Exhibit 107
Calculation of Filing Fee Tables
Post-Effective Amendment to Form S-3
(Form Type)
CleanSpark, 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 (2) | 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 Securities be Carried Forward | |||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||
Primary Offering of Securities: | ||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | 457(r) | $— | $— | $— | — | $— | ||||||||||||||||||||
Fees to Be Paid | Equity | Preferred Stock, par value $0.001 per | 457(r) | — | — | — | — | — | ||||||||||||||||||||
Fees to Be Paid | Debt | Debt Securities | 457(r) | — | — | — | — | — | ||||||||||||||||||||
Fees to Be Paid | Equity | Warrants | 457(r) | — | — | — | — | — | ||||||||||||||||||||
Fees to Be Paid | Equity | Units | 457(r) | — | — | — | — | — | ||||||||||||||||||||
Fees to Be Paid | Unallocated (Universal) | (1) | 457(o) | (1) | — | (3) | — | — |
Primary Offering of Common Stock: | ||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | 457(o) | $500,000,000 | N/A | $500,000,000 | 0.00011020 | $55,100 | ||||||||||||||||||
Secondary Offering of Common Stock | ||||||||||||||||||||||||||
Equity | Common Stock, par value $0.001 per share | 457(r) | 2,691,065 | $2.985 | $8,032,829.02 | 0.00011020 | $885.22 | |||||||||||||||||||
Fees to Be Paid | Total Registration Fee: | $500,000,000 | N/A | $500,000,000 | — | $55,985.22 | ||||||||||||||||||||
Fees Previously Paid | Equity | Common Stock, par value $0.001 per share | 457(o) | — | N/A | $280,266,556.7 | — | $30,577.08(4)(5) | ||||||||||||||||||
Fees Previously Paid | Equity | Common Stock, par value $0.001 per share | 457(r) | 2,691,065 | $2.985 | $8,032,829.02 | — | $885.22(6) | ||||||||||||||||||
Total Offering Amounts | $508,032,829.02 | $55,985.22 | ||||||||||||||||||||||||
Total Fees Previously Paid | $31,462.30 | |||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||
Net Fee Due | $24,522.92 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee 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 with Offset Source | ||||||||||||||
Rule 457(b) and 0-11(a)(2) | ||||||||||||||||||||||||
Fee Offset Claims | ||||||||||||||||||||||||
Fee Offset Sources | CleanSpark, Inc. | 424(b)(5) | 333-254290 | June 3, 2021 | June 3, 2021 | $30,577.08 | Equity | Common Stock, par value | N/A | N/A | $30,577.08 | |||||||||||||
CleanSpark, Inc. | 424(b)(3) | 333-254290 | November 03, 2022 | November 03, 2022 | $885.22 | Equity | Common Stock, par value | N/A | N/A | $885.22 | ||||||||||||||
Rule 457(p) | ||||||||||||||||||||||||
Fee Offset | ||||||||||||||||||||||||
Claims | — | — | — | — | — |
(1) | The amount to be registered consists of up to $500,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. |
(2) | The proposed maximum offering price per 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 in Item 16(b) of Form S-3 under the Securities Act. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this registration statement exceed $500,000,000. |
(4) | The registrant terminated the offering of unsold securities under the prospectus supplement dated June 3, 2021 (the “Prior Prospectus Supplement”) to the prospectus included in its Registration Statement on Form S-3ASR (File No. 333-254290) filed by the registrant on March 15, 2021. |
(5) | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 457(p) under the Securities Act, the registrant hereby partially offsets the registration fee due in connection with this filing against the $30,577.08 remaining balance from the initial $54,550 registration fee associated with unsold securities, which registration fee was previously paid by the registrant in connection with the filing of the Prior Prospectus Supplement filed pursuant to Rule 424(b)(5) under the Registration Statement, which was initially filed with the Securities and Exchange Commission on June 3, 2021. Pursuant to Rule 457(p) under the Securities Act, the $55,100 filing fee currently due in connection with this filing is offset in part against the $30,577.08 remaining balance for such unsold securities under the Registration Statement resulting in a fee of $24,522.92 remitted with this filing. |
(6) | The registrant previously paid a fee of $885.22 related to 2,691,065 of the registrant’s shares offered by the selling shareholder identified in the prospectus supplement filed by the registrant on November 3, 2022. |