EXHIBIT 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
TSS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type |
| Security Class Title |
| Fee Calculation or Carry Forward Rule |
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| Amount Registered |
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| Proposed Maximum Offering Price Per Share |
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| Maximum Aggregate Offering Price |
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| Fee Rate |
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| Amount of Registration Fee |
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| Carry Forward Form Type |
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| Carry Forward File Number |
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| Carry Forward Initial effective date |
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| Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
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| Newly Registered Securities |
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| Fees previously paid |
| Equity |
| Common Stock, par value $0.0001 per share |
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| 457(o) | (1) | (2) | – | – | – |
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| Equity |
| Preferred Stock, par value $0.001 per share |
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| 457(o) | (1) | (2) | – | – | – |
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| Other |
| Warrants |
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| 457(o) | (1) | (2) | – | – | – |
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| Other |
| Units |
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| 457(o) | (1) | (2) | – | – | – |
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| Unallocated (Universal) Shelf |
| – |
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| 457(o) | $ | 150,000,000 | – | $ | 150,000,000 | $ | 0.00015310 | $ | 22,965(3) |
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| Total Offering Amounts |
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| $ | 150,000,000 |
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| $ | 0.00015310 |
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| $ | 22,965 |
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| Total Fees Previously Paid |
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| Total Fee Offsets |
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| Net Fee Due |
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| $ | 22,965 |
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| (1) | There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants or units, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
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| (2) | The proposed maximum aggregate offering price per class of 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 Item 16(b) of Form S-3 under the Securities Act. |
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| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |