As filed with the Securities and Exchange Commission on May 16, 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
HOST HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 53-0085950 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
4747 Bethesda Ave, Suite 1300
Bethesda, Maryland 20814
(240) 744-1000
(Address of Principal Executive Offices) (Zip Code)
HOST HOTELS & RESORTS 2024 COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN
(Full title of the plan)
Julie P. Aslaksen
Executive Vice President, General Counsel and Secretary
Host Hotels & Resorts, Inc.
4747 Bethesda Avenue, Suite 1300
Bethesda, Maryland 20814
(Name and address of agent for service)
(240) 744-1000
(Telephone number, including area code, of agent for service)
Copies to:
Joel H. Trotter
Julia A. Thompson
Latham & Watkins LLP
555 11th Street, N.W., Suite 1000
Washington, DC 20004
(202) 637-2200
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.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | | 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
On March 27, 2024, the Board of Directors of Host Hotels & Resorts, Inc. (the “Company”) approved the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan (the “Plan”), subject to the approval of the Company’s stockholders. On May 15, 2024, at the 2024 Annual Meeting of the Stockholders of the Company, the Company’s stockholders approved the Plan. The aggregate number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), that may be issued pursuant to awards granted under the Plan is 22,000,000, less the number of shares of Common Stock subject to any award granted under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan after March 1, 2024.
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed to register the 22,000,000 shares of Common Stock reserved for issuance pursuant to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange Commission (“SEC”) by the Company are incorporated herein by reference:
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| | (a) | the Combined Annual Report on Form 10-K of Host Hotels & Resorts, L.P. and the Company for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024 (including information specifically incorporated by reference from the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders filed with the SEC on April 5, 2024); |
| | (b) | the Combined Quarterly Report on Form 10-Q of Host Hotels & Resorts, L.P. and the Company for the quarterly period ended March 31, 2024, filed with the SEC on May 3, 2024; |
| | (c) | the Current Report of the Company and Host Hotels & Resorts, L.P. on Form 8-K filed with the SEC on May 10, 2024; and |
| | (d) | the description of the Common Stock included in the Registration Statement on Form 8-A filed on October 30, 2020, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement from the date of filing of such document.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or included in future filings, that are not deemed “filed” with the SEC.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The Company’s Charter contains a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.
The Company’s Charter provides that it shall indemnify (i) its directors and officers, whether serving the Company or at our request any other entity, to the maximum extent permitted by Maryland law, including the advance of expenses, and (ii) other employees and agents to such extent as shall be authorized by the Company’s Board of Directors or the Bylaws. The Company’s Bylaws obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer of the Company who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Company and at the request of the Company, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as a director, trustee, officer, member, manager or partner and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The Company’s Bylaws also permit the Company, with the approval of our Board of Directors, to indemnify and advance expenses to any person who served as a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company.
The MGCL requires a Maryland corporation (unless its charter provides otherwise, which the Company’s Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party to, or witness in, by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In accordance with the MGCL, the Company is required, as a condition to advancing expenses, to obtain (1) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (2) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the Company if it is ultimately determined that the applicable standard of conduct was not met.
The Company has also entered into indemnification agreements with its directors and executive officers that obligate it to indemnify them to the maximum extent permitted under Maryland law. The agreements require the Company to indemnify the director or officer (the “indemnitee”) against all judgments, penalties, fines and amounts paid in settlement and all expenses actually and reasonably incurred by the indemnitee in connection with a proceeding to which such person became subject by reason of his or her status as a present or former director or
officer of the Company or any other corporation or enterprise for which such person is or was serving at the Company’s request unless it is established that the indemnitee did not meet the standard of conduct set forth above or one of the exceptions to indemnification under Maryland law set forth above exists.
In addition, the indemnification agreements require the Company to advance reasonable expenses incurred by the indemnitee within 10 days of the receipt by the Company of a statement from the indemnitee requesting the advance, provided the statement evidences the expenses incurred and is accompanied by:
•a written affirmation of the indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification, and
•a written undertaking by or on behalf of the indemnitee to repay the amount of any expenses advanced to the indemnitee if it is ultimately determined that the standard of conduct was not met.
The indemnification agreements also provide for procedures for the determination of entitlement to indemnification, including requiring such determination be made by independent counsel after a change of control of the Company.
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Item 7. | Exemption from Registration Claimed. |
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Not applicable. |
Item 8. | Exhibits. |
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Exhibit No. | | Description |
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| 4.1 | | |
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| 4.2 | | |
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| 4.3 | | |
| |
| 5.1* | | |
| |
| 23.1* | | |
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| 23.2* | | |
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| 24.1* | | |
| |
| 99.1 | | |
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| 107* | | |
Item 9. Undertakings.
(a) The undersigned Company 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 of 1933 (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 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing 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 Exchange Act 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.
(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 Section 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 Securities and Exchange 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 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 whether 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, 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 Bethesda, State of Maryland, on this 16th day of May, 2024.
