exfilingfees

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

Fees to be Paid

Equity

Common Stock, $0.0001 par value per share

457(r)

0.000087

Fees to be Paid

Equity

Preferred Stock, $0.0001 par value per share

457(r)

0.000087

Fees to be Paid

Debt

Debt Securities

457(r)

0.000087

Fees to be Paid

Other

Warrants

457(r)

0.000087

Fees to be Paid

Other

Rights

457(r)

0.000087

Fees to be Paid

Other

Units

457(r)

0.000087

Fees Previously Paid

Carry Forward Securities

Equity

Common Stock, $0.0001 par value per share

415(a)(6)

S-3

333-276210

1/4/2024

Carry Forward Securities

Equity

Preferred Stock, $0.0001 par value per share

415(a)(6)

S-3

333-276210

1/4/2024

Carry Forward Securities

Debt

Debt Securities

415(a)(6)

S-3

333-276210

1/4/2024

Carry Forward Securities

Other

Warrants

415(a)(6)

S-3

333-276210

1/4/2024

Carry Forward Securities

Other

Rights

415(a)(6)

S-3

333-276210

1/4/2024

Carry Forward Securities

Other

Units

415(a)(6)

S-3

333-276210

1/4/2024

Carry Forward Securities

Other

Unallocated (Universal) Shelf

415(a)(6)

500,000,000.00

S-3

333-276210

1/4/2024

73,800.00

Total Offering Amounts:

$500,000,000.00

$0.00

Total Fees Previously Paid:

$ 0.00


1			The securities registered hereunder include such indeterminate number of shares of common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock, and/or debt securities, rights to purchase common stock, preferred stock, debt securities, and/or warrants, and units consisting of two or more of these classes or series of securities, as may be offered and sold from time to time in one or more offerings by the registrant. There is also being registered hereunder an indeterminate number of shares of common stock and preferred stock that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend 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. The Registrant is relying on Rules 456(b) and 457(r) under the Securities Act, to defer payment of the entire registration fee.

2			See Offering Note 1.

3			See Offering Note 1.

4			See Offering Note 1.



5			See Offering Note 1.

6		See Offering Note 1.

7	The Registrant previously registered an aggregate principal amount of $500,000,000.00 of securities pursuant to a Registration Statement on Form S-3 (File No. 333-276210) filed with the Securities and Exchange Commission on December 22, 2023, which became effective on January 4, 2024 (the "Prior Registration Statement"). Pursuant to Rule 415(a)(6) of the Securities Act, securities having an aggregate principal amount of $500,000,000.00 registered hereunder are unsold securities (the "Unsold Securities") previously registered on the Prior Registration Statement. In connection with the filing of the Prior Registration Statement, a registration fee was paid in the amount of $73,800.00 (calculated in accordance with the filing fee rate in effect at the time of the filing of the Prior Registration Statement). Pursuant to Rule 415(a)(6), (i) the registration fee applicable to the Unsold Securities is being carried forward to this registration statement and will continue to be applied to the Unsold Securities, and (ii) the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset Claims

Fee Offset Sources

Rule 457(p)

Fee Offset Claims

Fee Offset Sources


Table 1: Newly Registered and Carry Forward Securities			☐ Not Applicable


Table 3: Combined Prospectuses			☑ Not Applicable