Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

 

(Form Type)

 

Vivani Medical, Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered

 

                                                 
    Security Type   Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered (1)
  Proposed
Maximum
Offering
Price Per
Unit (2)
  Maximum
Aggregate
Offering Price
  Fee Rate   Amount of
Registration
Fee
 

Carry
Forward

Form
Type 

 

Carry 

Forward 

File

Number

  Carry
Forward
Initial
Effective
Date
  Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
    Primary Offering of Securities:                                        

Fees to Be

Paid

  Equity  

Common
Stock,

par value
$0.0001
per share
(3)

  457(o)                          
    Equity   Preferred
Stock (4)
  457(o)                          
    Debt   Debt
Securities
(5)
  457(o)                          
    Other   Warrants
(6)
  457(o)                          
    Other   Units (7)   457(o)                          
   

Unallocated

(Universal)

Shelf

  (1)   457(o)   $300,000,000     $300,000,000   0.00014760   $44,280                

Fees

Previously

Paid

                           
    Total Offering Amounts       $300,000,000   0.00014760   $44,280                
    Total Fees Previously Paid                        
    Total Fee Offsets                        
    Net Fee Due               $44,280                

 

(1) The amount to be registered consists of up to $300,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.
(2) The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b of Item 16(b) of Form S-3 under the Securities Act of 1933, as amended.
(3) Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be. In the event of a stock split, stock dividend or recapitalization involving the common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.
(4) Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
(5) Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.
(6) Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
(7) Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.