Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
OCEAN BIOMEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| Equity | Common stock, $0.0001 par value per share (issuable upon exercise of warrants)(1) | 457(g) | 511,712 | $ | 8.06 | $ | 4,124,398.72 | $ | 0.00011020 | $ | 454.51 | |||||||||||||||
| Equity | Common stock, $0.0001 par value per share (issuable upon exercise of warrants)(2) | 457(g) | 102,342 | $ | 7.47 | $ | 764,494.74 | $ | 0.00011020 | $ | 84.25 | |||||||||||||||
| Equity | Common stock, $0.0001 par value per share (issuable upon exercise of warrants)(3) | 457(g) | 475,000 | $ | 10.34 | $ | 4,911,500.00 | $ | 0.00011020 | $ | 541.25 | |||||||||||||||
| Equity | Common stock, $0.0001 par value per share (issuable upon exercise of warrants)(4) | 457(g) | 10,961,000 | $ | 11.50 | $ | 126,051,500.00 | $ | 0.00011020 | $ | 13,890.88 | |||||||||||||||
| Equity | Warrants to purchase common stock(5) | 457(g) | 5,411,000 | — | — | $ | 0.00011020 | — | ||||||||||||||||||
| Equity | Common stock, $0.0001 par value per share(6) | 457(c) | 13,213,693 | $ | 5.35 | $ | 70,693,257.55 | $ | 0.00011020 | $ | 7,790.40 | |||||||||||||||
| Equity | Common stock, $0.0001 par value per share(7) | 457(c) | 2,643,677 | $ | 5.35 | $ | 14,143,671.95 | $ | 0.00011020 | $ | 1,558.63 | |||||||||||||||
| Total Offering Amounts | $ | 24,319.92 | ||||||||||||||||||||||||
| Total Fees Previously Paid | 24,435.90 | |||||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||||
| Net Fee Due(8) | $ | 0 | ||||||||||||||||||||||||
| (1) | Consists of up to 511,712 shares of Common Stock that are issuable upon the exercise of certain of the Second Street Warrants. |
| (2) | Consists of up to 102,342 shares of Common Stock that are issuable upon the exercise of certain of the Second Street Warrants. |
| (3) | Consists of (i) up to 275,000 shares of Common Stock that are issuable upon the exercise of certain of the Second Street Warrants and (ii) up to 200,000 shares of Common Stock that are issuable upon the exercise of the McKra Warrant. |
| (4) | Consists of (i) up to 5,411,000 shares of Common Stock that are issuable upon the exercise of the Private Placement Warrants, (ii) up to 5,250,000 shares of Common Stock that are issuable upon the exercise of the Public Warrants, (iii) up to 150,000 shares of Common Stock that are issuable upon the exercise of certain of the Second Street Warrants, and (iv) 150,000 shares of Common Stock that are issuable upon the exercise of the Special Forces Warrant. |
| (5) | Consists of up to 5,411,000 Private Placement Warrants. In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the warrants, and no separate fee is payable for the warrants. |
| (6) | Consists of (i) up to 2,175,000 shares of Common Stock that were purchased by Polar prior to the closing of the Business Combination, (ii) up to 1,848,693 shares of our Common Stock that were purchased by Meteora prior to the closing of the Business Combination, (iii) up to 2,625,000 shares of Common Stock resulting from the reclassification of Aesther Class A common stock following the conversion of 2,625,000 shares of Aesther Class B common stock to Aesther Class A common stock, (iv) up to 315,000 shares of Common Stock resulting from the reclassification of Aesther Class A common stock that was issued in connection with the Sponsor obtaining two three-month extensions to complete the Business Combination, (v) up to 5,000,000 shares owned by Poseidon, (vi) up to 1,200,000 shares owned by NPIC Limited, (vii) up to 25,000 shares owned by Second Street Capital, and (viii) up to 25,000 shares owned by McKra. The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act using the average of the high and low prices as reported on June 12, 2023. |
| (7) | Consists of (i) up to 2,568,667 shares of Common Stock that may be issued and sold by us to White Lion pursuant to the Common Stock Purchase Agreement and (ii) 75,000 shares of Common Stock issued to White Lion under the Common Stock Purchase Agreement as the Initial Commitment Shares. The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act using the average of the high and low prices as reported on June 12, 2023. |
| (8) | In connection with the Registration Statement on Form S-1 filed on April 21, 2023 the registrant paid a filing fee in the amount of $22,850.90. Additionally, in connection with Amendment No. 1 to the Registration Statement filed on June 1, 2023, the registrant paid a filing fee of $1,585.00. The filing fee due for this Amendment No. 2 to the Registration Statement is $24,319.92. As a result, there is no net fee due. |
