Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Fluent, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule (1) | Amount Registered (2) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |
Equity | Common Stock, par value $0.0005 per share | Other | 15,422,523 (3) | $1.215 (1) | $18,738,366 | $0.0000927 | $1,738 | |
Total Offering Amounts | $18,738,366 | $1,738 | ||||||
Total Fee Offsets (4) | $283 | |||||||
Net Fee Due | $1,455 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial 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)
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Fee Offset Claims | Fluent, Inc. | S-8 | 333-226170 (3) | July 13, 2018 | $283 | Equity | Common Stock, par value $0.0005 per share | 909,251 | $2,273,128 | |
Fee Offset Sources | Fluent, Inc. | S-8 | 333-226170 | July 13, 2018 |
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| $2,342 |
(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), by averaging the high and low sales prices of Fluent, Inc.’s (the “Registrant’s”) common stock, par value $0.0005 per share (“Common Stock”), as reported on The Nasdaq Global Market on August 5, 2022, which date is within five business days prior to the filing of this Registration Statement. |
(2) | Pursuant to Rule 416(a) of the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock of the Registrant that become issuable under the Registrant’s 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
(3) | Includes (i) 10,000,000 shares of Common Stock issuable under the 2022 Plan, (ii) 909,251 shares (the “Carried-Over Shares”) of Common Stock reserved, but unissued under the Fluent, Inc. 2018 Stock Incentive Plan (the “Prior Plan”) that are now issuable under the 2022 Plan, (iii) 4,180,321 shares of Common Stock underlying outstanding awards granted under the Prior Plan, which if cancelled, forfeited or terminated for any reason prior to exercise, delivery or becoming vested in full, would otherwise have been returned to the share reserve under the Prior Plan, but which instead will now be available for future grant under the 2022 Plan; and (v) 332,951 shares of Common Stock that were reserved for future issuance under the Prior Plan as a result of forfeited awards that are now issuable under the 2022 Plan. No further grants will be made under the Prior Plan. |
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(4) | Represents 909,251 Carried-Over Shares that were registered pursuant to the Registration Statement on Form S-8 (No. 333-226170) filed by the Registrant on July 13, 2018 under the Prior Plan. Pursuant to Rule 457(p) under the Securities Act, a portion of the registration fee is offset by the registration fees previously paid with respect to such Registration Statement and the Registrant has terminated or completed any offering that included the unsold securities associated with the claimed offset under such Registration Statement. |