EX-FILING FEES 6 d33406dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM S-3

(Form Type)

Neuronetics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                 
    

Security

Type

  Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
  Maximum
Aggregate
Offering Price
  Fee
 Rate 
  Amount of
Registration
Fee
 
Newly Registered Securities
                 
Fees to Be Paid   Equity   Common Stock   Rule 457(o)   (1)   (2)   (2)     (3)
                 
    Equity   Preferred Stock   Rule 457(o)   (1)   (2)   (2)     (3)
                 
    Debt   Debt Securities   Rule 457(o)   (1)   (2)   (2)     (3)
                 
    Other   Warrants   Rule 457(o)   (1)   (2)   (2)     (3)
                 
    Unallocated (Universal) Shelf     Rule 457(o)            
                 
Fees Previously Paid                
                 
    Total Offering Amounts            $250,000,000(1)(4)     $38,275(3)
                 
    Total Fees Previously Paid               
                 
    Total Fee Offsets                $6,824(4)
                 
    Net Fee Due                            $31,451(3)

 

(1)

There are being registered hereunder such indeterminate number of shares of common stock and preferred stock and such indeterminate number of warrants to purchase common stock or preferred stock as shall have an aggregate initial offering price not to exceed $250,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $250,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The $250,000,000 of securities registered hereunder includes $50,000,000 shares of common stock that may be offered, issued, and sold pursuant to that certain “at-the-market offering” equity distribution agreement by and between the registrant and Canaccord Genuity LLC. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of any stock split, stock dividend, recapitalization or similar transaction.

(2)

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 Item 16(b) of Form S-3 under the Securities Act.


(3)

Estimated solely for purposes of calculating the registration fee under Rule 457(o) under the Securities Act. No separate consideration will be received for shares of common stock issued upon conversion of debt securities or preferred stock or upon exercise of warrants registered hereunder.

(4)

On November 9, 2022, we filed a registration statement on Form S-3, declared effective on November 14, 2022 (File No. 333-266617) (the “2022 Registration Statement”), registering the issuance of up to $125,000,000 of common stock, preferred stock, debt securities, warrants and units (the “2022 Securities”). A filing fee of $8,039 with respect to an aggregate of $125,000,000 of the 2022 Securities was paid in connection with the filing of the 2022 Registration Statement. Pursuant to the 2022 Registration Statement, the registrant brought down a total of $18,893,000 of the 2022 Securities, which equates to an associated registration fee of $ 1,215.05. Accordingly, the unused registration fee paid in connection with the 2022 Registration Statement and the 2022 Securities is $6,824.

Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the $250,000,000 of securities being registered hereby in the amount of $38,275 is offset by $6,824 in registration fees previously paid by the registrant with respect to the 2022 Securities that were registered but not issued pursuant to the 2022 Registration Statement. Concurrently with the filing of this registration statement, any offering of the unsold 2022 Securities pursuant to the 2022 Registration Statement is hereby terminated.


Table 2: Fee Offset Claims and Sources

 

                       
    

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   Neuronetics, Inc.   S-3   333-266617   11/09/2022       $6,824   Unallocated (Universal) Shelf     106,107,000        

 

(1)

See Note (4) under Table 1 above.