Exhibit 107
FILING FEE TABLES FOR
FORM S-8
Calculation of Filing Fee Tables
Form S-8
(Form Type)
SOLUNA HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type | Title of each Class of Securities to be Registered | Fee Calculation rule | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| Equity | Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Soluna Holdings Inc. Third Amended and Restated 2021 Stock Incentive Plan (the “2021 Incentive Plan”) | 978,155 | (2) | $ | 2.775 | (3) | $ | 2,714,380 | 0.00014760 | $ | 401 | |||||||||||||||
| Equity | Series A Preferred Stock, $0.001 par value per share, reserved for issuance pursuant to the 2021 Plan | 1,907,188 | (5) | $ | 2.95 | (4) | $ | 5,626,205 | 0.00014760 | $ | 830 | |||||||||||||||
| Equity | Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Soluna Holdings Inc. Amended and Restated 2023 Stock Incentive Plan (the “2023 Incentive Plan”) | 1,312,356 | (6) | $2.775 (3) | $ | 3,614,788 | 0.00014760 | $ | 538 | |||||||||||||||||
| Total | 4,197,699 | $ | 11,982,373 | |||||||||||||||||||||||
| Total Fee Offsets | ||||||||||||||||||||||||||
| Net Fee Due | $ | 1,769 | ||||||||||||||||||||||||
| (1) | In the event of a stock split, stock dividend or similar transaction involving the Registrant’s common stock, par value $0.001 per share (“Common Stock”), the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Represents (i) shares of Common Stock available for future issuance by reason of the stockholder amendment to the 2021 Incentive Plan (ii) shares of Common Stock available for future issuance under the 2021 Incentive Plan by reason of their respective recycle provisions, and (iii) 18.75% of the number of shares of Common Stock reserved under the respective evergreen provisions of the 2021 Incentive Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Global Select Market on February 7, 2024. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and low prices of the Registrant’s Series A Cumulative Perpetual Preferred A Stock on The Nasdaq Global Select Market on February 7, 2024. |
| (5) | Represents the number of Series A Preferred Shares available for grant under the 2021 Incentive Plan. |
| (6) | Represents (i) shares of Common Stock available for future issuance by reason of the stockholder amendment to the 2023 Incentive Plan, (ii) shares of Common Stock available for future issuance under the 2023 Incentive Plan by reason of their respective recycle provisions, and (iii) 23.75% of the number of shares of Common Stock reserved under the respective evergreen provisions of the 2023 Incentive Plan. |
