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S-3 EX-FILING FEES 0001787740 true false N/A 0001787740 1 2025-10-16 2025-10-16 0001787740 1 2025-10-16 2025-10-16 0001787740 2 2025-10-16 2025-10-16 0001787740 2025-10-16 2025-10-16 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-3

Tivic Health Systems, Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
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, $0.0001 par value per share   (1)   Other   1,580,437   $ 2.91   $ 4,599,071.67   0.0001381   $ 635.13
                                           
Total Offering Amounts:   $ 4,599,071.67         635.13
Total Fees Previously Paid:                
Total Fee Offsets:               635.13
Net Fee Due:             $ 0.00

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Offering Note(s)

(1) Represents the shares of common stock, par value $0.0001 per share (“Common Stock”), of Tivic Health Systems, Inc. (the “Registrant”) that will be offered for resale by the selling stockholders pursuant to the prospectus contained in the Registration Statement on Form S-3 (the “Registration Statement”) to which this exhibit is attached. The Registration Statement registers an aggregate of 1,580,437 shares of Common Stock, which consists of (i) up to 1,352,395 shares of common stock issuable upon conversion of shares of the Registrant’s Series B Non-Voting Convertible Preferred Stock (“Series B Preferred”) issued to a selling stockholder in the Fourth Tranche (as defined therein) pursuant to that Securities Purchase Agreement the Registrant entered into with such selling stockholder on April 29, 2025 (the “Purchase Agreement”); (ii) up to 195,793 shares of common stock issuable to a selling stockholder upon exercise of certain warrants to purchase common stock issued to such selling stockholder in the Fourth Tranche, together with the shares of Series B Preferred, pursuant to the Purchase Agreement; and (iii) up to 32,249 shares of Common Stock issuable upon exercise of warrants to purchase common stock issued to the designees of the Registrant’s placement agent in connection with the Fourth Tranche (in each case, as defined in the Purchase Agreement). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall also cover any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

The offering price per share and aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price used to determine the amount of the registration fee are based upon the average of the high and low prices for the Registrant’s Common Stock, as reported on the Nasdaq Capital Market on October 10, 2025, a date within five business days prior to the filing of the Registration Statement.

Table 2: Fee Offset Claims and Sources

                                                         
Line Item Type   Registrant or Filer Name   Notes   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   Tivic Health Systems, Inc.    (1)   S-1   333-287853   06/06/2025       $ 635.13   Equity   Common Stock, $0.0001 par value per share     7,836,704   $ 31,557,827.30   $  
Fee Offset Sources   Tivic Health Systems, Inc.    (2)   S-1   333-287853       06/06/2025                               5,206.77
                                                         

__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(1) See Note (2) below.

Offset Note(s):

(2) On June 6, 2025, the Registrant filed a Registration Statement on Form S-1 (File No. 333-287853) (the “Initial Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which provided for the registration of an aggregate amount of $34,008,964.47 of the Registrant’s Common Stock for resale by the selling stockholder identified in the Initial Registration Statement; the fee amount paid in connection with the Initial Registration Statement was $5,206.77, as calculated in accordance with Rule 457(c) of the Securities Act. On July 25, 2025, the Registrant filed a pre-effective Amendment No. 1 to the Initial Registration Statement (the “Amended Registration Statement”), which Amended Registration Statement was declared effective by the SEC on July 30, 2025, pursuant to which the Registrant decreased the number of shares of Common Stock originally contemplated to be registered pursuant to the Initial Registration Statement and registered only an aggregate amount of $2,451,137.15 of the Registrant’s Common Stock, resulting in an aggregate of $31,557,827.30 in unsold securities (the “Unsold Securities”); the fee amount attributable to the registration of shares of the Registrant’s Common Stock pursuant to the Amended Registration Statement was $357.27, as calculated in accordance with Rule 457(c) of the Securities Act. As a result of the decrease in the number of shares of Common Stock initially contemplated to be registered pursuant to the Initial Registration Statement and the number of shares of Common Stock ultimately registered by the Amended Registration Statement when it was declared effective by the SEC, the offering of the Unsold Securities contemplated to be registered pursuant to the Initial Registration Statement terminated upon the effectiveness of the Amended Registration Statement and the Registrant had $4,831.50 in unused filing fees attributable to the Unsold Securities paid by the Registrant in connection with its filing of the Initial Registration Statement. On August 8, 2025, the Registrant filed a Registration Statement on Form S-3, for which it offset $298.27 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection the Initial Registration Statement, resulting in $4,533.23 in remaining unused fees available to be applied to future filings of the Registrant. Additionally, on August 29, 2025, the Registrant filed a Registration Statement on Form S-3, for which it offset $753.21 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection the Initial Registration Statement, resulting in $3,780.02 in remaining unused fees available to be applied to future filings of the Registrant. In accordance with Rule 457(p) under the Securities Act, the Registrant is using $635.13 of the aforementioned unused filing fees attributable to the Unsold Securities previously paid by the Registrant in connection with its filing of the Initial Registration Statement to offset the entirety of the filing fee payable in connection with this Registration Statement, and as a result of such offset, the Registrant will have $3,144.89 remaining in unused filing fees attributable to the Unsold Securities available to be applied to future filings of the Registrant.