Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Presto Automation 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(4) | | | 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(5) | |
| Newly Registered Securities | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Common Stock,
par value $0.0001 per share | | 457(o) | | | (1) | | | (2) | | | (2) | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Preferred Stock | | 457(o) | | | (1) | | | (2) | | | (2) | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Debt Securities | | 457(o) | | | (1) | | | (2) | | | (2) | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Warrants | | 457(o) | | | (1) | | | (2) | | | (2) | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Debt | | Rights | | 457(o) | | | (1) | | | (2) | | | (2) | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Other | | Units | | 457(o) | | | (1) | | | (2) | | | (2) | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Unallocated | | N/A (Total of Above) | | 457(o) | | N/A | | | N/A | | $ | 75,000,000 | | | | 0.00014760 | | | $ | 11,070 | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 25,000 | | $ | 1.41 | (3) | $ | 32,250 | | | | 0.00014760 | | | $ | 4.76 | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 3,000,000 | | $ | 1.41 | (3) | $ | 4,230,000 | | | | 0.00014760 | | | $ | 624.35 | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 573,660 | | $ | 1.41 | (3) | $ | 4,230,000 | | | | 0.00014760 | | | $ | 119.39 | | | | | | | | | | | |
| Carry Forward Securities | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | Other | | 8,625,000 | | $ | 8.21 | | $ | 70,811,250 | | | | 0.00011020 | | | $ | 7,804 | | | S-1 | | 333-267979 | | January 9, 2023 | | $ | 7,804 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | Other | | 7,625,000 | | $ | 11.50 | | $ | 87,687,500 | | | | 0.00011020 | | | $ | 9,664 | | | S-1 | | 333-267979 | | January 9, 2023 | | $ | 9,664 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | Other | | 46,949,333 | | $ | 2.14 | | $ | 100,471,572.62 | | | | 0.00011020 | | | $ | 11,072 | | | S-1 | | 333-267979 | | January 9, 2023 | | $ | 11,072 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | Other | | 1,199,991 | | $ | 3.71 | | $ | 4,451,966.61 | | | | 0.00011020 | | | $ | 490.60 | | | S-1 | | 333-267979 | | January 9, 2023 | | $ | 490.60 | |
| Carry Forward Securities | | Equity | | Warrants to purchase shares of
Common Stock | | Other | | 7,625,000 | | $ | 11.50 | | $ | 87,687,500.00 | | | | 0.00011020 | | | $ | 9,664 | | | S-1 | | 333-267979 | | January 9, 2023 | | $ | 9,664 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 400,000 | | $ | 3.03 | | $ | 1,212,000 | | | | 0.00011020 | | | $ | 133.56 | | | S-1 | | 333-271551 | | May 12, 2023 | | $ | 133.56 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 4,760,500 | | $ | 3.96 | | $ | 18,851,580 | | | | 0.00011020 | | | $ | 2,077.44 | | | S-1 | | 333-272913 | | July 6, 2023 | | $ | 2,077.44 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 500,000 | | $ | 3.96 | | $ | 1,980,000 | | | | 0.00011020 | | | $ | 218.20 | | | S-1 | | 333-272913 | | July 6, 2023 | | $ | 218.20 | |
| Carry Forward Securities | | Equity | | Common Stock,
par value $0.0001 per share | | 457(c) | | 2,000,000 | | $ | 3.96 | | $ | 7,920,000 | | | | 0.00011020 | | | $ | 872.78 | | | S-1 | | 333-272913 | | July 6, 2023 | | $ | 872.78 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Offering Amounts | | | | | $ | 389,659,369 | | | | | | | $ | 53,815.08 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | $ | 41,996.58 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | | | | | $ | 11,818.50 | | | | | | | | | | | |
| (1) | The amount to be registered consists of up to $75,000,000 of an indeterminate amount of Common Stock, preferred stock, debt securities, warrants, rights and/or units. The securities registered also include such unspecified amounts and numbers of shares of Common Stock, preferred stock, debt securities or warrants as may be issued upon conversion of or exchange for preferred stock, debt securities, warrants, units or rights that provide for conversion or exchange. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. |
| (2) | The proposed maximum per security and aggregate offering prices per class of securities 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 of 1933, as amended (the “Securities Act”). Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, on the basis of the average of the high and low prices for a share of the registrant’s common stock reported on Nasdaq on October 13, 2023, which date is a date within five business days prior to the filing of this prospectus supplement. |
| (4) | Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split or stock dividend or pursuant to anti-dilution provisions of any of the securities. |
| (5) | Pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting the registration fee due under this current registration statement on Form S-3 by $41,996.58, which represents the portion of the registration fee paid with respect to unsold securities that had previously been included in the following: (1) the registrant’s registration statement on Form S-1, as amended (File No. 333-267979), which was originally filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2022 and originally declared effective by the SEC on January 9, 2023, (2) the registrant’s registration statement on Form S-1, as amended (File No. 333-271551), which was originally filed with the SEC on May 1, 2023 and originally declared effective by the SEC on May 12, 2023, and (3) the registrant’s registration statement on Form S-1, as amended (File No. 333-272913), which was originally filed with the SEC on June 23, 2023 and originally declared effective by the SEC on July 6, 2023. Pursuant to Rule 457(p), upon effectiveness of this current registration statement on Form S-3, each Form S-1 will be replaced and automatically withdrawn by the registrant, and any such offering of the unsold securities terminated. |
