|
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
|
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
|
||||||||||||
|
Fees to Be Paid
|
Equity
|
Class A common stock, par value $0.0001 per share
|
Rule 457(c)
|
10,000,000 (1)
|
$5.91 (2)
|
$59,100,000.00 (2)
|
0.00015310
|
$9,048.21 (3)
|
—
|
—
|
—
|
—
|
|
Fees Previously Paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Carry Forward Securities
|
||||||||||||
|
Carry Forward Securities
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Total Offering Amounts
|
—
|
$59,100,000.00
|
—
|
$9,048.21
|
—
|
—
|
—
|
—
|
||||
|
Total Fees Previously Paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
|
Total Fee Offsets
|
—
|
—
|
—
|
$9,048.21
|
—
|
—
|
—
|
—
|
||||
|
Net Fee Due
|
—
|
—
|
—
|
$0
|
—
|
—
|
—
|
—
|
||||
|
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 with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
|
|
Rule 457(p)
|
|||||||||||
|
Fee Offset Claims
|
Gaia, Inc.
|
S-3
S-3/A
|
333-255734
|
May 3, 2021
May 21, 2021
|
$9,048.21 (4)
|
Equity
|
(4)
|
(4)
|
(4)
|
||
|
Fee Offset Sources
|
Gaia, Inc.
|
S-3
S-3/A
|
333-255734
|
May 3, 2021
May 21, 2021
|
$11,499.14 (4)
|
||||||
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Class A common stock being registered hereunder shall include any additional shares that may become issuable as a result of any stock split,
stock dividend, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of Gaia, Inc.’s outstanding Class A common stock.
|
|
|
(2)
|
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on a per share price of $5.91, the average of the high and low sales price of the Registrant’s Class A
common stock as reported on the NASDAQ Global Market on December 6, 2024.
|
|
|
(3)
|
Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.00015310 and the proposed maximum aggregate offering price.
|
|
|
(4)
|
The Registrant previously paid a filing fee of $11,499.14 in connection with the registration of up to 10,000,000 shares of Class A common stock that were previously registered under the Registrant’s registration statement on Form S-3
(File No. 333-255734) filed on May 3, 2021, as amended on May 21, 2021 (the “2021 Registration Statement”), of which 8,145,000 shares of Class A common stock remain unsold. Pursuant to Rule 457(p), the filing fee of $9,366.05 in connection
with such $85,848,300.00 of shares of Class A common stock may be offset against the total filing fee due for this registration statement. Pursuant to Rule 457(p), the offering of such 8,145,000 shares of unsold Class A common stock under the
2021 Registration Statement will be deemed terminated as of the time of the filing of this registration statement.
|