EX-FILING FEES
Published on January 16, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
QT IMAGING HOLDINGS, 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 |
|||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||
Fees to Be Paid |
Equity | Common Stock | Other |
4,383,558(1)
|
$0.4350(4)
|
$ | 1,906,847.73 | 0.00015310 | $ | 291.94 | ||||||||||||||||
Fees to Be Paid |
Equity | Common Stock | Other |
40,000(2)
|
$0.4350(4)
|
$ | 17,400.00 | 0.00015310 | $ | 2.66 | ||||||||||||||||
Fees to Be Paid |
Equity | Common Stock underlying warrants | Other |
4,383,558(3)
|
$0.672(5)
|
$ | 2,945,750.98 | 0.00015310 | $ | 450.99 | ||||||||||||||||
Total Offering Amounts |
$ | 4,869,998.71 | $ | 745.59 | ||||||||||||||||||||||
Total Fees Previously Paid |
$ | — | ||||||||||||||||||||||||
Total Fee Offsets |
$ | — | ||||||||||||||||||||||||
Net Fee Due |
$ | 745.59 |
(1) | Consists of 4,383,558 shares of Common Stock (the “PIPE Shares”) that have been issued to certain Selling Stockholders who are “Purchasers” under a Securities Purchase Agreement, dated November 12, 2024 (the “Securities Purchase Agreement”). |
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(2) | Includes 40,000 shares of Common Stock (the “ICR Shares”) issued on December 13, 2024 to Interest Solutions, LLC, an affiliate of ICR, LLC, as partial payment for consulting services provided by ICR to our predecessor, GigCapital5 Inc., pursuant to the terms of a Payment Agreement Regarding Consulting Services, dated as of October 9, 2024. |
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(3) | Includes 4,383,558 shares of Common Stock (the “PIPE Warrant Shares”) that are issuable upon the exercise of 4,383,558 warrants (the “PIPE Warrants”), issued to the Purchasers under the Securities Purchase Agreement, each exercisable for one share of Common Stock at a price of $0.672 per warrant. |
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(4) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock on The Nasdaq Stock Market LLC on January 10, 2024 ($0.4350 per share of Common Stock). This calculation is in accordance with Rule 457(c). |
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(5) | Based on the adjusted exercise price pursuant to the Securities Purchase Agreement. |
Table 2: Fee Offset Claims and Sources
Registrant
or Filer
Name
|
Form
or
Filing
Type
|
File
Number
|
Initial
Filing
Date
|
Filing
Date
|
Fee
Offset Claimed
|
Security
Type
Associated
with Fee
Offset
Claimed
|
Security
Title
Associated
with Fee
Offset
Claimed
|
Unsold
Securities
Associated
with Fee
Offset
Claimed
|
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
|
Fee Paid
with Fee
Offset
Source
|
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Rules 457(b) and 0-11(a)(2) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims |
|||||||||||||||||||||||||||||||||||
Fee Offset Sources |
|||||||||||||||||||||||||||||||||||
Rule 457(p) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims |
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Fee Offset Sources |