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S-3 EX-FILING FEES 0001787740 N/A N/A 0001787740 1 2025-12-26 2025-12-26 0001787740 2025-12-26 2025-12-26 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   36,135,295   $ 1.7451   $ 63,059,703.30   0.0001381   $ 8,708.55
                                           
Total Offering Amounts:   $ 63,059,703.30         8,708.55
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 8,708.55

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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 up to 36,135,295 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which consist of (i) up to 32,230,767 shares of Common Stock issuable upon conversion of shares of Series C Non-Voting Convertible Preferred Stock (“Series C Preferred”) of the Company issued to a selling stockholder in the Initial Tranche pursuant to that Securities Purchase Agreement entered into by and between the Company and the selling stockholders on December 9, 2025 (the “Purchase Agreement”); and (ii) up to 2,904,528 shares of Common Stock issuable to the selling stockholders upon exercise of warrants to purchase Common Stock (“Warrants”) issued to such selling stockholders in the Initial Tranche, together with the shares of Series C Preferred, pursuant to 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 December 24, 2025, a date within five business days prior to the filing of the Registration Statement.