Exhibit 107.1
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Ooma, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price(2) | 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 | ||||||||||||||||||||||||
Equity | Common Stock, par value $0.0001 per share(1) | 457(o) | — | — | — | — | — | |||||||||||||||||
Equity | Preferred Stock, par value $0.0001 per share(1) | 457(o) | — | — | — | — | — | |||||||||||||||||
Debt | Debt Securities(1) | 457(o) | — | — | — | — | — | |||||||||||||||||
Other | Warrants(1) | 457(o) | — | — | — | — | — | |||||||||||||||||
Other | Rights(1) | 457(o) | — | — | — | — | — | |||||||||||||||||
Other | Units(1) | 457(o) | — | — | — | — | — | |||||||||||||||||
Unallocated (Universal) Shelf | — | 457(o) | — | — | $100,000,000.00(3) | 0.00011020 | $11,020.00 | |||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||
Total Offering Amounts | $100,000,000.00 | $11,020.00 | ||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||
Total Fee Offsets | $7,185.00 | |||||||||||||||||||||||
Net Fee Due | $3,835.00 |
(1) | An indeterminate amount of the securities of each identified security class is being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. |
(2) | The proposed maximum offering price per security and 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 the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3 under the Securities Act. |
(3) | The proposed maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Subject to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000.00. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer | Form or | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fee Offset Claims | — | — | — | — | ||||||||||||||||||
Fee Offset Sources | — | — | — | — | — | |||||||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Ooma, Inc. | S-3 | 333- 235673 | 12/23/2019 | $12,980.00(4) | Unallocated (Universal) Shelf | Unallocated (Universal) | Unallocated (Universal) | $100,000,000.00 | |||||||||||||
Fee Offset Sources | Ooma, Inc. | S-3 | 333- 235673 | 12/23/2019 | $7,185.00(4) |
(4) | On December 23, 2019, the registrant filed a registration statement on Form S-3 (File No. 333-235673), registering the issuance of $100,000,000.00 of securities of the registrant (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement a fee of $12,980.00 was due, which the registrant satisfied through (i) claiming a fee offset of $5,795 pursuant to Rule 457(p), and (ii) a contemporaneous fee payment in the amount of $7,185.00. Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the securities registered hereby in the amount of $11,020.00 is offset by $7,185.00 in registration fees previously paid by the registrant with respect to the registrant’s securities that were registered but not issued pursuant to the Prior Registration Statement. Accordingly, a registration fee of $3,835.00 is being paid at this time. The Prior Registration Statement is hereby withdrawn and any offering of the unsold securities thereunder has been terminated. |