As filed with Securities
and Exchange Commission on July 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WiSA Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
30-1135279 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification Number) |
15268 NW Greenbrier Pkwy
Beaverton, OR 97006
(408) 627-4716
(Address, including zip code, and telephone number,
including area code,
of registrant’s principal executive offices)
Summit Semiconductor, Inc. 2018 Long-Term Stock
Incentive Plan
(Full Title of Plans)
Brett Moyer
Chief Executive Officer, President and Chairman
of the Board
15268 NW Greenbrier Pkwy
Beaverton, OR 97006
(408) 627-4716
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
David Danovitch, Esq.
Sullivan & Worcester LLP
1633 Broadway, 32nd Floor
New York, New York 10019
(212) 660-3060
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting company |
x |
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Emerging growth company |
¨ |
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. ¨
EXPLANATORY NOTE
This Registration
Statement on Form S-8 (the “Registration Statement”) is being filed by WiSA Technologies, Inc. (the “Registrant”)
for the purpose of registering an aggregate of 738,215 shares of common stock, par value $0.0001 per share, of the Registrant (“Common
Stock”) issuable under the Registrant’s 2018 Long-Term Stock Incentive Plan (the “2018 LTIP”), pursuant to its
“evergreen” provision set forth in Section 5.A. thereof.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be delivered in accordance with Rule 428(b)(1) of the Securities
Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act. These documents, and the documents incorporated by reference in Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated
by reference in this Registration Statement are the following documents filed by the Company with the Commission pursuant to the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding those portions of any Current Report
on Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K:
(1) |
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2024; |
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(2) |
Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May 20, 2024; |
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(3) |
Our Current Reports on Forms 8-K filed with the SEC on January 12, 2024, January 18, 2024, January 23, 2024, January 25, 2024, January 30, 2024, February 16, 2024, March 18, 2024, March 26, 2024, March 27, 2024 March 29, 2024, April 9, 2024, April 12, 2024; April 18, 2024, April 19, 2024, April 23, 2024, April 26, 2024, April 30, 2024, May 2, 2024, May 13, 2024, May 13, 2024, May
15, 2024, May 15, 2024, May 17, 2024, May 31, 2024, June 12, 2024, June 28, 2024, and July 8, 2024. |
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(4) |
The description of our Common Stock contained in (i) our Registration Statement on Form 8-A, filed with the SEC on July 25, 2018, pursuant to Section 12(b) of the Exchange Act, including all other amendments and reports filed for the purpose of updating such description and (ii) Exhibit 4.6—Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024. |
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date
of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance
with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or
in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and
Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General
Corporation Law of the State of Delaware (“DGCL”) provides that a Delaware corporation may indemnify any person who was, is
or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided
such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests
and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware
corporation may indemnify any persons who are, were or are a party to any threatened, pending or completed action or suit by or in the
right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or
is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the
officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer
or director has actually and reasonably incurred.
Section 145 of the DGCL further
authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation
or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of
their status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145 of the DGCL.
Our bylaws provide that we
must indemnify our directors and officers to the fullest extent permitted by the DGCL and must also pay expenses incurred in defending
any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to
repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified.
We have entered into indemnification
agreements with certain of our executive officers and directors pursuant to which we have agreed to indemnify such persons against all
expenses and liabilities incurred or paid by such person in connection with any proceeding arising from the fact that such person is or
was an officer or director of our company, and to advance expenses as incurred by or on behalf of such person in connection therewith.
The indemnification rights
set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute,
provision of our certificate of incorporation, as amended, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
We maintain standard policies
of insurance that provide coverage (i) to our directors and officers against loss rising from claims made by reason of breach of duty
or other wrongful act and (ii) to us with respect to indemnification payments that we may make to such directors and officers.
See
“Item 9. Undertakings” for a description of the Commission’s position regarding such indemnification provisions.
Item 7. Exemption From Registration Claimed.
Not
applicable.
Item 8. Exhibits.
