|
New York
|
| |
81-3467779
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | |
Page
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| |||
| | | | ii | | | |
| | | | 1 | | | |
| | | | 15 | | | |
| | | | 17 | | | |
| | | | 18 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 22 | | | |
| | | | 23 | | | |
| | | | 26 | | | |
| | | | 28 | | | |
| | | | 31 | | | |
| | | | 32 | | | |
| | | | 33 | | | |
| | | | 35 | | | |
| | | | 39 | | | |
| | | | 67 | | | |
| | | | 69 | | | |
| | | | 69 | | | |
| | | | 70 | | |
Payment Date
|
| |
Amount
Per Share |
| |||
2022 | | | | | | | |
January 10Ω | | | | $ | 0.12 | | |
2021 | | | | | | | |
October 29
|
| | | $ | 0.12 | | |
July 30
|
| | | $ | 0.12 | | |
April 16
|
| | | $ | 0.12 | | |
January 8¥ | | | | $ | 0.12 | | |
2020 | | | | | | | |
November 4
|
| | | $ | 0.12 | | |
August 7
|
| | | $ | 0.12 | | |
January 27*
|
| | | $ | 0.12 | | |
2019 | | | | | | | |
October 22
|
| | | $ | 0.12 | | |
July 29
|
| | | $ | 0.12 | | |
April 18
|
| | | $ | 0.12 | | |
January 10**
|
| | | $ | 0.17 | | |
2018 | | | | | | | |
November 6
|
| | | $ | 0.12 | | |
July 27
|
| | | $ | 0.11 | | |
April 27***
|
| | | $ | 0.105 | | |
February 27****
|
| | | $ | 0.105 | | |
2017 | | | | | | | |
November 17
|
| | | $ | 0.105 | | |
July 27
|
| | | $ | 0.105 | | |
April 27
|
| | | $ | 0.05 | | |
|
SEC registration fee
|
| | | $ | 27,810 | | |
|
FINRA Filing fee
|
| | | $ | 45,500 | | |
|
Printing and document production expenses*
|
| | | $ | 2,000 | | |
|
Legal fees and expenses*
|
| | | $ | 25,000 | | |
|
Accounting fees and expenses*
|
| | | $ | 10,000 | | |
|
Trustee and registrar fees*
|
| | | $ | — | | |
|
NYSE American fees and expenses*
|
| | | $ | — | | |
|
Miscellaneous*
|
| | | $ | 5,000 | | |
|
Total*
|
| | | $ | 115,310 | | |
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | Underwriting Agreement† | |
| 2.1 | | | Form of Amended and Restated Exchange Agreement(1) | |
| 4.1 | | | | |
| 4.2 | | | | |
| 4.3 | | | | |
| 4.4 | | | | |
| 4.5 | | | | |
| 4.6 | | | | |
| 4.8 | | | | |
| 4.9 | | | | |
| 4.10 | | | | |
| 4.11 | | | Form of Certificate of Designation† | |
| 4.12 | | | Form of Warrant† | |
| 4.13 | | | Form of Debt Security† | |
| 4.14 | | | | |
| 4.15 | | | | |
| 4.16 | | | | |
| 5.1 | | | | |
| 8.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1 | | | | |
| 107 | | | |
| | | | Sachem Capital Corp. | | |||
| | | | By: | | |
/s/ John L. Villano
|
|
| | | | | | | John L. Villano, CPA | |
| | | | | | | Chief Executive Officer | |
|
Signature
|
| |
Date
|
| |
Title
|
| | | ||||
|
/s/ John L. Villano
John L. Villano, CPA
|
| | February 18, 2022 | | | Chairman, Chief Executive Officer (Principal Executive Officer), President, Chief Financial Officer (Principal Financial Officer) and Director | | | | | | | |
|
/s/ Arthur Goldberg
Arthur Goldberg
|
| | February 18, 2022 | | | Director | | | | | | | |
|
/s/ Leslie Bernhard
Leslie Bernhard
|
| | February 18, 2022 | | | Director | | | | | | | |
|
/s/ Brian Prinz
Brian Prinz
|
| | February 18, 2022 | | | Director | | | | | | | |
Exhibit 5.1
[KURZMAN EISENBERG CORBIN & LEVER, LLP LETTERHEAD]
ksteiner@kelaw.com
(914) 993-6054
February 18, 2022
Sachem Capital Corp.
