0001436229
EX-FILING FEES
0.0001531
0.0001531
0.0001531
0.0001531
0.0001531
0.0001531
0001436229
2025-07-29
2025-07-29
0001436229
1
2025-07-29
2025-07-29
0001436229
2
2025-07-29
2025-07-29
0001436229
3
2025-07-29
2025-07-29
0001436229
4
2025-07-29
2025-07-29
0001436229
5
2025-07-29
2025-07-29
0001436229
6
2025-07-29
2025-07-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-3
(Form
Type)
BTCS
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| |
Security
Type | |
Security
Class Title | |
Fee
Calculation 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, par value $0.001 per share | |
| 457 | (c) | |
| 3,001,442 | | |
$ | 5.4559 | (1) | |
$ | 16,375,567.41 | | |
$ | 153.10
per $1,000,000 | | |
$ | 2,507.10 | |
Fees
to Be Paid | |
Debt | |
Common
Stock (underlying notes) (2) | |
| 457 | (g) | |
| 1,334,679 | | |
$ | 5.85 | (3) | |
$ | 7,807,872.15 | | |
$ | 153.10
per $1,000,000 | | |
$ | 1,195.39 | |
Fees
to Be Paid | |
Debt | |
Common
Stock (underlying notes) (4) | |
| 457 | (g) | |
| 773,078 | | |
$ | 13.00 | (5) | |
$ | 10,050,014.00 | | |
$ | 153.10
per $1,000,000 | | |
$ | 1,538.66 | |
Fees
to Be Paid | |
Equity | |
Common
Stock (underlying warrants) (6) | |
| 457 | (g) | |
| 712,500 | | |
$ | 11.50 | (7) | |
$ | 8,193,750.00 | | |
$ | 153.10
per $1,000,000 | | |
$ | 1,254.46 | |
Fees
to Be Paid | |
Equity | |
Common
Stock (underlying warrants) (8) | |
| 457 | (g) | |
| 532,191 | | |
$ | 5.4559 | (9) | |
$ | 2,903,580.88 | | |
$ | 153.10
per $1,000,000 | | |
$ | 444.54 | |
Fees
to Be Paid | |
Equity | |
Common
Stock (underlying warrants) (10) | |
| 457 | (g) | |
| 879,375 | | |
$ | 8.00 | (11) | |
$ | 7,035,000.00 | | |
$ | 153.10
per $1,000,000 | | |
$ | 1,077.06 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Total
Offering Amounts | | |
| | | |
$ | 52,365,784.43 | | |
| | | |
$ | 8,017.20 | |
| |
Total
Fees Previously Paid | | |
| | | |
| | | |
| | | |
$ | 0 | |
| |
Total
Fee Offsets | | |
| | | |
| | | |
| | | |
$ | 0 | |
| |
Net
Fee Due | | |
| | | |
| | | |
| | | |
$ | 8,017.20 | |
(1)
Pursuant to Rule 457(c) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share of the common stock is estimated to be $5.4559, which is the average of the high and low closing sale
prices of the shares of common stock as of July 28, 2025, as reported on The Nasdaq Capital Market.
(2)
Represents shares of the Registrant’s common stock issuable upon conversion of convertible notes at a conversion price of $5.85
previously issued to the selling stockholders named in the Registration Statement. Assumes all interest which accrues on the convertible
notes is paid in shares of common stock.
(3)
Pursuant to Rule 457(g) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share of the common stock issuable upon conversion of convertible notes convertible at $5.85 per share, is
in each case estimated based upon the higher of (a) the conversion price of such notes, and (b) $5.4559, which is the average of the
high and low closing sale prices of the shares of common stock as of July 28, 2025, as reported on The Nasdaq Capital Market.
(4)
Represents shares of the Registrant’s common stock issuable upon conversion of convertible notes at a conversion price of $13.00
previously issued to the selling stockholders named in the Registration Statement. Assumes all interest which accrues on the convertible
notes is paid in shares of common stock.
(5)
Pursuant to Rule 457(g) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share of the common stock issuable upon conversion of convertible notes convertible at $13.00 per share, is
in each case estimated based upon the higher of (a) the conversion price of such notes, and (b) $5.4559, which is the average of the
high and low closing sale prices of the shares of common stock as of July 28, 2025, as reported on The Nasdaq Capital Market.
(6)
Represents shares of the Registrant’s common stock issuable upon exercise of warrants to purchase common stock previously issued
to the selling stockholders identified in the Registration Statement at an exercise price of $11.50.
(7)
Pursuant to Rule 457(g) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share of the common stock issuable upon exercise of the warrants exercisable at $11.50 per share, is in each
case estimated based upon the higher of (a) the exercise price of such warrants, and (b) $5.4559, which is the average of the high and
low closing sale prices of the shares of common stock as of July 28, 2025, as reported on The Nasdaq Capital Market.
(8)
Represents shares of the Registrant’s common stock issuable upon exercise of warrants to purchase common stock previously issued
to the selling stockholders identified in the Registration Statement at an exercise price of $2.75.
(9)
Pursuant to Rule 457(g) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share of the common stock issuable upon exercise of the warrants exercisable at $2.75 per share, is in each
case estimated based upon the higher of (a) the exercise price of such warrants, and (b) $5.4559, which is the average of the high and
low closing sale prices of the shares of common stock as of July 28, 2025, as reported on The Nasdaq Capital Market.
(10)
Represents shares of the Registrant’s common stock issuable upon exercise of warrants to purchase common stock previously issued
to the selling stockholders identified in the Registration Statement at an exercise price of $8.00.
(11)
Pursuant to Rule 457(g) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price per share of the common stock issuable upon exercise of the warrants exercisable at $8.00 per share, is in each
case estimated based upon the higher of (a) the exercise price of such warrants, and (b) $5.4559, which is the average of the high and
low closing sale prices of the shares of common stock as of July 28, 2025, as reported on The Nasdaq Capital Market.