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 (1)

     Proposed
Maximum
Offering
Price Per
Share (2)		     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(c)     8,438,949     $4.03     $34,008,964.47     $0.00015310     $5,206.77  

Fees

Previously

Paid

                                                
Carry Forward Securities  

Carry

Forward

Securities

                                                
    Total Offering Amounts                       $5,206.77  
    Total Fees Previously Paid                       -  
    Total Fees Offsets                       -  
    Net Fee Due                       $5,206.77  

 

(1)Represents the shares of common stock, par value $0.0001 per share (“Common Stock”), of Tivic Health Systems, Inc. (the “Registrant”) that may be offered for resale by the selling stockholder pursuant to the prospectus contained in the Registration Statement on Form S-1 (the “Registration Statement”) to which this exhibit is attached. The Registration Statement registers an aggregate of 8,438,949 shares of Common Stock, which consists of (i) up to 6,491,499 shares of Common Stock issuable upon conversion of shares of Series B Non-Voting Convertible Preferred Stock (“Series B Preferred”) of the Company to be issued to the selling stockholder in a series of six tranches pursuant to that Securities Purchase Agreement entered into by and between the Company and the selling stockholder on April 29, 2025 (the “Purchase Agreement”); and (ii) up to 1,947,450 shares of Common Stock issuable to the selling stockholder upon exercise of certain warrants to purchase common stock to be issued together with the shares of Series B Preferred to the selling stockholder pursuant to the Purchase Agreement. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall also cover any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
  
(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices for the Common Stock, as reported on the Nasdaq Capital Market on June 5, 2025, a date within five business days prior to the filing of the Registration Statement.