EX-FILING FEES 5 tm259272d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

ELUTIA 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
(3)

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities
Fees to Be Paid Equity Class A Common Stock, par value $0.001 per share 457(o) (1) (2) (2) - - - - - -
  Equity Class B Common Stock, par value $0.001 per share 457(o) (1) (2) (2) - - - - - -
  Equity Preferred Stock 457(o) (1) (2) (2) - - - - - -
  Other Warrants 457(o) (1) (2) (2) - - - - - -
  Debt Debt Securities 457(o) (1) (2) (2) - - - - - -
  Other Units 457(o) (1) (2) (2) - - - - - -
  Unallocated (Universal) Shelf Unallocated (Universal) Shelf 457(o) (1) (2) $100,000,000(3) 0.0001531 $15,310 - - - -
Fees Previously Paid N/A N/A N/A N/A N/A N/A N/A N/A - - - -
Carry Forward Securities
Carry Forward Securities N/A N/A N/A N/A   N/A     N/A N/A N/A N/A
  Total Offering Amounts       $100,000,000        
  Total Fee Previously Paid       N/A        
  Total Fee Offsets       $1,018        
  Net Fee Due       $14,292        

 

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 Elutia Inc. Form S-3 333-267197 August 31, 2022 - $1,018 Unallocated (Universal Shelf)(4) Unallocated (Universal Shelf)(4) Unallocated (Universal Shelf)(4) $10,978,705 -
Fee Offset Sources Elutia Inc. Form S-3 333-267197 - August 31, 2022 - - - - - $1,018

 

(1)There are being registered under this registration statement such indeterminate number of common stock shares, preferred stock shares, debt securities, warrants and units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $100,000,000. The securities registered hereunder also include such indeterminate number of shares of common stock as may be issued upon conversion, exercise or exchange of debt securities or warrants that provide for such conversion into, exercise for or exchange into common stock. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the common stock being registered hereunder as a result of stock splits, stock dividends, or similar transactions. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $100,000,000 after the date hereof. Includes rights to acquire Class A common stock, Class B common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan.

 

 

 

 

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

 

(3)Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

 

(4)Pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting $1,018 of the fee associated with this registration statement from the fee previously paid by the registrant associated with the unsold securities registered under the registrant’s prior unallocated (universal) shelf registration statement on Form S-3 of its common stock, preferred stock, warrants, debt securities and units filed on August 31, 2022 (File No. 333-267197) (the “Prior Registration Statement”). The registrant registered $50,000,000 of securities under the Prior Registration Statement, paid a fee of $4,635 in connection with it and issued approximately $39,021,295 of securities thereunder. The registrant has terminated or completed any offering that included the unsold securities associated with the claimed offset under the Prior Registration Statement, and such unsold securities are immediately deemed deregistered upon the filing of this registration statement.