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S-1 EX-FILING FEES 0001787740 true true false N/A 0001787740 1 2026-04-11 2026-04-11 0001787740 1 2026-04-11 2026-04-11 0001787740 2 2026-04-11 2026-04-11 0001787740 3 2026-04-11 2026-04-11 0001787740 2026-04-11 2026-04-11 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

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   956,222   $ 0.99   $ 946,659.78   0.0001381   $ 130.74
                                           
Total Offering Amounts:   $ 946,659.78         130.74
Total Fees Previously Paid:                
Total Fee Offsets:               130.74
Net Fee Due:             $ 0.00

__________________________________________
Offering Note(s)

(1) Rule 457(c) Fee Calculation Details

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 stockholder pursuant to the prospectus contained in the Registration Statement on Form S-1 (the “Registration Statement”) to which this exhibit is attached. The Registration Statement registers an aggregate of 956,222 shares of Common Stock, which consists of (i) 519,210 shares of our common stock which we may sell and issue to the selling stockholder from time to time pursuant to the Common Stock Purchase Agreement we entered into with the selling stockholder on February 6, 2026 (the “Purchase Agreement”), and (ii) 437,012 shares of common stock issuable upon exercise of a pre-funded warrant to purchase 437,012 shares of common stock we issued to the selling stockholder on February 6, 2026 as commitment pre-funded warrants (the “Commitment Pre-Funded Warrant”) in connection with execution of 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 based upon the average of the high and low prices for the Common Stock, as reported on the Nasdaq Capital Market on April 8, 2026, 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   333-268010   10/26/2022       $ 130.74   Equity   Common Stock, $0.0001 par value per share         $ 1,186,388.38   $  
Fee Offset Claims   Tivic Health Systems, Inc.    (2)   S-1   333-268010   10/26/2022         0.00   Equity   Common Stock Underlying Representative's Warrants           0.00      
Fee Offset Sources   Tivic Health Systems, Inc.    (3)   S-1   333-268010       10/26/2022                               7,025.25
                                                         

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

(1) See footnote 3

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

(2) See footnote 3

Offset Note(s):

(3) On October 26, 2022, the Registrant filed a Registration Statement on Form S-1 (File No. 333-268010) (the “2022 S-1”) with the Securities and Exchange Commission (the “SEC”), which registered an aggregate principal amount of $63,750,000 of the Registrant’s common stock and representative warrants to purchase common stock, to be offered by the Registrant; the fee amount paid in connection with the 2022 S-1 was $7,025.25, as calculated in accordance with Rule 457 of the Securities Act. On February 1, 2023, the Registrant filed a fourth amendment to the 2022 S-1, pursuant to which it registered only an aggregate amount of $6,109,375 in value of the Registrant’s securities that were sold (the “Final Offering”); the fee amount attributable to such sale of securities in the Final Offering was $673.26, as calculated in accordance with Rule 457 of the Securities Act. As a result, after the Final Offering, which has been completed as of the date hereof, the Registrant had $6,351.99 in unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended). The Registrant filed a new Registration Statement on Form S-1 with SEC on March 29, 2024 (the “2024 S-1”), followed by a first amendment to the 2024 S-1 on May 8, 2024, for which it offset $3,661.66 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,690.33 in remaining unused fees available to be applied to future filings of the Registrant. The Registrant filed a new Registration Statement on Form S-1 with SEC on May 9, 2025 (the “2025 S-1”), for which it offset $193.45 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,496.88 in remaining unused fees available to be applied to future filings of the Registrant. The Registrant filed a new Registration Statement on Form S-8 with SEC on July 25, 2025 (the “2025 S-8”), for which it offset $318.49 of the filing fees due in connection therewith by the unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended), resulting in $2,178.39 in remaining unused fees available to be applied to future filings of the Registrant. On May 13, 2024, the Registrant completed the offering under the 2024 S-1, pursuant to which it sold only an aggregate amount of $13,391,277.20 in value of the Registrant’s securities that were originally registered in the 2024 S-1 (the “2024 Offering”); the fee amount attributable to such sale of securities in the 2024 Offering was $2,017.15, as calculated in accordance with Rule 457 of the Securities Act, resulting in an amount of $1,644.51 in unused filing fees attributed to the 2024 S-1. As a result, after the 2024 Offering, which has been completed as of the date hereof, the Registrant had $3,842.90 in unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended) In accordance with Rule 457(p) under the Securities Act, the registrant is using $130.74 of the aforementioned unused filing fees previously paid by the Registrant in connection with its filing of the 2022 S-1 (as amended) 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 $3,712.16 remaining in unused filing fees available to be applied to future filings of the Registrant.