EX-FILING FEES 4 tivic_ex107.htm CALCULATION OF FILING FEE TABLES

Exhibit 107

CALCULATION OF FILING FEE TABLES

 

Form S-8

(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 (1)

    Proposed
Maximum
Offering
Price Per
Share
    Proposed
Maximum
Aggregate
Offering
Price
    Fee Rate     Amount of
Registration
Fee
 
Newly Registered Securities  

Fees to be

Paid

    Equity      

Common Stock,

$0.0001 par
value per
share

 

 
 
 

    Rule 457(h); Rule 457(c)       511,117(2)        $4.07(3)      $2,080,246.19         $0.00015310       $318.49  

Fees

Previously

Paid

                                                               
Carry Forward Securities  

Carry

Forward

Securities

                                                               
      Total Offering Amounts                               $318.49  
      Total Fees Previously Paid                               -  
      Total Fees Offsets                               $318.49  
      Net Fee Due                               $0.00 (4)

 

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Tivic Health Systems, Inc. (the “Company”) that become issuable under the Company’s Amended and Restated 2021 Equity Incentive Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction.

 

(2)Represents 511,117 shares of Common Stock issuable pursuant to Plan, which includes (i) 53,389 additional shares of Common Stock added to the Plan in connection with the amendment and restatement of the Plan on August 9, 2024; (ii) 286 shares, 284 shares, 4,312 shares, and 27,846 additional shares of Common Stock added to the Plan on January 1, 2022, January 1, 2023, January 1, 2024, and January 1, 2025, respectively, pursuant to the “evergreen” provision of the Plan; and (iii) 425,000 additional shares of Common Stock added to the Plan in connection with the amendment of the Plan on June 30, 2025.

 

(3)Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share is based upon the average of the high and low prices of the Company’s Common Stock, as reported on the Nasdaq Capital Market on July 18, 2025, a date within five business days prior to the filing of the Registration Statement.

 

(4)See Table 2.

 

 

 

 

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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       $318.49   Equity  

Common Stock,

$0.0001 par

value per

share

  (1)    (1)     
  Tivic Health Systems, Inc.  S-1  333-268010 (1)  October 26, 2022   $0.00 Equity

Common Stock

Underlying

Representative’s

Warrants

(1) (1)  
                       

Fee Offset

Source

  Tivic Health Systems, Inc.   S-1   333-268010 (1)        October 26, 2022                       $7,025.25

 

(1)On October 26, 2022, the Registrant filed a Registration Statement on Form S-1 (File No. 333-268010) (the “2022 S-1”) with the Securities and Exchange Commission (the “SEC”), which registered an aggregate principal amount of $63,750,000 of the Registrant’s common stock and representative warrants to purchase common stock, to be offered by the Registrant; the fee amount paid in connection with the 2022 S-1 was $7,025.25, as calculated in accordance with Rule 457 of the Securities Act. On February 1, 2023, the Registrant filed a fourth amendment to the 2022 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 2022 S-1 (as amended). The Registrant filed a new Registration Statement on Form S-1 with SEC on March 29, 2024 (the “2024 S-1”), followed by a first amendment to the 2024 S-1 on May 8, 2024, for which it offset $3,661.66 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,690.33 in remaining unused fees available to be applied to future filings of the Registrant. The Registrant filed a new Registration Statement on Form S-1 with SEC on May 9, 2025 (the “2025 S-1”), for which it offset $193.45 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,496.88 in remaining unused fees available to be applied to future filings of the Registrant. In accordance with Rule 457(p) under the Securities Act, the registrant is using $318.49 of the aforementioned unused filing fees previously paid by the Registrant in connection with its filing of the 2022 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 $2,178.39 remaining in unused filing fees available to be applied to future filings of the Registrant.

 

 

 

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