Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Per Share(2)

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity(3)

Common Stock,

par value $0.0001

per share

457(c) and 457(h)

5,608,690

$2.24

$12,563,466

0.00014760

$1,854.37

Equity(4)

Common Stock,

par value $0.0001

per share

457(h)

2,350,960

$1.09(5)

$2,562,547

0.00014760

$378.23

Total Offering Amount

-

$15,126,013

-

$2,232.60

Total Fee Offsets

-

-

-

-

Net Fee Due

-

-

-

$2,232.60

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Act"), this Registration Statement also covers additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Act.  The proposed maximum offering price per share is estimated based on the average of the high and low prices of Common Stock on the NYSE American LLC on January 30, 2024.

 

(3) Represents 5,608,690 shares of Common Stock reserved for issuance under the 2023 Plan.

(4) Represents 2,350,960 shares of Common Stock underlying outstanding options under the 2021 Plan.

(5)  Pursuant to Rule 457(h) under the Act, calculated based on the basis of the price at which the options may be exercised.