698 MainStreet
Branford, Connecticut 06405
Re: Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Sachem Capital Corp., a New York corporation (the “Company”), in connection with the Shelf Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on February 18, 2022. Under the Registration Statement, the Company may offer and sell from time to time, as set forth in the prospectus that is a part of the Registration Statement (the “Base Prospectus”) and as may be set forth in one or more supplements to the Base Prospectus (each, a “Prospectus Supplement”): (i) the Company’s common shares, $0.001 par value per share (the “Common Shares”); (ii) the Company’s preferred shares, $0.001 par value per share, in one or more series (the “Preferred Shares”); (iii) the Company’s debt securities, in one or more series, consisting of notes, debentures, bonds and other evidences of indebtedness (the “Debt Securities”); (iv) guarantees of the Company’s debt securities (“Guaranties”); (v) warrants of the Company (the “Warrants”) to purchase Common Shares, Preferred Shares, Common Shares, Debt Securities or Units (hereinafter defined); and (vi) units of the Company consisting of two or more of the Securities (hereinafter defined) (the “Units”). The Common Shares, Preferred Shares, Debt Securities, Guaranties, Warrants and Units are collectively referred to as the “Securities.” The maximum aggregate public offering price of the Securities being registered is $300,000,000. The Securities may be offered separately or as part of units with other Securities, in separate series, in amounts, at prices, and on terms to be set forth in a prospectus supplement to be filed in connection with the offer and sale of such Securities. With your permission, all assumptions herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the accuracy of such assumptions or items relied upon.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed and officers and representatives of the Company as we have deemed necessary or appropriate for this opinion. We have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Sachem Capital Corp.
February 18, 2022
Page 2
For purposes of this opinion letter, we have assumed that (i) the issuance, sale, amount and terms of any Securities to be offered from time to time will have been duly authorized and established by proper action of the board of directors of the Company (the “Board”) or a duly authorized committee of the Board (“Board Action”), consistent with the procedures and terms described in the Registration Statement and in accordance with the Company’s charter and bylaws and applicable New York corporate law in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on the Company or otherwise impair the legal or binding nature of the obligations represented by the applicable Securities; (ii) at the time of the offer, issuance and sale of any Securities, the Registration Statement will have been declared effective under the Securities Act of 1933, as amended (the “Act”), and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) any necessary prospectus supplement with respect to the applicable Security shall have been timely filed with the Commission and any required exhibits shall have been timely filed with the Commission in an amendment to the Registration Statement; (iv) any Debt Securities will be issued pursuant to an indenture for Debt Securities substantially in the form of such indenture filed as Exhibit 4.3 to the Registration Statement or any other indenture for Debt Securities filed in an amendment to the Registration Statement with a qualified trustee named therein; (v) the applicable indenture under which any Debt Securities are issued will be qualified under the Trust Indenture Act of 1939, as amended; (vi) any Warrants will be issued under one or more warrant agreements, each to be between the Company and a financial institution or other party identified therein as warrant agent, for which the governing law shall be the laws of the State of New York; (vii) any Units will be issued under one or more unit agreements, each to be between the Company and a financial institution or other party identified therein as a unit agent, for which the governing law shall be the laws of the State of New York; (viii) if being sold by the Company, the Securities will be delivered against payment of valid consideration therefor and in accordance with the terms of the applicable Board Action authorizing such sale and any applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable prospectus supplement; (ix) the Securities will not be issued in violation of the ownership limit contained in the Company’s charter; (x) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Company with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company; and (xi) the Company, at the time of the issuance of the Security, will be a New York corporation.
To the extent that the obligations of the Company with respect to the Securities may depend on such matters, we assume for purposes of this opinion that the other party under the indenture for any Debt Securities, under the warrant agreement for any Warrants or under the unit agreement for any Units, namely, the trustee, the warrant agent, or the unit agent, respectively, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that such other party is duly qualified to engage in the activities contemplated by such indenture, warrant agreement, or unit agreement, as applicable; that such indenture, warrant agreement, or unit agreement, as applicable, has been duly authorized, executed and delivered by the other party and constitutes the legal, valid and binding obligation of the other party enforceable against the other party in accordance with its terms; that such other party is in compliance with respect to performance of its obligations under such indenture, warrant agreement, or unit agreement, as applicable, with all applicable laws, rules and regulations; and that such other party has the requisite organizational and legal power and authority to perform its obligations under such indenture, warrant agreement, or unit agreement, as applicable.
