Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
(Form Type)
Orchid Island Capital, 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 | 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(3) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees to Be Paid | Equity | Preferred Stock(3) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees to Be Paid | Debt | Debt Securities(4) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees to Be Paid | Other | Warrants(5) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees to Be Paid | Other | Units(6) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees to Be Paid | Unallocated (Universal) Shelf | - | 457 | (o) | N/A | Unallocated (Universal) Shelf | $ | 22,364,079.82 | 0.0001102 | $ | 2,464.52 | ||||||||||||||||||||||
| Fees Previously Paid | Equity | Common Stock(3) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees Previously Paid | Equity | Preferred Stock(3) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees Previously Paid | Debt | Debt Securities(4) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees Previously Paid | Other | Warrants(5) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees Previously Paid | Other | Units(6) | 457 | (o) | (1) | (2) | (1)(2)(7)(8) | 0.0001102 | (2) | ||||||||||||||||||||||||
| Fees Previously Paid | Unallocated (Universal) Shelf | - | 457 | (o) | N/A | Unallocated (Universal) Shelf | $ | 625,635,721.30 | (9) | 0.0001102 | $ | 68,464.33 | (9) | ||||||||||||||||||||
| Fees Previously Paid | Equity | Common Stock(10) | 457 | (o) | 569,071 | $ | 11.90 | (11) | $ | 6,771,944.90 | (11) | 0.0001102 | $ | 0.00 | (10) | ||||||||||||||||||
| Carry Forward Securities | |||||||||||||||||||||||||||||||||
| Carry Forward Securities | Equity | Common Stock(3) | 415 | (a)(6) | (1) | (2) | (1)(2)(7)(8) | 0.0001298 | 333-236144 | 02/10/2020 | |||||||||||||||||||||||
| Carry Forward Securities | Equity | Preferred Stock(3) | 415 | (a)(6) | (1) | (2) | (1)(2)(7)(8) | 0.0001298 | 333-236144 | 02/10/2020 | |||||||||||||||||||||||
| Carry Forward Securities | Debt | Debt Securities(4) | 415 | (a)(6) | (1) | (2) | (1)(2)(7)(8) | 0.0001298 | 333-236144 | 02/10/2020 | |||||||||||||||||||||||
| Carry Forward Securities | Other | Units(6) | 415 | (a)(6) | (1) | (2) | (1)(2)(7)(8) | 0.0001298 | 333-236144 | 02/10/2020 | |||||||||||||||||||||||
| Carry Forward Securities | Unallocated (Universal) Shelf | - | 415 | (a)(6) | N/A | Unallocated (Universal) Shelf | $ | 352,000,198.88 | (9) | 0.0001298 | $ | N/A | S-3 | 333-236144 | 02/10/2020 | $ | 45,689.63 | (9) | |||||||||||||||
| Total Offering Amounts | $ | 1,006,771,944.90 | $ | 70,928.85 | (9)(10) | ||||||||||||||||||||||||||||
| Total Fees Previously Paid | $ | 68,464.33 | (9)(10) | ||||||||||||||||||||||||||||||
| Total Fee Offsets | $ | - | |||||||||||||||||||||||||||||||
| Net Fee Due | $ | 2,464.52 | (9)(10) | ||||||||||||||||||||||||||||||
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | 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 Securities Associated 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 | - | - | - | - | - | - | - | - | - | - | - | |||||||||||
| Fee Offset Sources | -. | - | - | - | - | - | - | - | - | - | - | |||||||||||
| (1) | Subject to Note 8 below, includes an indeterminate number of securities at indeterminate prices that may be issued from time to time in primary offerings or upon exercise, conversion or exchange of any securities registered hereunder that provide for exercise, conversion or exchange. |
| (2) | Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). 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. |
| (3) | Subject to Note 8 below, there is being registered hereunder an indeterminate number of shares of common stock or preferred stock from time to time separately or as units in combination with other securities registered hereunder. |
| (4) | Subject to Note 8 below, with respect to debt securities, excluding accrued interest and accrued amortization of discount, if any, to the date of delivery. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $1,000,000,000. |
| (5) | Subject to Note 8 below, there is being registered hereunder an indeterminate number of warrants as may be sold, from time to time separately or as units in combination with other securities registered hereunder, representing rights to purchase common stock or preferred stock. |
| (6) | Subject to Note 8 below, there is being registered hereunder an indeterminate number of units. Each unit may consist of a combination of any one or more of the securities being registered hereunder. |
| (7) | The proposed maximum offering price per security will be determined from time to time by the Registrant in connection with the sale by the Registrant of the securities registered hereunder. |
| (8) | In no event will the aggregate offering price of all securities issued from time to time pursuant to the primary offering hereunder exceed $1,000,000,000. |
| (9) | The Registrant previously registered $1,000,000,000 in aggregate offering price of securities in a primary offering pursuant to the Registration Statement on Form S-3 (No. 333-236144) filed with the SEC on January 29, 2020 and declared effective on February 10, 2020 (the “2020 Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this Registration Statement $352,000,198.88 in aggregate offering price of securities that were initially registered in the primary offering under the 2020 Registration Statement and remain unsold (the “Unsold Securities”). The Registrant previously paid a filing fee of $45,689.63 with respect to the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the 2020 Registration Statement). In connection with the initial filing of this Registration Statement on Form S-3 (No. 333-269339) filed with the SEC on January 20, 2023 (the “Registration Statement”), the Registrant paid a filing fee of $68,464.33, consisting of $68,945.07 with respect to $625,635,721.30 of securities registered in the primary offering under the Registration Statement (the “Previously Paid Securities”) offset by the Unsold Secondary Offset (as defined below). A filing fee of $2,464.52 with respect to an additional $22,364,079.82 of securities registered in the primary offering under the Registration Statement is being transmitted herewith. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the Registrant sells any Unsold Securities pursuant to the 2020 Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the 2020 Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act and the updated amount of securities to be registered on this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities under the 2020 Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. | |
| (10) | The 2020 Registration Statement registered 304,007 shares of common stock (adjusted for the Registrant’s one-for-five reverse stock split effective August 30, 2022) in a secondary offering with an aggregate offering price not to exceed $9,454,624.00, all of which remain unsold (the “Unsold Secondary Shares”). Pursuant to Rule 457(p) under the Securities Act, in connection with the initial filing of the Registration Statement, the Registrant applied the $1,227.00 registration fee previously paid in connection with the 2020 Registration Statement with respect to the Unsold Secondary Shares to offset (a) the $746.27 filing fee payable in connection with the registration of the shares of common stock for resale by the selling stockholders named in the Registration Statement, and (b) $480.73 of the filing fee payable in connection with the Previously Paid Securities (the “Unsold Secondary Offset”). Accordingly, no filing fee was transmitted with respect to the secondary offering in connection with the filing of the Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Secondary Shares under the 2020 Registration Statement was terminated concurrently with the filing of the Registration Statement. | |
| (11) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of the high and low prices reported for the Registrant’s common stock quoted on the New York Stock Exchange on January 13, 2023. |
