsold Securities under the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |