Form: S-1

General form for registration of securities under the Securities Act of 1933

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”).
(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.
(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.
(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).
(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
Rules 457(b) and 0-11(a)(2)
Fee Offset
Claims
                     
Fee Offset
Sources
                     
Rule 457(p)
Fee Offset
Claims
Fee Offset
Sources