S-8

As filed with the Securities and Exchange Commission on January 29, 2026

Registration No. 333-

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Ethos Technologies Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   81-3181024

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

90 New Montgomery Street, Suite 1500

San Francisco, CA 94105

(415) 915-0665

(Address of principal executive offices, including zip code)

Ethos Technologies Inc. 2016 Equity Incentive Plan

Ethos Technologies Inc. 2026 Equity Incentive Plan

Ethos Technologies Inc. 2026 Employee Stock Purchase Plan

(Full titles of the plans)

Peter Colis

Chief Executive Officer

Ethos Technologies Inc.

90 New Montgomery Street, Suite 1500

San Francisco, CA 94105

(415) 915-0665

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

 

 

Matthew Bartus

Jon C. Avina

Jean Park

Milson C. Yu

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

(650) 843-5000

 

Porter Nolan

General Counsel

Ethos Technologies Inc.

90 New Montgomery Street, Suite 1500

San Francisco, CA 94105

(415) 915-0665

 

 

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      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. ☐

 

 
 


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.


PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by Ethos Technologies Inc. (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:

 

(a)

Amendment No.  2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on January 20, 2026 (File No. 333-290534), which contains the Registrant’s audited financial statements as of and for the years ended December 31, 2023 and 2024.

 

(b)

The Registrant’s Prospectus to be filed with the Commission on or about January 29, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Registration Statement on Form S-1, as amended (File No. 333-290534).

 

(c)

The description of the Registrant’s Class A common stock, which is contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 21, 2026 (File No. 001-43065) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

 

(d)

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or 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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document 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 subsequently filed document that also 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 superseded, 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 Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation that will be in effect immediately prior to the closing of the Registrant’s initial public offering permits indemnification of its directors, officers, employees, and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Registrant’s amended and restated bylaws that will be in effect immediately prior to the closing of the Registrant’s initial public offering provide that the Registrant will indemnify its directors and officers and permit the Registrant to indemnify its employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

The Registrant has entered into indemnification agreements with each of its directors and executive officers, whereby the Registrant has agreed to indemnify its directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director, executive officer, employee, or agent of the Registrant, provided that such director or executive officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the Registrant’s best interest.


The indemnification provisions in the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements with its directors and executive officers may discourage stockholders from bringing a lawsuit against its directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrant’s directors and executive officers, even though an action, if successful, might benefit the Registrant and other stockholders. At present, there is no pending litigation or proceeding involving a director or officer of ours regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

Certain of the Registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Registrant’s board of directors.

Item 7. Exemption from Registration Claimed.

Not applicable.


Item 8. Exhibits.

 

         

Incorporated by Reference

  

Filed

Herewith

Exhibit

Number

  

Description

  

Schedule

Form

  

File

Number

  

Exhibit

  

Filing

Date

4.1    Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.    S-1    333- 290534    3.1    September 26, 2025   
4.2    Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of the Registrant’s initial public offering.    S-1/A    333- 290534    3.2    January 20, 2026   
4.3    Amended and Restated Bylaws of the Registrant, as currently in effect.    S-1    333- 290534    3.3    September 26, 2025   
4.4    Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of the Registrant’s initial public offering.    S-1/A    333- 290534    3.4    January 20, 2026   
4.5    Form of Class A Common Stock Certificate of the Registrant.    S-1/A    333- 290534    4.1    January 20, 2026   
5.1    Opinion of Cooley LLP.                X
23.1    Consent of Cooley LLP (included in Exhibit 5.1).                X
23.2    Consent of Ernst & Young LLP, independent registered public accounting firm.                X
24.1    Power of Attorney (included on the signature page of this Form S-8).                X
99.1    Ethos Technologies Inc. 2016 Equity Incentive Plan, as amended, and related form agreements.    S-1    333- 290534    10.1    September 26, 2025   
99.2    Ethos Technologies Inc. 2026 Equity Incentive Plan.    S-1/A    333- 290534    10.2    January 20, 2026   
99.3    Ethos Technologies Inc. 2026 Employee Stock Purchase Plan.    S-1/A    333- 290534    10.3    January 20, 2026   
107    Filing Fee Table.                X

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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

  (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) 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 this 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.

 

  (4)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

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 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 San Francisco, State of California, on January 29, 2026.

 

ETHOS TECHNOLOGIES INC.
By:  

/s/ Peter Colis

  Peter Colis
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Peter Colis, Christopher Capozzi, and Porter Nolan, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.


Signature

  

Title

  

Date

/s/ Peter Colis

   Chief Executive Officer and Chair of the Board of Directors   
Peter Colis    (Principal Executive Officer)    January 29, 2026

/s/ Lingke Wang

     
Lingke Wang    President and Director    January 29, 2026

/s/ Christopher Capozzi

   Chief Financial Officer   
Christopher Capozzi    (Principal Financial Officer)    January 29, 2026

/s/ Brandt Kucharski

   Chief Accounting Officer   
Brandt Kucharski    (Principal Accounting Officer)    January 29, 2026

/s/ Roelof Botha

     
Roelof Botha    Director    January 29, 2026

/s/ Priscilla Hung

     
Priscilla Hung    Director    January 29, 2026

/s/ John Kunze

     
John Kunze    Director    January 29, 2026

/s/ Mark Mullin

     
Mark Mullin    Director    January 29, 2026

/s/ Nathan J. Niparko

     
Nathan J. Niparko    Director    January 29, 2026

/s/ Khozema Shipchandler

     
Khozema Shipchandler    Director    January 29, 2026

/s/ William J. Wheeler

     
William J. Wheeler    Director    January 29, 2026
EX-5.1

Exhibit 5.1

 

LOGO

Jon C. Avina

T: +1 650 843 5307

javina@cooley.com

January 29, 2026

Ethos Technologies Inc.