Exhibit
Number |
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Exhibit Title |
4.1 |
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Certificate of Incorporation of Summit Semiconductor, Inc. (incorporated by reference to Exhibit 3.1(i) to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018). |
4.2 |
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Plan of Conversion of Summit Semiconductor, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 23, 2018). |
4.3 |
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Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc. (incorporated by reference to Exhibit 3.1(ii) to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 25, 2018). |
4.4 |
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Certificate of Amendment to Certificate of Incorporation of Summit Wireless Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2020). |
4.5 |
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Certificate of Amendment of Certificate of Incorporation of Summit Wireless Technologies, Inc, (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2022). |
4.6 |
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Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2023). |
4.7 |
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Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023). |
4.8 |
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Certificate of Amendment to WiSA Technologies, Inc.’s Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on March 25, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2024). |
4.9 |
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Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2024). |
4.10 |
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Bylaws of Summit Semiconductor, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018). |
4.11 |
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Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019). |
4.12 |
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Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-224267) filed with the SEC on July 2, 2018). |
4.13 |
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Amendment to WiSA Technologies, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on January 4, 2023). |
4.14 |
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Amendment to the Company’s 2018 Long-Term Stock Incentive Plan (incorporated by reference to Appendix D to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 15, 2024). |
4.15 |
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Form of Restricted Stock Agreement for Directors under the Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265060) filed with the SEC on August 22, 2023). |
4.16 |
|
Form of Restricted Stock Agreement for Employees under the Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 22, 2023). |
5.1 |
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Opinion of Sullivan & Worcester LLP (filed herewith). |
23.1 |
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Consent of BPM LLP, independent registered public accounting firm (filed herewith). |
23.2 |
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Consent of Sullivan & Worcester LLP (reference is made to Exhibit 5.1). |
24.1 |
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Power of Attorney (set forth on the signature page of this Registration Statement). |
107 |
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Filing Fee Table (filed herewith). |
Item 9. Undertakings.
(a) The undersigned Registrant
hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement;
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Beaverton, State of Oregon on the 26th day of July,
2024.
WISA TECHNOLOGIES, Inc. |
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By: |
/s/ Brett Moyer |
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Brett Moyer |
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Chief Executive Officer, President and Chairman of the Board |
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POWER OF ATTORNEY: KNOW ALL
MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Brett Moyer, his or her true and lawful
attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: July 26, 2024 |
By: |
/s/ Brett Moyer |
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Brett Moyer |
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Chief Executive Officer, President and Chairman of the Board
(Principal Executive Officer) |
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Date: July 26, 2024 |
By: |
/s/ Gary Williams |
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Gary Williams |
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Vice President of Finance and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer) |
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Date: July 26, 2024 |
By: |
/s/ Dr. Jeffrey M. Gilbert |
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Dr. Jeffrey M. Gilbert |
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Director |
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Date: July 26, 2024 |
By: |
/s/ Helge Kristensen |
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Helge Kristensen |
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Director |
Date: July 26, 2024 |
By: |
/s/ Sriram Peruvemba |
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Sriram Peruvemba |
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Director |
Date: July 26, 2024 |
By: |
/s/ Robert Tobias |
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Robert Tobias |
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Director |
Date: July 26, 2024 |
By: |
/s/ Kimberly Briskey |
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Kimberly Briskey |
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Director |
Date: July 26, 2024 |
By: |
/s/ Wendy Wilson |
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Wendy Wilson |
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Director |
Date: July 26, 2024 |
By: |
/s/ David M. Howitt |
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David M. Howitt |
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Director |
Exhibit 5.1
July 26, 2024
WiSA Technologies, Inc.
