Title of Each Class of Securities to Be Registered

Fee Calculation Rate

Amount of Shares to Be Registered

Proposed Maximum Offering Price per Unit or per Share

Proposed Maximum Aggregate Offering Price

Fee Rate (per $1 Million)

Amount of Registration Fee

Non-Prefunded Units, each consisting of (1) one share of common stock, par value $0.00001 per share, and (2) one Non-Prefunded warrant, each to purchase one share of common stock.

457

(g)

1,925,677

$

1.48

$

2,850,001.96

$

0.00011020

$

314.07

Common stock, included as part of the Non-Prefunded Units

457

(g)

1,925,677

—

(1)

—

—

—

Non-Prefunded warrant included as part of the Non-Prefunded Units

457

(g)

1,925,677

—

(1)

—

—

—

Common stock issuable upon exercise of the Non-Prefunded Warrants included as part of the Non-Prefunded Units by the PIPE Selling Securityholders

457

(g)

1,925,677

$

1.35

(1)

2,599,663.95

$

0. 00011020

 $

286.48

Prefunded Units, each consisting of (1) one share of common stock, par value $0.00001 per share and (2) one Prefunded warrant, each to purchase one share of common stock

457

(g)

2,128,378

$

1.479

$

3,147,871.06

$

0. 00011020

$

346.90

Common stock, included as part of the Prefunded Units

457

(g)

2,128,378

—

(1)

—

—

—

Prefunded Warrants included as part of the Prefunded Units

457

(g)

2,128,378

—

(1)

—

—

Common stock issuable upon exercise of the Prefunded Warrants included as part of the Prefunded Units by the PIPE Selling Securityholders

457

(g)

2,128,378

$

0.001

(2)

$

2,128.38

$

0. 00011020

$

0.23

Armistice Warrants by the Armistice Selling

457

(g)

1,750,225

—

(1)

—

—

—

Common stock issuable upon exercise of the Armistice Warrants by the Armistice Selling Securityholders

457

(g)

1,750,225

$

1.35

(2)

$

2,362,804

$

0. 00011020

$

260.38

Fees Previously Paid

$

0

$

0

$

0

$

0

$

0

Carry Forward Securities

None

Total Offering Amounts

$

10,962,469.29

$

1,208.06

Total Fees Previously Paid

$

0

$

1,208.06

Total Fees Offset

$

0

$

0

Net Fee Due

$

10,962,469.29

$

0

(1)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the conversion price of outstanding warrants, with each warrant exercisable for one share of common stock, subject to adjustment.

(2)

No separate registration fee required pursuant to Rule 457(g) under the Securities Act.