EX-FILING FEES 4 tmb-20240628xexfees.htm EX-FILING FEES EX-FILING FEES TEMPLATE for 424B#, 424H#, S-1, S-3, S-4, S-11, F-1, F-3, F-4, SF-3 and N-2

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

RIOT PLATFORMS, INC
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Amount Registered(1)

Proposed Maximum Offering Price Per Share(2)

Maximum Aggregate Offering Price(2)

Fee Rate

Amount of Registration Fee(2)

Equity

Common stock, no par value per share

15,000,000

$9.26

$138,900,000

$0.0001476

$20,501.64

Total Offering Amounts:

$138,900,000

$20,501.64

Total Fee Offsets

-

Net Registration Fee Due 

$20,501.64

(1)

Riot Platforms, Inc., a Nevada corporation (the “Registrant”), is filing this Registration Statement on Form S-8 to register 15,000,000 shares of its common stock, no par value per share (the “Common Stock”), for issuance under the Registrant’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”), which shares were reserved for issuance thereunder pursuant to the Sixth Amendment to the Equity Plan, as approved by the Registrant’s Board of Directors, on the recommendation of the Registrant’s Compensation Committee, which administers the 2019 Equity Plan, on April 15, 2024, and by the stockholders of the Registrant at the 2024 annual meeting of the Registrant’s stockholders held on June 12, 2024. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional shares of the Registrant’s Common Stock as may become issuable pursuant to the anti-dilution and other adjustment provisions of the 2019 Equity Plan by reason of any stock split, stock dividend, recapitalization or similar transaction effected without the receipt of consideration that results in a change in the number of outstanding shares of the Registrant’s Common Stock.

(2)

Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee covering the additional 15,000,000 shares of Common Stock to be registered pursuant to this Registration Statement on Form S-8, based on the average of the high and low prices of the Registrant’s Common Stock, as reported on the Nasdaq Capital Market on June 26, 2024.

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