15268 NW Greenbrier Pkwy
Beaverton, OR 97006
Ladies and Gentlemen:
This opinion is furnished to you in connection
with a Registration Statement on Form S-8, as supplemented or amended from time to time (the “Registration Statement”),
filed by WiSA Technologies, Inc. (formerly known as Summit Semiconductor, Inc. and Summit Wireless Technologies, Inc.), a Delaware corporation
(the “Company”), with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”), on July 26, 2024. The Registration Statement relates to the registration
under the Securities Act of an aggregate of 738,215 shares (the “Shares”) of common stock, par value $0.0001 per share,
of the Company (“Common Stock”) issuable under the Company’s 2018 Long-Term Stock Incentive Plan (the “2018
LTIP”), pursuant to its “evergreen” provision set forth in Section 5.A. thereof.
We have been requested by the Company to render
this opinion letter with respect to the legality of the Shares being registered under the Registration Statement.
In connection with this opinion, we have examined
and relied upon the originals or copies certified or otherwise identified to our satisfaction of (i) the Company’s certificate of
incorporation, as amended, (ii) the Company’s bylaws, as amended, and (iii) the Registration Statement, including all exhibits filed
therewith, and have also examined and relied upon minutes of meetings and/or resolutions of the board of directors of the Company as provided
to us by the Company, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.
In addition to the foregoing, we have relied as
to matters of fact upon the representations made by the Company and its representatives. In our examination of the foregoing documents,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the legal competence
of all signatories to such documents and that each signatory to such document has or will have sufficient legal capacity to execute such
document. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion.
Our opinion is expressed only with respect to
the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject
matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
Based upon the foregoing and in reliance thereon,
and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that the Shares have
been duly authorized by the Company, and when granted and delivered by the Company to the 2018 LTIP participants pursuant to the terms
of the 2018 LTIP, and the underlying award agreements executed pursuant to such plan in the manner contemplated by the Registration Statement,
will be validly issued, fully paid and non-assessable shares of Common Stock.
This opinion letter speaks only as of the date
hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion
letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof,
that might change the opinions expressed above.
We hereby consent to the filing of this opinion
as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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Very truly yours, |
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/s/ Sullivan & Worcester LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report (which contains an explanatory paragraph relating to the Company’s ability
to continue as a going concern as described in Note 2 to the consolidated financial statements) dated April 1, 2024, relating to the consolidated
financial statements, which appears in the Annual Report on Form 10-K of WiSA Technologies, Inc. for the year ended December 31, 2023.
/s/ BPM LLP |
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San Jose, California |
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July 26, 2024 |
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
WiSA Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| |
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered (1) | | |
Proposed Maximum Offering Price Per Unit (3) | |
Maximum Aggregate Offering Price (3) | |
Fee Rate | |
Amount of Registration Fee (3) |
Fees to Be Paid | |
Equity | |
Common stock, par value
$0.0001 per share, issuable
under the Summit
Semiconductor, Inc. 2018
Long-Term Stock Incentive Plan | |
Rule 457(c) and Rule 457(h) | |
| 738,215 | (2) | |
$ | 2.36 | |
$ | 1,742,187.40 | |
| 0.0001476 | |
$ | 257.15 |
Fees Previously Paid | |
— | |
— | |
— | |
| — | | |
| — | |
| — | |
| — | |
| — |
| |
Total Offering Amounts | |
| 738,215 | | |
| | |
$ | 1,742,187.40 | |
| | |
$ | 257.15 |
| |
Total Fee Offsets | |
| | | |
| | |
| | |
| | |
$ | 0.00 |
| |
Net Fee Due | |
| | | |
| | |
| | |
| | |
$ | 257.15 |
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of WiSA Technologies, Inc. (the “Company”) that may from time to time be offered or issued to prevent dilution from any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Common Stock. |
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(2) |
Represents the number of shares of Common Stock reserved for issuance and issuable pursuant to the Company’s 2018 Long-Term Stock Incentive Plan (the “2018 LTIP”) and its “evergreen” provision. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall cover an indeterminate number of shares of Common Stock to be offered or sold pursuant to the 2018 LTIP. |
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(3) |
Estimated in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the applicable registration fee. The proposed maximum offering price per share of Common Stock represents the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on July 24, 2024. |
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