EX-FILING FEES 3 d803187dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1 (Form Type)

Tivic Health Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                 
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering

Price Per

Unit

 

Proposed

Maximum

Aggregate

Offering

Price(1)

 

Fee

Rate

 

Amount of

Registration

Fee

 
Newly Registered Securities
                 

Fees to be

Paid

  Equity  

Common Stock,

$0.0001 par

value per

share(2)(3)

  Rule 457(o)       $7,000,000   $0.00014760   $1,033.20
                 
    Equity  

Common Stock

Warrants(4)

  Rule 457(g)       —    $0.00014760   — 
                 
    Equity  

Common Stock

Underlying Common

Stock

Warrants(2)(5)(6)

  Rule 457(o)       $7,000,000   $0.00014760   $1,033.20
                 
    Equity  

Pre-Funded

Warrants(3)(4)(7)

  Rule 457(g)       —    $0.00014760   — 
                 
    Equity  

Common Stock

Underlying Pre-

Funded

Warrants(2)(8)

  Rule 457(o)       —    $0.00014760   — 
                 
    Equity  

Placement Agent

Warrants (4) (10)

        —    $0.00014760    
                 
    Equity  

Common Stock

Underlying

Placement Agent

Warrants (9)

        $308,000   $0.00014760   $45.46
                 

Fees

Previously

Paid

                 
 
Carry Forward Securities
                 

Carry

Forward

Securities

                 
           
    Total Offering Amounts     $14,308,000   $0.00014760   $2,111.86
           
    Total Fees Previously Paid         — 
           
    Total Fees Offsets         $2,111.86(11)
           
    Net Fee Due               $0.00

 

(1) 

Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2) 

Pursuant to Rule 416 under the Securities Act, the shares registered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, distributions, recapitalizations or other similar transactions.

(3) 

The proposed maximum aggregate offering price of the common stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $7,000,000.


(4) 

No fee required pursuant to Rule 457(g) under the Securities Act.

(5)

Represents shares of common stock issuable upon exercise of the common stock warrants.

(6)

As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act and based on an assumed per-share exercise price for the common stock warrants of 100% of the combined public offering price of the common stock and common stock warrants; the proposed maximum aggregate offering price of the common stock and pre-funded warrants is $7,000,000.

(7)

The registrant may issue pre-funded warrants to purchase common shares in the offering. The purchase price of each pre-funded warrant will equal the price per share at which shares of common stock are being sold to the public in this offering, minus $0.0001, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant will equal $0.0001 per share (subject to adjustment as provided for therein).

(8) 

Represents shares of common stock issuable upon exercise of the pre-funded warrants.

(9) 

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The placement agent warrants are exercisable at a per share exercise price equal to 110% of the combined public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the placement agent warrants is $308,000, which is equal to 110% of $280,000 (which is 4% of $7,000,000).

(10) 

Represents shares of common stock issuable upon exercise of the placement agent warrants.

(11)

See Table 2.

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

 
Rules 457(b) and 0-11(a)(2)
                       

Fee Offset

Claims

                       
                       

Fee Offset

Sources

                       
 
Rule 457(p)
                       

Fee Offset

Claims

  Tivic Health Systems, Inc.   S-1   333-268010 (1)   October 26, 2022     $2,111.86   Equity  

Common Stock,

$0.0001 par

value per

share

  (1)   (1)    
                       
    Tivic Health Systems, Inc.   S-1   333-268010 (1)   October 26, 2022     $2,111.86   Equity  

Common Stock

Underlying

Representative’s

Warrants

  (1)   (1)    
                       

Fee Offset

Source

  Tivic Health Systems, Inc.   S-1   333-268010 (1)       October 26, 2022                       $6,612.00

 

(1)

On October 26, 2022, the Tivic Health Systems, Inc. (the “Registrant”) filed a Registration Statement on Form S-1 (File No. 333-268010) (the “S-1”), which registered an aggregate principal amount of $63,750,000 of the Registrant’s common stock and representative warrants to purchase common stock (the “Initial Offering”), to be offered by the Registrant. On March 31, 2022, the Registrant filed a fourth amendment to the S-1, pursuant to which it registered only an aggregate amount of $6,109,375 in value of the Registrant’s securities that were sold (the “Final Offering”); the fee amount attributable to such sale of securities in the Final Offering was $673.26, as calculated in accordance with Rule 457 of the Securities Act. As a result, after the Final Offering, which has been completed as of the date hereof, the Registrant had $6,351.99 in unused filing fees previously paid by the Registrant in connection with its filing of the S-1 (as amended). In accordance with Rule 457(p) under the Securities Act, the registrant is using $2,111.86 of the aforementioned unused filing fees previously paid by the Registrant in connection with its filing of the S-1 (as amended) to offset the entirety of the filing fee payable in connection with this registration statement, and as a result of such offset, the Registrant will have $4,240.13 remaining in unused filing fees to be applied to future filings of the Registrant.