S-1/A EX-FILING FEES 0001840877 333-292260 N/A N/A 0001840877 1 2026-02-05 2026-02-05 0001840877 10 2026-02-05 2026-02-05 0001840877 11 2026-02-05 2026-02-05 0001840877 12 2026-02-05 2026-02-05 0001840877 13 2026-02-05 2026-02-05 0001840877 14 2026-02-05 2026-02-05 0001840877 2 2026-02-05 2026-02-05 0001840877 3 2026-02-05 2026-02-05 0001840877 4 2026-02-05 2026-02-05 0001840877 5 2026-02-05 2026-02-05 0001840877 6 2026-02-05 2026-02-05 0001840877 7 2026-02-05 2026-02-05 0001840877 8 2026-02-05 2026-02-05 0001840877 9 2026-02-05 2026-02-05 0001840877 2026-02-05 2026-02-05 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

Envoy Medical, Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule
  Amount Registered   Proposed Maximum Offering
Price Per Unit
  Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Class A Common Stock ("Common Stock")   (1)   457(o)       $     $ 5,000,000.00   0.0001381   $ 690.50
Fees to be Paid   Other   Pre-Funded Warrants   (2)   457(o)               0.00   0.0001381     0.00
Fees to be Paid   Other   Series A-1 Warrants   (3)   457(o)               0.00   0.0001381     0.00
Fees to be Paid   Other   Series A-2 Warrants   (4)   457(o)               0.00   0.0001381     0.00
Fees to be Paid   Other   Placement Agent Warrants   (5)   457(o)               0.00   0.0001381     0.00
Fees to be Paid   Equity   Common Stock underlying the Pre-Funded Warrants   (6)   457(o)               0.00   0.0001381     0.00
Fees to be Paid   Equity   Common Stock underlying the Series A-1 Warrants   (7)   457(o)               15,000,000.00   0.0001381     2,072.00
Fees to be Paid   Equity   Common Stock underlying the Series A-2 Warrants   (8)   457(o)               25,000,000.00   0.0001381     3,453.00
Fees to be Paid   Equity   Common Stock underlying the Placement Agent Warrants   (9)   457(o)               312,500.00   0.0001381     43.16
Fees Previously Paid   Equity   Class A Common Stock ("Common Stock")   (10)   457(o)               20,000,000.00         2,762.00
Fees Previously Paid   Equity   Pre-Funded Warrants to Purchase Common Stock   (11)   Other                         0.00
Fees Previously Paid   Equity   Common Stock underlying the Pre-Funded Warrants       457(o)               0.00         0.00
Fees Previously Paid   Equity   Placement Agent Warrants to Purchase Common Stock       Other                         0.00
Fees Previously Paid   Equity   Common Stock underlying the Placement Agent Warrants   (12)   457(o)       $     $ 1,875,000.00       $ 259.00
                                           
Total Offering Amounts:   $ 67,187,500.00         9,279.66
Total Fees Previously Paid:               3,021.00
Total Fee Offsets:               0.00
Net Fee Due:             $ 6,258.66

__________________________________________
Offering Note(s)

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price of the shares of Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any shares of Common Stock sold in the offering, and, as such, the proposed maximum aggregate offering price of the shares of Common Stock and Pre-Funded Warrants (including the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $25,000,000.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price of the shares of Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any shares of Common Stock sold in the offering, and, as such, the proposed maximum aggregate offering price of the shares of Common Stock and Pre-Funded Warrants (including the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $25,000,000.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the shares of Common Stock issuable upon exercise of the warrants.
(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the shares of Common Stock issuable upon exercise of the warrants.
(4) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the shares of Common Stock issuable upon exercise of the warrants.
(5) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the shares of Common Stock issuable upon exercise of the warrants.
(6) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price of the shares of Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any shares of Common Stock sold in the offering, and, as such, the proposed maximum aggregate offering price of the shares of Common Stock and Pre-Funded Warrants (including the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $25,000,000.
(7) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(8) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(9) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

As estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act, the proposed maximum aggregate offering price of the shares of Common Stock underlying the Placement Agent Warrants is $2,187,500, which is equal to 7.0% of the proposed maximum aggregate offering price of the shares of Common Stock to be sold in the offering at an exercise price equal to 125% of the combined public offering price per share of Common Stock and accompanying Series A-1 warrant and Series A-2 warrant.
(10) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover an indeterminable number of additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price of the Common Stock to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Stock and Pre-Funded Warrants (including the Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $20,000,000.
(11) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price of the Common Stock to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Stock and Pre-Funded Warrants (including the Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $20,000,000. No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(12) The Placement Agent Warrants are exercisable for a number of shares of Common Stock equal to % of the shares of Common Stock sold in this offering (including the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants), at an exercise price equal to % of the public offering price per share.