EX-FILING FEES 35 d280401dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibt 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Intrinsic Medicine, 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
 

Fees to

Be

Paid

   Equity    Common Stock,
$0.0001 par value
per share(1)
  457(o)(2)        $ 28,750,000 (3)      0.0000927      $ 2,665.13  

Fees to

Be

Paid

   Equity    Warrant to
purchase Common
Stock to be issued
to the
Representative(4)
  457(g)                        

Fees to

Be

Paid

   Equity    Common Stock
issuable upon
exercise of the
Warrant to
purchase Common
Stock to be issued
to the
Representative(1)
  Other(5)        $ 1,796,875 (6)      0.0000927      $ 166.57  

Fees to

Be

Paid

   Equity    Placement Agent
Warrant to
purchase Common
Stock(7)
  457(g)                        

Fees to

Be

Paid

   Equity    Common stock
issuable upon
exercise of
Placement Agent
Warrant(1)
  Other(5)        $ 753,645 (8)      0.0000927      $ 69.86  

Fees to

Be

Paid

   Equity    Common stock
issuable upon
conversion of the
Bridge Notes held
by Selling
Stockholders(1)
  457(o)(2)        $ 9,519,650 (9)      0.0000927      $ 882.47  

Fees to

Be

Paid

   Equity    Common stock
issuable upon
exercise of the
Bridge Warrants
issued to the
Selling
Stockholders(1)
  457(o)(2)        $ 3,265,794 (10)      0.0000927      $ 302.74  

Fees to

Be

Paid

   Equity    Common Stock,
$0.0001 par value
per share, issuable
to a Selling
Stockholder(1)
  457(o)(2)        $ 1,400,000 (11)      0.0000927      $ 129.78  

Fees to

Be

Paid

   Equity    Common stock
issuable upon
exercise of a
warrant to
purchase common
stock issued to a
Selling
Stockholder(1)
  457(o)(2)        $ 1,400,000 (12)      0.0000927      $ 129.78  
     Total Offering Amounts        $ 46,885,964          $ 4,346.33  
     Total Fees Previously Paid                         $ 0  
     Total Fee Offsets                         $ 0  
     Net Fee Due                         $ 4,346.33  
(1)

Pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional shares of common stock as may be issued or issuable because of stock splits, stock dividends and similar transactions.

 

(2)

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

 

(3)

Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any.

 

(4)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(g) of the Securities Act. In connection with the sale and issuance by the Registrant of the common stock registered hereby, the Registrant has agreed to issue to the representative of the several underwriters, or the Representative, a warrant to purchase shares of common stock. In accordance with Rule 457(g) of the Securities Act, because the shares of the Registrant’s common stock underlying such warrant are registered hereby, no separate registration fee is required.

 

(5)

Determined in accordance with Rule 457(i) of the Securities Act.

 

(6)

The warrant to purchase common stock to be issued to the Representative is exercisable for a number of shares of common stock equal to 5.0% of the number of shares of common stock to be issued and sold by the Registrant in this offering, at an exercise price per share equal to 125% of the initial public offering price.

 

(7)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(g) of the Securities Act. Represents an outstanding placement agent warrant to purchase common stock previously issued by the Registrant to the Representative, who served as placement agent in connection with the issuance and sale of certain of the Registrant’s securities. In accordance with Rule 457(g) of the Securities Act, because the shares of the Registrant’s common stock underlying such warrant are registered hereby, no separate registration fee is required.

 

(8)

The Placement Agent Warrant is exercisable for a number of shares of common stock equal to 5.0% of the number of shares of common stock registered hereby with respect to the Bridge Notes and Bridge Warrants, at a per share exercise price equal to 125% of the initial public offering price. Estimated based on 5.0% of the amount to be registered in connection with the conversion of the Bridge Notes (assuming full conversion of the principal and interest outstanding under the Bridge Notes on the closing date of this offering) and exercise of the Bridge Warrants (as estimated per (10) below) multiplied by 125% to reflect an exercise price equal to 125% of the initial public offering price.

 

(9)

Estimated based on the aggregate value of the principal amount outstanding under the Bridge Notes plus accrued interest through December 31, 2023, the maturity date of the Bridge Notes, which is the latest date upon which the Bridge Notes are convertible into shares of common stock.

 

(10)

Estimated pursuant to the terms of the Bridge Warrants, which provides that the Bridge Warrants are exercisable for shares equal to 50% of the number of shares issuable upon conversion of the Bridge Notes assuming full conversion of the principal and interest outstanding under the Bridge Notes on the closing date of this offering at aper share exercise price equal to 81.25% of the initial public offering price. Based on the foregoing, the amount reflects the estimated aggregate principal and accrued interest multiplied by 50%, which is further multiplied by 81.25% to reflect the per share exercise price equal to 81.25% of the initial public offering price.

 

(11)

Represents up to a maximum aggregate value of $1,400,000 of shares of common stock issuable prior to the closing of this offering pursuant to a consulting agreement with a certain selling stockholder.

 

(12)

Includes the estimated aggregate value of the shares of common stock issuable upon exercise of the SOSV Warrant at an exercise price of 81.25% of the initial public offering price.