Exhibit 107
Calculation of Filing Fee Tables
S-3
(Form Type)
Sphere 3D Corp.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(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(1) | | | Proposed Maximum Offering Price Per Share(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 |
Fees to Be Paid | | Equity | | Common Shares, no par value, issuable upon exercise of warrants | | Rule 457(c) (2) | | | 9,574,467 | | | $ | 0.42485 | | | $ | 4,067,713 | | | | 0.0001102 | | | $ | 448.27 | | | N/A | | N/A | | N/A | | N/A |
| | Equity | | Common Shares, no par value, issuable upon conversion of convertible notes | | Rule 457(c) (2) | | | 10,080,648 | | | $ | 0.42485 | | | $ | 4,282,764 | | | | 0.0001102 | | | $ | 471.97 | | | | | | | | | |
Fees Previously Paid | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | N/A | | N/A | | N/A |
Carry Forward Securities |
Carry Forward Securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Offering Amounts | | | | | | | $ | 8,350,477 | | | | | | | $ | 920.24 | | | | | | | | | |
| | Total Fees Previously Paid | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Fee Offsets | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net Fee Due | | | | | | | | | | | | | | | $ | 920.24 | | | | | | | | | |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional common shares, no par value (the “Common Shares”) of Sphere 3D Corp. (the “Company”) that may become issuable upon any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in an increase in the number of the outstanding Common Shares. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Company’s Common Shares on May 10, 2023. |