Sachem Capital Corp.
February 18, 2022
Page 3
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
(a) The Common Shares (including any Common Shares that are duly issued upon the exchange or conversion of Debt Securities or Preferred Shares that are exchangeable for or convertible into Common Shares or upon the exercise of Warrants and, if applicable, receipt by the Company of any additional consideration payable upon such conversion, exchange or exercise), upon due execution and delivery on behalf of the Company of certificates therefor, including global certificates, or the entry of the issuance thereof in the books and records of the Company, as the case may be, will be validly issued, fully paid and nonassessable.
(b) The Preferred Shares (including any shares of Preferred Shares that are duly issued upon the exercise of Warrants and receipt by the Company of any additional consideration payable upon such exercise), upon due execution and delivery on behalf of the Company of certificates therefor, including global certificates, or the entry of the issuance thereof in the books and records of the Company, as the case may be, will be validly issued, fully paid and nonassessable.
(c) The Warrants, upon due execution and delivery of a warrant agreement relating thereto on behalf of the Company and the warrant agent named therein and due authentication of the Warrants by such warrant agent, and upon due execution and delivery of the Warrants on behalf of the Company, will constitute valid and binding obligations of the Company.
(d) The Debt Securities (including any Debt Securities duly issued upon the exercise of Warrants), upon due execution and delivery of an indenture relating thereto on behalf of the Company and the applicable trustee named therein, and upon authentication by such trustee and due execution and delivery on behalf of the Company in accordance with the applicable indenture and any supplemental indenture relating thereto, will constitute valid and binding obligations of the Company.
(e) The Units, upon due execution and delivery of a unit agreement relating thereto on behalf of the Company and upon due execution and delivery of such Units and the underlying Common Shares, Preferred Shares, Debt Securities and/or Warrants that are components of such Units in accordance with the applicable unit agreement and the applicable indenture (in the case of underlying Debt Securities), and/or warrant agreement (in the case of underlying Warrants), and assuming that any underlying Securities not issued by the Company that are components of such Units have been duly and properly authorized for issuance and constitute valid and binding obligations enforceable against the issuer thereof in accordance with their terms, such Units will constitute valid and binding obligations of the Company.
The opinions expressed in paragraphs (c), (d) and (e) above with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Securities are considered in a proceeding in equity or at law).
Sachem Capital Corp.
February 18, 2022
Page 4
The foregoing opinions are limited to the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level) including the statutory provisions, all applicable provisions of the Constitutions of the State of New York and reported judicial provisions interpreting these laws, each as in effect on the date on which the Commission declares the Registration Statement effective (the “Effective Date”), and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinions expressed herein. The foregoing opinions are limited to matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. The foregoing opinions are given as of the Effective Date, and we undertake no obligation to advise you of any changes in applicable laws after the Effective Date or of any facts that might change the opinions expressed herein that we may become aware of after the Effective Date. Our opinions are also subject to the following exceptions, limitations and qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights and remedies; and (ii) the effect of general principles of equity, whether raised in an action at law or in equity (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Base Prospectus and each related Prospectus Supplement. In giving this consent, we do not admit that we are experts, or within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | ||
KURZMAN EISENBERG CORBIN & LEVER, LLP | ||
By: | /s/Katherine R. Steiner | |
Katherine R. Steiner, Partner |
Exhibit 8.1
[KURZMAN EISENBERG CORBIN & LEVER, LLP LETTERHEAD]
ksteiner@kelaw.com
(914) 993-6054
February 18, 2022
Sachem Capital Corp.
