(4) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to the registration statement include $158,914,546.32 of unsold securities previously registered on the registrant’s registration statement on Form S-3 filed on June 12, 2020, as amended on July 1, 2020, and declared effective on July 17, 2020 (File No. 333-239134) (the “Prior Registration Statement”). The Prior Registration Statement registered securities for a proposed maximum aggregate offering price of $200,000,000, of which $158,914,546.32 remain unsold. In connection with the filing of the Prior Registration Statement, the registrant paid a registration fee of $25,960.00, of which $20,627.11 related to such unsold securities. In accordance with Question 212.24 of the Securities and Exchange Commission, Division of Corporation Finance’s Compliance and Disclosure Interpretations regarding Securities Act Rules, the registrant is not required to pay any additional fee with respect to the $158,914,546.32 of unsold securities being included in this registration in reliance on Rule 415(a)(6), because such unsold securities (and associated fees) are being moved from the Prior Registration Statement to this registration statement. Accordingly, the Amount of Registration Fee above reflects only the registration fee attributable to the $41,085,453.68 of new securities registered on this registration statement. Pursuant to Rule 415(a)(6) of the Securities Act, the $20,627.11 registration fee previously paid by the registrant relating to the unsold securities included on this registration statement will continue to be applied to such unsold securities. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, 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) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
