Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
APPLIED OPTOELECTRONICS, INC.
Table 1: Newly Registered Securities and Carried 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
Unsold
Securities
to be
Carried
Forward | |
| Newly Registered Securities |
| | | Primary Offering of Securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Common Shares, $0.001 par value | | 457(o) | | | --- | | | --- | | | | --- | | | --- | | | --- | | | | | | | | | | | |
| Fees to be Paid | | Equity | | Preferred Stock, $0.001 par value | | 457(o) | | | --- | | | --- | | | | --- | | | --- | | | --- | | | | | | | | | | | |
| Fees to Be Paid | | Other | | Units (3) | | 457(o) | | | --- | | | --- | | | | --- | | | --- | | | --- | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Other | | Warrants (4) | | 457(o) | | | --- | | | --- | | | | --- | | | --- | | | --- | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Unallocated (Universal Shelf) | | --- | | 457(o) | | | --- | | | --- | | | | --- | | | --- | | | --- | | | | | | | | | | | |
| Carry Forward Securities |
| Carry Forward Securities | | Unallocated (Universal Shelf) | | | | 415(a)(6) | | $ | 250,000,000 | | | --- | | | $ | 185,000,000 | (5) | | --- | | | --- | | | S-3 | | File No. 333-234310 | | January 9, 2020 | | $ | 32,450 | |
| | | Total Offering Amounts | | | $ | 185,000,000 | (1) | | | | $ | N/A | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | $ | N/A | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | --- | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | $ | 0 | | | | | | | | | | | |
(1) The amount to be registered consists of up to $185,000,000 of an indeterminate number of shares of common stock, shares of preferred stock, warrants and units. There is also being registered hereunder such currently indeterminate number of common stock, preferred stock, and warrants as may from time to time be issued at indeterminate prices upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, (the "Securities Act") the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(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 General Instruction II.D. of Form S-3 under the Securities Act.
(3) Including such indeterminate number of warrants or other rights, including without limitation share purchase or subscription rights, as may be issued from time to time at indeterminate prices.
(4) Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may or may not be separable from one another.
(5) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered for sale pursuant to the registrant's previously filed registration statement on Form S-3 (File No. 333-234310), which became effective on January 9, 2020 (the "Prior Registration Statement"). The Prior Registration Statement registered $250,000,000 of an indeterminate number of shares of common stock, shares of preferred stock, warrants and units for sale from time to time. Of this amount, $193,736,661 remain unsold as of the date of filing of this registration statement. In connection with the registration of unsold securities on the Prior Registration Statement, the Registrant paid a registration fee of $32,450 for such unsold securities. The registrant has determined to include in this registration statement under the Prior Registration Statement having an aggregate offering price of $185,000,000 (the “Unsold Securities”), and the filing fee paid with respect to the Unsold Securities in the Prior Registration Statement is being used to pay the filing fee in connection with the filing of this registration statement. If the registrant sells any securities pursuant to the Prior Registration Statement after the date hereof and prior to the date of effectiveness of this registration statement, the registrant will file a pre-effective amendment to this registration statement to update the amount of Unsold Securities from the Prior Registration Statement to be included on this registration statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6) under the Securities Act, the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