90 New Montgomery Street, Suite 1500

San Francisco, CA 94105

Ladies and Gentlemen:

We have acted as counsel to Ethos Technologies Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 20,262,327 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), consisting of (a) 977,231 shares of Common Stock issuable pursuant to the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”), (b) 17,985,096 shares of Common Stock issuable pursuant to the Company’s 2026 Equity Incentive Plan (the “2026 Plan”), and (c) 1,300,000 shares of the Common Stock issuable pursuant to the Company’s 2026 Employee Stock Purchase Plan (together with the 2016 Plan and the 2026 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each of which is to be in effective in connection with the closing of the Company’s underwritten public offering, (d) the Plans, and (e) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

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.

On the basis of the foregoing, in reliance thereon and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843-5000 f: +1 650 849 7400 cooley.com


LOGO

January 29, 2026

Page Two

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely,
Cooley LLP
By:  

/s/ Jon C. Avina

  Jon C. Avina

 

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843-5000 f: +1 650 849 7400 cooley.com

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Equity Incentive Plan, 2026 Equity Incentive Plan, and 2026 Employee Stock Purchase Plan of Ethos Technologies Inc. of our report dated June 11, 2025, except for the effects of the reverse stock split as described in Note 17, as to which the date is September 26, 2025, with respect to the consolidated financial statements of Ethos Technologies Inc. included in the Registration Statement (Form S-1 No. 333-290534) filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP
San Francisco, California
January 29, 2026
EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001788451 Ethos Technologies Inc. N/A Fees to be Paid Fees to be Paid Fees to be Paid 0001788451 2026-01-28 2026-01-28 0001788451 1 2026-01-28 2026-01-28 0001788451 2 2026-01-28 2026-01-28 0001788451 3 2026-01-28 2026-01-28 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Ethos Technologies Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A common stock, par value $0.0001 per share, Ethos Technologies Inc. 2026 Equity Incentive Plan Other 17,985,096 $ 19.00 $ 341,716,824.00 0.0001381 $ 47,191.10
2 Equity Class A common stock, par value $0.0001 per share, Ethos Technologies Inc. 2026 Employee Stock Purchase Plan Other 1,300,000 $ 16.15 $ 20,995,000.00 0.0001381 $ 2,899.41
3 Equity Class A common stock, par value $0.0001 per share, Ethos Technologies Inc. 2016 Equity Incentive Plan Other 977,231 $ 3.24 $ 3,166,228.44 0.0001381 $ 437.26

Total Offering Amounts:

$ 365,878,052.44

$ 50,527.77

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 50,527.77

Offering Note

1

1.a. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of common stock. 1.b. Represents (i) shares of Class A common stock reserved for future issuance pursuant to stock options, restricted stock units ("RSUs"), and other awards under the Registrant's 2026 Equity Incentive Plan (the "2026 Plan") and (ii) additional shares of Class A common stock that will become available for future issuance pursuant to equity awards under the 2026 Plan to the extent that RSUs outstanding under the Registrant's 2016 Equity Incentive Plan, as amended (the "2016 Plan") immediately prior to the filing of this Registration Statement expire, terminate prior to settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation. See footnote 3.a. 1.c. The number of shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each fiscal year for a period of ten years, commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding fiscal year; provided, however that the Registrant's board of directors (or its designee) may act prior to January 1 of a given fiscal year to provide that the increase for such year will be a lesser number of shares of Class A common stock. 1.d. Proposed maximum offering price per unit estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $19.00 per share of Class A common stock pursuant to the Registrant's Registration Statement on Form S-1 (File No. 333-290534), which was declared effective on January 28, 2026.

2

See note 1.a. above. 2.a. Represents shares of Class A common stock reserved for future issuance under the Registrant's 2026 Employee Stock Purchase Plan (the "ESPP"). The number of shares reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of ten years, commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding fiscal year, and (ii) 2,600,000 shares of Class A common stock. Notwithstanding the foregoing, the Registrant's board of directors (or its designee) may act prior to the first day of any fiscal year to provide that there will be no January 1 increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of Class A common stock than would otherwise occur pursuant to the preceding sentence. 2.b. Proposed maximum offering price per unit estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per unit is based upon $16.15, which is the initial public offering price per share of Class A common stock pursuant to the Registrant's Registration Statement on Form S-1 (File No. 333-290534), which was declared effective on January 28, 2026, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.

3

See note 1.a. above. 3.a. Represents shares of Class A common stock issuable pursuant to stock options outstanding under the 2016 Plan immediately prior to the filing of this Registration Statement. The 2016 Plan has been terminated, and no further equity awards will be made pursuant to the 2016 Plan. The shares of Class A common stock reserved for issuance pursuant to such stock options will become available for issuance under the 2026 Plan to the extent any such shares (i) are not issued because such stock option or any portion thereof expires or otherwise terminates without all of the shares covered by such stock option having been issued, (ii) are not issued because such stock option or any portion thereof is settled in cash, (iii) are forfeited back to or repurchased by the Registrant because of the failure to meet a contingency or condition required for the vesting of such shares, (iv) are withheld or reacquired to satisfy the exercise, strike, or purchase price, or (v) are withheld or reacquired to satisfy a tax withholding obligation. See footnote 1.b. above. 3.b. Proposed maximum offering price per unit estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per unit is based upon $3.24 per share, which is the weighted-average exercise price of the stock options outstanding under the 2016 Plan.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A