EXHIBIT 107
Calculation of Filing Fee Tables
S-8
(Form Type)
Troika Media Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
N/A
(Translation of Registrant’s Name into English)
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 | Equity | Common Stock | 457(c) and 457(h)(1) | 12,000,000 (1)(2)(3) | $1.07(4) | $12,840,000 | $.00009270 | $1,190.27(2) | N/A | N/A | N/A | N/A |
Fees Previously Paid |
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Carry Forward Securities | ||||||||||||
Carry Forward Securities |
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| Total Offering Amounts |
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| Total Fees Previously Paid |
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| Total Fee Offsets |
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| Net Fee Due |
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Table 2: Fee Offset Claims and Sources
| Registrant | Form | File | Initial | Filing | Fee | Security | Security | Unsold | Aggregate | Fee Paid |
Rules 457(b) and 0-11(a)(2) | |||||||||||
Fee Offset Claims |
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Fee Offset Sources |
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Rule 457(p) | |||||||||||
Fee Offset Claims |
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Fee Offset Sources |
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Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date |
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(1) | In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional shares of Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions.
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(2) | Represents an aggregate of 12,000,000 shares of Common Stock issuable upon exercise of stock options, restricted stock awards, or otherwise granted, or to be granted pursuant to the 2021 Employee, Director and Consultant Equity Incentive Plan (the “Plan”).
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(3) | Any shares of Common Stock covered by an option or award granted under the Plan that is forfeited, cancelled or expires (whether voluntarily or involuntarily) will be deemed not to have been issued for purposes of determining the maximum aggregate number of shares of Common Stock that may be issued under the Plan.
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(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and Rule 457© based upon the last sale price of the Registrant’s ordinary shares, as reported on the Nasdaq Capital market on February 8, 2022. |
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