Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
(Form Type)
TERAWULF INC.
(Exact Name of Registrant as Specified in its Charter)
Security Type | Security | Fee | Amount | Proposed | Maximum | Fee Rate | Amount of | Carry | Carry | Carry | Filing Fee | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Common stock, par value $0.001 per share | 457(c) | 1,386,466(3) | $0.65(4) | $901,292.90 | $110.20 per $1,000,000 | $99.31 | ||||
Fees Previously Paid | Equity | Common stock, par value $0.001 per share | 457(c) | 8,750,000(3) | $0.58(4) | $5,075,000.00 | $110.20 per $1,000,000 | $559.27 | | | | |
Fees Previously Paid | Equity | Common stock, par value $0.001 per share | 457(c) | 17,631,172(3) | $1.05(4) | $18,512,730.60 | $110.20 per $1,000,000 | $2,040.10 | ||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||
Total Offering Amounts | $2,698.68 | |||||||||||
Total Fees Previously Paid | $2,599.37 | |||||||||||
Total Fee Offsets | - | |||||||||||
Net Fee Due | $99.31 | |||||||||||
Table 1: Newly Registered and Carry Forward Securities
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by $0.00011020. |
| (3) | Consists of up to 23,392,638 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), comprised of (i) 7,481,747 Shares, which are issuable upon exercise of the warrants held by certain selling stockholders pursuant to the terms of those certain subscription agreements (the “October Subscription Agreements”) and warrant agreement, each dated as of October 6, 2022, by and among the Company and certain persons listed therein, (ii) 7,481,747 Shares, which are issuable pursuant to the terms of October Subscription Agreements, (iii) 2,667,678 Shares, which are issuable upon exercise of certain warrants issued to the Company’s lenders pursuant to the terms of the Amended and Restated Lender Warrant Agreement, dated as of October 7, 2022, by and among the Company and certain persons listed therein, (iv) 4,375,000 Shares, which are issuable upon exercise of the warrants held by certain selling stockholders pursuant to the terms of those certain subscription agreements and warrant agreement, each dated as of December 12, 2022 and (v) 1,386,466 Shares, which are issuable pursuant to the terms of the February Common Stock Subscription Agreements. |
| (4) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price for shares of common stock is $0.58, which is the average of the high and low prices of the common stock on February 13, 2022 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission) on the Nasdaq. |