Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Everspin Technologies, 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(1) |
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 | Common Stock, $0.0001 par value per share | Rule 457(o) | (2) | (3) | (3) | - | - | ||||
| Equity | Preferred Stock, $0.0001 par value per share | Rule 457(o) | (2) | (3) | (3) | - | - | |||||
| Debt | Debt Securities | Rule 457(o) | (2) | (3) | (3) | - | - | |||||
| Other | Warrants | Rule 457(o) | (2) | (3) | (3) | - | - | |||||
| Unallocated (Universal) Shelf | - | Rule 457(o) | (2) | (3) | $100,000,000(3) | 0.0001476 | $14,760(4) | |||||
| Fees Previously Paid | - | - | - | - | - | - | - | |||||
| Total Offering Amounts | $100,000,000 | $14,760 | ||||||||||
| Total Fees Previously Paid | $0 | |||||||||||
| Total Fee Offsets | $10,910 | |||||||||||
| Net Fee Due | $3,850 | |||||||||||
| (1) | Pursuant to Rule 416 under 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. |
| (2) | There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock and/or debt securities to be sold by the Registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or in combination with the other securities registered hereunder. The securities registered hereunder 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 antidilution provisions of any such securities. |
| (3) | 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 Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act. |
| (4) | The proposed maximum aggregate offering price has been calculated pursuant to Rule 457(o) under the Securities Act. |
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 | |
| Rule 457(p) | |||||||||||
| Fee Offset Claims | Everspin Technologies, Inc. | S-3 | 333-249891 | 11/06/2020 | - | $10,910(5) | Unallocated (Universal) Shelf | Common Stock, $0.0001 par value per share, Preferred Stock, $0.0001 par value per share, Debt Securities, Warrants | Common Stock, $0.0001 par value per share, Preferred Stock, $0.0001 par value per share, Debt Securities, Warrants | $100,000,000 | - |
| Fee Offset Sources | Everspin Technologies, Inc. | S-3 | 333-249891 | - | 11/06/2020 | - | - | - | - | - | $2,655.21 |
| Fee Offset Sources | Everspin Technologies, Inc. | S-3 | 333-221331 | - | 11/03/2017 | - | - | - | - | - | $8,254.79 |
| (5) | Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting its filing fee for this registration statement by $10,910, which represents the registration fee with respect to $100,000,000 of unsold securities from the Registrant’s prior registration statement on Form S-3 (File No. 333-249891), originally filed by the Registrant on November 6, 2020 and declared effective on November 16, 2020 (the “2020 Registration Statement”). In connection with the filing of the 2020 Registration Statement, the Registrant paid a filing fee of $2,655.21 associated with the offering of a portion of the unsold securities (based on the filing fee rate in effect at the time of the filing of the 2020 Registration Statement) and offset $8,254.79 with respect to $66,303,515 of unsold securities previously registered pursuant to the Registrant's prior registration statement on Form S-3 (File No. 333-221331), originally filed by the Registrant on November 3, 2017 and declared effective on November 13, 2017. As a result, $3,850 is being remitted herewith. |