Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
ELUTIA 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 |
Fee Rate | Amount
of Registration Fee(3) |
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 $0.001 per share | 457(o) | (1) | (2) | (2) | - | - | - | - | - | - |
| Equity | Class B Common Stock, par value $0.001 per share | 457(o) | (1) | (2) | (2) | - | - | - | - | - | - | |
| Equity | Preferred Stock | 457(o) | (1) | (2) | (2) | - | - | - | - | - | - | |
| Other | Warrants | 457(o) | (1) | (2) | (2) | - | - | - | - | - | - | |
| Debt | Debt Securities | 457(o) | (1) | (2) | (2) | - | - | - | - | - | - | |
| Other | Units | 457(o) | (1) | (2) | (2) | - | - | - | - | - | - | |
| Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | (1) | (2) | $100,000,000(3) | 0.0001531 | $15,310 | - | - | - | - | |
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | - | - | - | - |
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||
| Total Offering Amounts | $100,000,000 | |||||||||||
| Total Fee Previously Paid | N/A | |||||||||||
| Total Fee Offsets | $1,018 | |||||||||||
| Net Fee Due | $14,292 | |||||||||||
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 | Elutia Inc. | Form S-3 | 333-267197 | August 31, 2022 | - | $1,018 | Unallocated (Universal Shelf)(4) | Unallocated (Universal Shelf)(4) | Unallocated (Universal Shelf)(4) | $10,978,705 | - |
| Fee Offset Sources | Elutia Inc. | Form S-3 | 333-267197 | - | August 31, 2022 | - | - | - | - | - | $1,018 |
| (1) | There are being registered under this registration statement such indeterminate number of common stock shares, preferred stock shares, debt securities, warrants and units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $100,000,000. The securities registered hereunder also include such indeterminate number of shares of common stock as may be issued upon conversion, exercise or exchange of debt securities or warrants that provide for such conversion into, exercise for or exchange into common stock. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the common stock being registered hereunder as a result of stock splits, stock dividends, or similar transactions. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $100,000,000 after the date hereof. Includes rights to acquire Class A common stock, Class B common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
| (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. |
| (3) | Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. |
| (4) | Pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting $1,018 of the fee associated with this registration statement from the fee previously paid by the registrant associated with the unsold securities registered under the registrant’s prior unallocated (universal) shelf registration statement on Form S-3 of its common stock, preferred stock, warrants, debt securities and units filed on August 31, 2022 (File No. 333-267197) (the “Prior Registration Statement”). The registrant registered $50,000,000 of securities under the Prior Registration Statement, paid a fee of $4,635 in connection with it and issued approximately $39,021,295 of securities thereunder. The registrant has terminated or completed any offering that included the unsold securities associated with the claimed offset under the Prior Registration Statement, and such unsold securities are immediately deemed deregistered upon the filing of this registration statement. |