Exhibit 107
Calculation of Filing Fee Tables
FORM
S-8
(Form Type)
TITAN
MEDICAL INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title(1) | Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee | |
Fees to Be Paid | Equity | Common Shares, no par value, that may be issued pursuant to future grants under (i) the Titan Medical Inc. Stock Option Plan, as amended and restated effective as of June 9, 2021; (ii) the Titan Medical Inc. Deferred Share Unit Plan, as amended and restated effective as of June 8, 2022; (iii) the Titan Medical Inc. Share Unit Plan, as amended and restated effective as of June 8, 2022; and (iv) the Titan Medical Inc. Employee Share Purchase Plan, dated June 8, 2022 | Rule 457(c) and Rule 457(h) | 16,214,640(2) | $0.4705 | $7,628,988(3) | $0.0000927 | $707.21 |
Equity | Common Shares, no par value, that may be issued pursuant to existing grants under the Titan Medical Inc. Stock Option Plan, as amended and restated effective as of June 9, 2021 and registered for resale | Rule 457(h) | 4,247,905(4) | $0.90 | $3,823,115(5) | $0.0000927 | $354.40 | |
Equity | Common Shares, no par value, that may be issued pursuant to existing grants under the Titan Medical Inc. Share Unit Plan, as amended and restated effective as of June 8, 2022 and registered for resale | Rule 457(c) and Rule 457(h) | 4,903,377(6) | $0.4705 | $2,307,039(7) | $0.0000927 | $213.86
| |
Fees Previously Paid | - | - | - | - | - | - | - | - |
Total Offering Amounts | $13,748,582 | $1,275.47 | ||||||
Total Fees Previously Paid | $0 | |||||||
Total Fee Offsets | $1,275.47 | |||||||
Net Fee Due | $0 |
1 |
(1) | This registration statement covers, in addition to the number of common shares of Titan Medical Inc. (the “Company”, the “Registrant”, “we” , “us” or “our”), no par value (the “Common Shares”), stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of Common Shares that may be offered or issued as a result of one or more adjustments under the Titan Medical, Inc. Stock Option Plan (Amended and Restated Effective June 9, 2021) (the “ Stock Option Plan”) to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions, the Titan Medical Inc. Share Unit Plan, as amended and restated effective as of June 8, 2022 (the “Share Unit Plan”), the Titan Medical Inc. Deferred Share Unit Plan, as amended and restated effective as of June 8, 2022 (the “Deferred Share Unit Plan”), the Titan Medical Inc. Employee Share Purchase Plan, dated June 8, 2022 (the “Employee Share Purchase Plan” and together with the Stock Option Plan, Share Unit Plan, Deferred Share Unit Plan and Employee Share Purchase Plan, the “Plans”). |
(2) | Represents Common Shares available or reserved for future issuance under the Plans. |
(3) | Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 16,214,640 Common Shares issuable or reserved under the Plans multiplied by the average of the high and low prices for the Common Shares as reported on the NASDAQ Capital Market (“Nasdaq”) under the symbol “TMDI” on September 9, 2022. |
(4) | Represents Common Shares subject to outstanding stock options previously granted under the Stock Option Plan and registered for resale. |
(5) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of $0.90 per share of outstanding stock options as of August 31, 2022. |
(6) | Represents Common Shares underlying outstanding restricted share units previously granted under the Share Unit Plan and registered for resale. |
(7) | Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 4,903,377 Common Shares issuable or reserved under the Share Unit Plan multiplied by the average of the high and low prices for the Common Shares as reported on Nasdaq under the symbol “TMDI” on September 9, 2022. |
2 |
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 | ||
Rule 457(p) | ||||||||||||
Fees Offset Claims | Titan Medical Inc. | F-3 | 333-232898(3) | July 30, 2019 | $1,275.47 | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | $10,523,699.68 | |||
Fees Offset Sources | Titan Medical Inc. | F-3 | 333-232898(3) | July 30, 2019 | $15,150 | |||||||
(1) | Attributable to US$10,523,699.68 of unsold securities (US$1,275.47 of previously paid fees) that were previously registered under the Registration Statement on Form F-3 (333-232898) on July 30, 2019 (the “Prior Registration Statement”) that have not yet been issued and sold. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fees may be applied to the filing fees payable pursuant to this Registration Statement, and the Prior Registration Statement and the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the effective date of this Registration Statement. |