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| HOST HOTELS & RESORTS, INC. |
| |
By: | | /S/ SOURAV GHOSH |
Name: | | Sourav Ghosh |
Title: | | Executive Vice President and |
| | Chief Financial Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of Host Hotels & Resorts, Inc., do hereby constitute and appoint Julie P. Aslaksen and Joseph C. Ottinger, and each of them, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things in our names and on our behalf in our capacities as directors and officers and to execute any and all instruments for us in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations and agreements of the Securities and Exchange Commission, in connection with this Registration Statement, or any registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto; and we hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | |
/S/ JAMES F. RISOLEO | | President, Chief Executive Officer and Director | | May 16, 2024 |
| James F. Risoleo | | (Principal Executive Officer) | | |
| | |
/S/ SOURAV GHOSH | | Executive Vice President and Chief Financial | | May 16, 2024 |
| Sourav Ghosh | | Officer (Principal Financial Officer) | | |
| | |
/S/ JOSEPH C. OTTINGER | | Senior Vice President, Corporate Controller | | May 16, 2024 |
| Joseph C. Ottinger | | (Principal Accounting Officer) | | |
| | |
/S/ RICHARD E. MARRIOTT | | Chairman of the Board of Directors | | May 16, 2024 |
| Richard E. Marriott | | | | |
| | |
/S/ MARY L. BAGLIVO | | Director | | May 16, 2024 |
| Mary L. Baglivo | | | | |
| | | | | | | | | | | | | | |
| | |
/S/ HERMAN E. BULLS | | Director | | May 16, 2024 |
| Herman E. Bulls | | | | |
| | |
/S/ MARY HOGAN PREUSSE | | Director | | May 16, 2024 |
| Mary Hogan Preusse | | | | |
| | |
| /s/ DIANA M. LAING | | Director | | May 16, 2024 |
| Diana M. Laing | | | | |
| | |
/S/ WALTER C. RAKOWICH | | Director | | May 16, 2024 |
| Walter C. Rakowich | | | | |
| | |
/S/ GORDON H. SMITH | | Director | | May 16, 2024 |
| Gordon H. Smith | | | | |
| | |
/S/ A. WILLIAM STEIN | | Director | | May 16, 2024 |
| A. William Stein | | | | |
Exhibit 5.1
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| 750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com |
May 16, 2024
Host Hotels & Resorts, Inc.
4747 Bethesda Avenue, Suite 1300
Bethesda, Maryland 20814
Re: Host Hotels & Resorts, Inc.
Ladies and Gentlemen:
We have served as Maryland counsel to Host Hotels & Resorts, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law related to the registration by the Company of 22,000,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan (the “Plan”). The Shares are covered by the Registration Statement on Form S-8 (the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) by the Company on or about the date hereof under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1.The Registration Statement in the form in which it was transmitted to the Commission under the 1933 Act;
2.The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3.The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4.The Plan;
5.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6.Resolutions adopted by the Board of Directors of the Company relating to the approval of the Plan and the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
Host Hotels & Resorts, Inc.
May 16, 2024
Page 2
7.The report of the Inspector of Elections certifying as to the quorum and approval of the Plan by the stockholders of the Company, certified as of the date hereof by an officer of the Company;
8.A certificate executed by an officer of the Company, dated as of the date hereof; and
9.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth herein, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the obligations of such party set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
6. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VIII of the Charter.
7. Each option, restricted stock award, restricted stock unit award, performance award, dividend equivalents award, stock payment award, stock appreciation right,
Host Hotels & Resorts, Inc.
May 16, 2024
Page 3
profit interest units award or other award exercisable or exchangeable for Shares pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the terms of the Plan, and each Award that is exercisable or exchangeable for Shares will be exercised or exchanged in accordance with the terms of the Plan and any option or award agreement entered into in connection therewith.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1.The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Plan, any applicable option or award agreement, the Registration Statement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
Exhibit 23.2
KPMG LLP
Suite 900
8350 Broad Street
McLean, VA 22102
Consent of Independent Registered Public Accounting Firm
We consent to the use of (i) our reports dated February 28, 2024, with respect to the consolidated financial statements of Host Hotels and Resorts, Inc. and the effectiveness of internal control over financial reporting, and (ii) our report dated February 28, 2024, with respect to the consolidated financial statements of Host Hotels and Resorts, L.P., incorporated herein by reference.
/s/ KPMG LLP
McLean, Virginia
May 16, 2024
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
HOST HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share (2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.01 par value | Other | 22,000,000 shares | $18.35 | $403,700,000 | $0.00014760 | $59,586.12 |
| Total Offering Amounts | | $403,700,000 | | $59,586.12 |
| Total Fee Offsets | | | | - |
| Net Fee Due | | | | $59,586.12 |
| | | | | |
| (1) | This Registration Statement registers 22,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), of Host Hotels & Resorts, Inc. (the “Company”) that may be issued to participants pursuant to the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan (the “Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares that may be issued under the Plan as a result of a stock split, stock dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration, which would increase the number of outstanding shares of Common Stock. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of Common Stock as reported on the Nasdaq Stock Market on May 10, 2024. |
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