If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ?
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered Proposed Maximum Aggregate Offering Price (1)
Amount of Registration
Fee
Common stock, $0.001 par value per share(2)(3) $ 46,000,000 $ 3,800.70
Representatives’ Warrant to Purchase Common Stock (4)
Common Stock to be sold by Selling Stockholders (5) $ 1,000,000 $ 92.7
Shares of Common Stock issuable upon exercise of Representatives’ Warrant (2)(6) $ 3,075,000 $ 285
Total $ 50,075,000 $ 4,178.40 (7)
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)
(2) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(3) Includes shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any, equal to 15% of the number of shares sold in the offering.
(4) In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrant’s common stock underlying the Representative’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.
(5) Includes 25,000,000 shares of common stock being sold to the underwriters by the selling stockholders. In accordance with Rule 457(c) under the Securities Act, the aggregate offering price for the shares to be sold by the selling stockholders is calculated based on the $0.02 average of the high and low prices reported on the OTC Pink Sheets for January 14, 2022.
(6) The Underwriter’s Warrants are exercisable at a per share exercise price equal to 150% of the public offering price per share of common stock. The proposed maximum aggregate offering price of the Representatives’ Warrants is $3,075,000, which is equal to 150% of $2,050,000 (5% of $8,000,000 which is the maximum offering price without including the over-allotment option).
(7) $3,800.70 previously paid.
