S-3
EX-FILING FEES
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Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-3
HeartBeam, Inc.
Table 1: Newly Registered and Carry Forward Securities
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| Line Item Type |
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Security Type |
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Security Class Title |
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Notes |
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Fee Calculation Rule |
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Amount Registered |
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Proposed Maximum Offering Price Per Unit |
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Maximum Aggregate Offering Price |
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Fee Rate |
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Amount of Registration Fee |
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| Newly Registered Securities |
| Fees to be Paid |
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Equity |
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Common Stock, par value $0.0001 per share |
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(1) |
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457(o) |
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$ |
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$ |
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0.0001381 |
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$ |
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| Fees to be Paid |
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Equity |
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Preferred Stock, par value $0.0001 per share |
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(2) |
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457(o) |
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0.0001381 |
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| Fees to be Paid |
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Debt |
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Debt Securities |
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(3) |
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457(o) |
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0.0001381 |
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| Fees to be Paid |
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Other |
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Warrants |
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(4) |
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457(o) |
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0.0001381 |
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| Fees to be Paid |
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Other |
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Rights |
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(5) |
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457(o) |
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0.0001381 |
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| Fees to be Paid |
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Other |
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Units |
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(6) |
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457(o) |
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0.0001381 |
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| Fees to be Paid |
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Unallocated (Universal) Shelf |
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(7) |
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457(o) |
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$ |
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$ |
100,000,000.00 |
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0.0001381 |
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$ |
13,810.00 |
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| Total Offering Amounts: |
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$ |
100,000,000.00 |
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13,810.00 |
| Total Fees Previously Paid: |
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0.00 |
| Total Fee Offsets: |
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8,688.72 |
| Net Fee Due: |
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$ |
5,121.28 |
__________________________________________
Offering Note(s)
| (1) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (2) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (3) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (4) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (5) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (6) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (7) | |
The registrant is registering an indeterminate number of securities for offer and sale from time to time at indeterminate prices, which shall have an aggregate offering price not to exceed $100,000,000. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of securities that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion, or exchange of other registered securities.
The proposed maximum aggregate offering price per class of security 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 Instructions to the Calculation of Filing Fee Tables and Related Disclosure (2)(A)(iii)(b) of Form S-3 under the Securities Act.
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
Table 2: Fee Offset Claims and Sources
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| Line Item Type |
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Registrant or Filer Name
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Notes |
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Form or Filing Type
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File Number
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Initial Filing Date |
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Filing Date |
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Fee Offset Claimed |
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Security Type Associated with Fee Offset Claimed |
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Security Title Associated with Fee Offset Claimed |
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Unsold Securities Associated with Fee Offset Claimed |
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Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
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Fee Paid with Fee Offset Source |
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| Rules 457(b) and 0-11(a)(2) |
| Rule 457(p) |
| Fee Offset Claims |
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HeartBeam, Inc. |
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(1) |
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S-3 |
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333-269520 |
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02/02/2023 |
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$ |
8,688.72 |
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Equity |
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Debt |
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$ |
78,844,988.00 |
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$ |
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| Fee Offset Sources |
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HeartBeam, Inc. |
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S-3 |
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333-269520 |
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02/02/2023 |
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8,688.72 |
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__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
| (1) | |
On February 2, 2023, the Registrant filed a registration statement on Form S-3 (File No. 333-269520) (the "2023 Registration Statement") with the Securities and Exchange Commission registering an indeterminate number of securities with a proposed maximum aggregate offering price of $100,000,000. In connection with the filing of the 2023 Registration Statement, the Registrant made a fee payment in the amount of $11,020. Pursuant to Rule 457(p) under the Securities Act, registration fees of $8,688.72 that have already been paid and remain unused with respect to an indeterminate number of securities with an aggregate offering price of $78,844,988 that were previously registered pursuant to the 2023 Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this Form S-3, and the registrant is applying such fees toward the payment of the registration fee for the offer and sale of securities registered hereunder. |