698 MainStreet
Branford, Connecticut 06405
Ladies and Gentlemen:
We are acting as tax counsel to Sachem Capital Corp., a New York corporation (the “Company”), in connection with a registration statement on Form S-3, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed offering of up to $300,000,000 in the aggregate amount of one or more series of the following securities (collectively, the “Securities”): (i) common shares of the Company, $0.001 par value per share (the “Common Shares”); (ii) preferred shares of the Company, $0.001 par value per share (the “Preferred Shares”); (iii) debt securities of the Company (the “Debt Securities”); (iv) guarantees of debt securities (the “Guaranties”); (v) warrants to purchase Common Shares, Preferred Shares, Debt Securities or (Units (as defined below); and (vi) units comprised of two or more of any of the Securities (the “Units”), all of which may be sold from time to time and on a delayed or continuous basis, as set forth in the prospectus which forms a part of the Registration Statement (the “Prospectus”), and as to be set forth in one or more supplements to the Prospectus.
In connection with the filing of the Registration Statement, we have been asked to provide you with opinions regarding the U.S. federal income tax matters specifically set forth below under the caption titled “Opinions.”
The opinions set forth in this letter are based on relevant current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, applicable legislative history, and the administrative rulings and practices of the Internal Revenue Service (the “IRS”), including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof. These provisions and interpretations are subject to change by the IRS, Congress and the courts (as applicable), which may or may not be retroactive in effect and which might result in material modifications of our opinions. Our opinions do not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, or of a contrary position taken by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents counsel’s best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be litigated, but an opinion is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS.
Sachem Capital Corp.
February 18, 2022
Page 2
In rendering the following opinions, we have examined such statutes, regulations, records, agreements, certificates and other documents as we have considered necessary or appropriate as a basis for the opinions (including all exhibits and schedules thereto), which we have, with your consent, relied upon without any independent investigation or review thereof, including but not limited to: (1) the Registration Statement, including the Prospectus; and (2) certain organizational documents of the Company and certain of its subsidiaries (those documents referred to in clauses (1) and (2), the “Reviewed Documents”).
The opinions set forth in this letter are premised on, among other things, the written representations of the Company contained in a letter to us (including all exhibits and attachments thereto) dated as of the date hereof (the “Management Representation Letter”). Although we have discussed the Management Representation Letter with the signatories thereto, for purposes of rendering our opinions we have not made an independent investigation or audit of the facts set forth in the Reviewed Documents and the Management Representation Letter. We consequently have relied upon the representations and statements of the Company as described in the Reviewed Documents and the Management Representation Letter and assumed that the information presented in such documents or otherwise furnished to us is accurate and complete in all material respects.
In this regard, we have assumed with your consent the following:
(1) | that (A) all of the representations and statements as to factual matters set forth in the Reviewed Documents and the Management Representation Letter are true, correct, and complete as of the date hereof, (B) any representation or statement in the Reviewed Documents and the Management Representation Letter made as a belief or made “to the knowledge of” or similarly qualified is true, correct, and complete as of the date hereof, without such qualification, (C) each agreement described in the Reviewed Documents is valid and binding in accordance with its terms and (D) each of the obligations of the Company, and its subsidiaries, as described in the Reviewed Documents, has been or will be performed or satisfied in accordance with its terms; |
(2) | the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made; |
(3) | that any documents as to which we have reviewed only a form were or will be duly executed without material changes from the form reviewed by us; and |
(4) | that from and after the date of this letter, the Company will comply with its representations contained in the Management Representation Letter that the Company will utilize all appropriate “savings provisions” (including the provisions of Sections 856(c)(6), 856(c)(7), and 856(g) of the Code, and the provision included in Section 856(c)(4) of the Code (flush language) allowing for the disposal of assets within 30 days after the close of a calendar quarter, and all available deficiency dividend procedures) available to the Company under the Code in order to correct any violations of the applicable real estate investment trust (“REIT”) qualification requirements of Sections 856 and 857 of the Code, to the full extent the remedies under such provisions are available, but only to the extent available. |
Sachem Capital Corp.
February 18, 2022
Page 3
Any material variation or difference in the facts from those set forth in the documents that we have reviewed and upon which we have relied (including, in particular, the Reviewed Documents and the Management Representation Letter) may adversely affect the conclusions stated herein.
