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S-8 EX-FILING FEES 0001833498 0001833498 1 2025-07-29 2025-07-29 0001833498 2 2025-07-29 2025-07-29 0001833498 3 2025-07-29 2025-07-29 0001833498 2025-07-29 2025-07-29 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

Spectral AI, 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, par value $0.0001 per share   (1)   Other   4,356,145   $ 1.84   $ 8,015,306.80   0.0001531   $ 1,227.14
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share   (2)   Other   59,700   2.47   147,459.00   0.0001531   22.58
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share   (3)   Other   3,584,155   $ 2.47   $ 8,852,862.85   0.0001531   $ 1,355.37
                                           
Total Offering Amounts:   $ 17,015,628.65         2,605.09
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 2,605.09

 

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Offering Note(s)

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of Spectral AI, Inc. (the “Registrant”), that become issuable under the Spectral AI, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transactions. Represents 4,356,145 shares of Common Stock issuable upon the exercise of outstanding stock option awards as of the date of this Registration Statement assumed under the 2023 Plan. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $1.84, which is the weighted average exercise price (rounded to the nearest cent) of the outstanding option awards under the 2023 Plan as of the date of this Registration Statement.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of Spectral AI, Inc. (the “Registrant”), that become issuable under the Spectral AI, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transactions. Represents 59,700 shares of Common Stock issuable upon the exercise of restricted stock unit awards under the 2023 Plan as of the date of this Registration Statement. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on $2.47, the average of the high and low sale prices of the Common Stock as reported on the Nasdaq Capital Market on July 23, 2025 (such date being within five business days of the date that this Registration Statement was filed with the Securities and Exchange Commission (the “Commission”)).
(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of Spectral AI, Inc. (the “Registrant”), that become issuable under the Spectral AI, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transactions. Represents 3,584,155 shares of Common Stock reserved for issuance for future grants under the 2023 Plan as of the date of this Registration Statement. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on $2.47, the average of the high and low sale prices of the Common Stock as reported on Nasdaq on July 23, 2025 (such date being within five business days of the date that this Registration Statement was filed with the Commission).