EX-FILING FEES 6 ny20011223x1_ex107.htm FILING FEES TABLE

Exhibit 107
 
Calculation of Filing Fee Tables
 
S-3
(Form Type)
 
Turning Point Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered and Carry Forward Securities
 
 
Security Type
Security
Class Title
Fee Calculation
or Carry Forward
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
Common stock, par value $0.01 per share
Rule 457(o)
 
 
Equity
Preferred Stock, par value $0.01 per share
Rule 457(o)
 
 
Equity
Depositary Shares
Rule 457(o)
 
 
Equity
Warrants
Rule 457(o)
 
 
Debt
Debt Securities
Rule 457(o)
 
 
Other
Units
Rule 457(o)
 
Unallocated (Universal Shelf)
 
Rule 457(o)
(1)
(2)
$500,000,000(2)
0.00014760
$73,800(3)
Fees previously Paid
     
 
Total Offering Amounts
     
$500,000,000
0.00014760
$73,800(3)
 
Total Fees Previously Paid
         
$0.00
 
Total Fee Offsets
         
$55,100.00(4)
 
Net Fee Due
         
$18,700.00(4)

(1)
There are being registered hereunder such indeterminate number or amount of common stock, preferred stock, depositary shares, warrants, debt securities and units, consisting of some or all of these securities in any combination, as may from time to time be issued by Turning Point Brands, Inc. (the “Registrant”) at indeterminate prices, which together shall have an aggregate initial offering price not to exceed $500,000,000. This registration statement also covers an indeterminate number of securities that may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder.
(2)
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 Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).
(3)
Estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $500,000,000.
(4)
Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this registration statement by $55,100.00, reflecting the sum of (i) $11,422.40 (calculated at the fee rate in effect at the date of the Registrant’s registration statement on Form S-3 filed by the Registrant with the U.S. Securities and Exchange Commission on August 3, 2020, and declared effective on August 14, 2020, (Registration No. 333-240310) (the “2020 Registration Statement”), which represents the portion of the registration fee previously paid with respect to $88,000,000 of unsold securities previously registered under the 2020 Registration Statement and (ii) $43,677.60, which represents the registration fee previously paid with respect to the Registrant’s registration statement on Form S-3 filed by the Registrant with the U.S. Securities and Exchange Commission on August 7, 2023 (File No. 333-273778) (the “2023 Registration Statement”), which was withdrawn by filing a Form RW on August 29, 2023. The 2023 Registration Statement was not declared effective and no securities were sold thereunder.
 

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)
 
       

 
Fee Offset Claims
Turning Point Brands, Inc.
S-3
333-240310
8/3/2020
$11,422.40(1)
 
 
 
 
Unallocated (Universal Shelf)
Common Stock, par value
$0.01 per share
Preferred Stock, par value
$0.01 per share
Depositary Shares
Warrants Units
Unallocated (Universal Shelf)
 
 
 
 
 
$88,000,000(1)
Fee Offset Sources
Turning Point Brands, Inc.
S-3
333-240310
8/3/2020
 
 
 
 
 
 
 
 
$11,422.40




 
Fee Offset Claims
Turning Point Brands, Inc.
S-3
333-273778
8/7/2020
$43,677.60(2)
 
 
 
 
Unallocated (Universal Shelf)
Common Stock, par value
$0.01 per share
Preferred Stock, par value
$0.01 per share
Depositary Shares
Warrants Units
Debt Securities
N/A
 
 
 
 
 
$500,000,000
Fee Offset Sources
Turning Point Brands, Inc.
S-3
333-273778
8/7/2020
 
 
 
 
 
 
 
 
$43,677.60

(1)
Pursuant to Rule 457(p) promulgated under the Securities Act, the Registrant hereby offsets the total registration fee due under this registration statement by $11,422.40 (calculated at the fee rate in effect at the date of the Registrant’s 2020 Registration Statement of $129.80 per million dollars), which represents the portion of the registration fee previously paid with respect to $88,000,000 of unsold securities previously registered under the 2020 Registration Statement.
(2)
Pursuant to Rule 457(p) promulgated under the Securities Act, the Registrant hereby offsets the total registration fee due under this registration statement by $43,677.60, which represents the registration fee previously paid with respect to the Registrant’s 2023 Registration Statement, which was withdrawn by filing a Form RW on August 29, 2023. The 2023 Registration Statement was not declared effective and no securities were sold thereunder.