Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
ORION ENERGY SYSTEMS, 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 Aggregate Offering Price | Fee Rate | Amount of Registration Fee | 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 | Debt | Debt Securities | — | (3) | (4) | (4) | — | — | ||||||||||||||||
Equity | Common Stock, no par value | — | (3) | (4) | (4) | — | — | |||||||||||||||||
Equity | Preferred Stock, $0.01 par value | — | (3) | (4) | (4) | — | — | |||||||||||||||||
Other | Warrants | — | (3) | (4) | (4) | — | — | |||||||||||||||||
Other | Subscription Rights | — | (3) | (4) | (4) | — | — | |||||||||||||||||
Other | Stock Purchase Contracts | — | (3) | (4) | (4) | — | — | |||||||||||||||||
Other | Stock Purchase Units (2) | — | (3) | (4) | (4) | — | — | |||||||||||||||||
Unallocated (Universal) Shelf (1) | — | 457(o) | — | — | $100,000,000.00 | 0.00011020 | $11,020.00(5) | |||||||||||||||||
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 | ||||||||||||||||
Total Offering Amounts | $100,000,000.00 | $11,020.00 | ||||||||||||||||||||||
Total Fees Previously Paid | N/A | |||||||||||||||||||||||
Total Fee Offsets | $11,020.00 | |||||||||||||||||||||||
Net Fee Due | $0.00 |
Table 2: Fee Offset Claims and Sources
Registrant Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset | Security Type Associated with Fee Offset Claimed | Security Title | Unsold Securities with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Orion Energy Systems, Inc. | S-3 | 333-236837 | March 2, 2020 | N/A | $11,020.00 (6) | Common Stock | (6) | (6) | $100,000,000 (3) |
(1) | Represents securities that may be offered and sold from time to time in one or more offerings by Orion Energy Systems, Inc. (the “Registrant”). |
(2) | Each stock purchase unit consists of (a) a stock purchase contract under which the holder, upon settlement, will purchase or sell an indeterminate number of shares of common stock and (b) common stock, debt securities, other stock purchase contracts or debt obligations of third parties securing the holder’s obligation to purchase or sell the securities subject to the stock purchase contract. No separate consideration will be received for the stock purchase contract or the related pledged securities. |
(3) | Includes an indeterminate aggregate principal amount and number of securities of each identified class of securities up to a proposed aggregate offering price of $100,000,000, which may be offered by the Registrant from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions. This registration statement also covers delayed delivery contracts that may be issued by the Registrant under which the party purchasing such contracts may be required to purchase debt securities, common stock or preferred stock. Such contracts may be issued together with the specific securities to which they relate. Securities registered hereunder to be sold by the Registrant may be sold either separately or as units comprised of more than one type of security registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(4) | 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 Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3. |
(5) | Calculated pursuant to Rule 457(o), based on the proposed Maximum Aggregate Offering Price. |
(6) | Pursuant to Rule 457(p), the Registrant has offset $11,020.00 of the filing fee associated with the $100,000,000 maximum aggregate offering price of unsold securities under the Registrant’s Registration Statement on Form S-3 (Registration No. 333-236837) filed on March 2, 2020 ($12,980.00), with $1,960.00 to be applied to future filings, the entire amount of which remains unsold as of the date of this registration statement, against the amount of the registration fee for this registration statement. Upon effectiveness of this registration statement, that prior Registration Statement No. 333-236837 is hereby replaced. |
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