EX-FILING FEES 9 d280401dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 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
Share
   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(a)    4,791,667(2)   $7.00    $33,541,669.00   0.0000927   $3,109.32
Fees to Be

Paid

  Equity    Warrant to purchase
Common Stock to be
issued to the
Representative(3)
   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)
   457(a)    1,072,302(4)   $1.70    $1,822,913.40   0.0000927   $168.98
Fees to Be
Paid
  Equity    Common stock
issuable upon
exercise of
Placement Agent
Warrant(1)
   457(a)    683,430(5)   $1.70    $1,161,831.00   0.0000927   $107.70
Fees to Be

Paid

  Equity    Common stock
issuable upon
conversion of the
Bridge Notes held by
Selling
Stockholders(1)
   457(a)    8,656,508(6)   $1.105    $9,565,441.34   0.0000927   $886.72
Fees to Be

Paid

  Equity    Common stock
issuable upon
exercise of the
Bridge Warrants
issued to the Selling
Stockholders(1)
   457(a)    2,961,545(7)   $1.70    $5,034,626.50   0.0000927   $466.71
Fees to Be

Paid

  Equity    Common Stock,
$0.0001 par value
per share, issuable to
a Selling
Stockholder(1)
   457(a)    280,000(8)   $5.00    $1,400,000.00   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(a)    1,276,512(9)   $1.70    $2,170,070.40   0.0000927   $201.17
    Total Offering Amounts                $5,070.38
    Total Fees Previously Paid                $4,346.33
    Total Fee Offsets                $724.05
    Net Fee Due                $724.05

 

(1)

Pursuant to Rule 416 under the Securities Act of 1993, as amended, or 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)

Includes 625,000 shares that the underwriters have the option to purchase.

 

(3)

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.


(4)

The warrant to purchase common stock to be issued to the Representative is exercisable for 5.0% of the shares sold by the Registrant in this offering. The number of shares being registered by the Registrant is the maximum number of shares of common stock issuable under this warrant, giving effect to the full-ratchet anti-dilution rights of the warrant and an exercise price of $1.70 per share.

 

(5)

We issued the Placement Agent Warrant to Representative that is exercisable for 5.0% of the number of shares of common stock issuable under the Bridge Notes (assuming full conversion of the Bridge Notes in connection with the closing of this offering at 65.0% of the midpoint of the price range set forth on the cover page of the prospectus of the registration statement that this exhibit is filed as a part) and Bridge Warrants), at a per share exercise price equal to 125.0% of the initial offering price per share of common stock. The number of shares being registered by the Registrant is the maximum number of shares of common stock issuable under the Placement Agent Warrant, giving effect to the full-ratchet anti-dilution rights of the warrant and an exercise price of $1.70 per share.

 

(6)

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, divided by $1.105 per share, the minimum conversion price of the Bridge Notes.

 

(7)

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 a per share exercise price equal to 81.25% of the initial public offering price. The number of shares being registered by the Registrant is the maximum number of shares of common stock issuable under the Bridge Warrants, giving effect to the full-ratchet anti-dilution rights of the warrant and an exercise price of $1.70 per share.

 

(8)

Represents the maximum number of shares of common stock issuable by the Registrant pursuant to a consulting agreement with a certain selling stockholder. In no event will the number of shares issued exceed $1.4 million in aggregate offering price based on the initial public offering price.

 

(9)

The number of shares represents the maximum number of shares of common stock issuable, giving effect to the full-ratchet anti-dilution rights of the warrants and an exercise price of $1.70 per share.