Based upon and subject to the assumptions and qualifications set forth herein, including, without limitation, the discussion in the next paragraph below, we are of the opinion that:
(1) | the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code for each of its taxable years beginning with its taxable year ended December 31, 2017, and the Company’s current organization and current and proposed method of operation (as described in the Prospectus and the Management Representation Letter) will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ended December 31, 2020, and future taxable years; and |
(2) | the portions of the discussion in the Prospectus under the heading “Material U.S. Federal Income Tax Considerations” that describe provisions of applicable U.S. federal income tax law are correct in all material respects as of the date hereof. |
The Company’s qualification and taxation as a REIT under the Code depends upon the ability of the Company to meet on an ongoing basis (through actual quarterly and annual operating results, distribution levels, diversity of stock ownership and otherwise) the various qualification tests imposed under the Code, and upon the Company utilizing any and all appropriate “savings provisions” (including the provisions of Sections 856(c)(6), 856(c)(7), and 856(g) of the Code and the provision included in Section 856(c)(4) of the Code (flush language) allowing for the disposal of assets within 30 days after the close of a calendar quarter, and all available deficiency dividend procedures) available to the Company under the Code to correct violations of specified REIT qualification requirements of Sections 856 and 857 of the Code. Our opinions set forth above do not foreclose the possibility that the Company may have to utilize one or more of these “savings provisions” in the future, which could require the Company to pay an excise or penalty tax (which could be significant in amount) in order to maintain its REIT qualification. We have not undertaken at this time and will not undertake to review the Company’s compliance with these requirements on a continuing basis, nor will we do so in the future. Accordingly, no assurance can be given that the actual results of the Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.
This opinion letter addresses only the specific U.S. federal income tax matters set forth above and does not address any other U.S. federal, state, local or foreign legal or tax issues.
This opinion letter has been prepared for your use in connection with the filing of the Registration Statement and speaks as of the date hereof. We assume no obligation by reason of this opinion letter or otherwise to advise you of any changes in our opinions subsequent to the effective date of the Registration Statement. Except as provided in the last paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.
Sachem Capital Corp.
February 18, 2022
Page 4
We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the reference to Kurzman Eisenberg Corbin & Lever, LLP under the caption “Legal Matters” in the Prospectus. In giving this consent, however, we do not admit thereby that we are an “expert” within the meaning of the Securities Act.
Very truly yours, | ||
KURZMAN EISENBERG CORBIN & LEVER, LLP | ||
By: | /s/Katherine R. Steiner | |
Katherine R. Steiner, Partner |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this registration statement on Form S-3 of Sachem Capital Corp. (the “Company”) of our report dated March 30, 2021, relating to the financial statements of the Company as of December 31, 2020 and 2019, and for the years then ended, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in the prospectus, which is part of this registration statement on Form S-3.
/s/ Hoberman & Lesser CPA’s, LLP | |
Hoberman & Lesser CPA’s, LLP | |
New York, New York | |
February 18, 2022 |
Exhibit 107
Calculation of Filing Fee Tables
S-3
(Form Type)
Sachem
Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title (1) | Fee Calculation or Carry Forward Rule | Amount Registered (2) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price (5) | Fee Rate | Amount
of Registration Fee |
|||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common shares, par value $0.001 per share | ||||||||||||||||||||||||||
Equity | Preferred shares, par value $0.001 per share | |||||||||||||||||||||||||||
Debt | Debt securities | |||||||||||||||||||||||||||
Other | Warrants | |||||||||||||||||||||||||||
Other | Units (3) | |||||||||||||||||||||||||||
Other | Guarantees of debt securities (4) | |||||||||||||||||||||||||||
Unallocated
(Universal) Shelf (1) | 457 | (o) | $ | 300,000,000 | .0000927 | $ | 27,810 | |||||||||||||||||||||
Fees Previously Paid | ||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||
Total Offering Amounts | $ | 300,000,000 | $ | 27,810 | ||||||||||||||||||||||||
Total Fees Previously Paid | - | |||||||||||||||||||||||||||
Total Fee Offsets | - | |||||||||||||||||||||||||||
Net Fee Due | $ | 27,810 |
(1) | This registration statement covers offers, sales and other distributions of the securities listed in this table from time to time at prices to be determined, as well as common shares issuable upon the exchange or conversion of preferred shares or convertible debt securities so offered or sold that are exchangeable for or convertible into common shares or upon the exercise of warrants so offered, sold or distributed. |
(2) | This registration statement covers an indeterminate amount of the securities of each identified class of securities. An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. |
(3) | The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement. |
(4) | No separate consideration will be received for the Guarantees. |
(5) | The proposed maximum aggregate offering price per class of security 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 pursuant to Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3. |
1