EX-FILING FEES 6 tm2520917d1_ex-filingfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

ClearSign Technologies Corporation

(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 (1)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Common Stock, par value $0.0001	457(o)
	Equity	Preferred Stock, par value $0.0001	457(o)
	Equity	Debt Securities	457(o)
	Other	Warrants	457(o)
	Other	Subscription Rights	457(o)
	Other	Units	457(o)
	Unallocated (Universal) Shelf	-	457(o)			$50,000,000	$153.10 per $1,000,000	$7,655 (4)
Fees Previously Paid	-	-	-	-	-	-		-
Carry Forward Securities	-	-	-	-		-
	Total Offering Amounts					$50,000,000		$7,655
	Total Fees Previously Paid							-
	Total Fee Offsets							$4,255.90 (5)
	Net Fees Due							$3,399.10

 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(b) and 0-11(a)(2)
Fee Offset Claims	-		-		-		-				-	-				-			-	-		-		-
Fee-Offset Sources	-		-		-		-				-	-				-			-	-		-		-
Rule 457(p)
Fee Offset Claims		ClearSign Technologies Corporation		Form S-3		333-265967			July 1, 2022		-			$3,664.59 (5)		Unallocated (Universal) Shelf		-			(1)(2)		$39,531,668.22		-
Fee-Offset Sources		ClearSign Technologies Corporation		Form S-3		333-265967			-		July 1, 2022			-		-		-			-		-		$1,415.45 (5)
Fee Offset Claims		ClearSign Technologies Corporation		Form S-3		333-232402			June 27, 2019					-		Unallocated (Universal) Shelf		-			(1)(2)		$34,730,890		-
Fee-Offset Sources		ClearSign Technologies Corporation		Form S-3		333-232402					June 27, 2019			-		-		-			-		-		$2,840.45

(1) The securities are being registered as an indeterminate number of securities that shall have an aggregate offering price not to exceed $50,000,000. This Registration Statement shall also cover any additional securities to be offered or issued from share splits, share dividends, recapitalizations or similar transactions.

(2) The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with the issuance of securities.

(3)	The proposed maximum aggregate offering price has been estimated for the sole purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(4)	The registration fee has been calculated in accordance with Rule 457(o) of the Securities Act.
(5)	On June 17, 2019, the registrant filed a Registration Statement on Form S-3 (File No. 333-232402) (the “2019 Registration Statement”) with the Securities and Exchange Commission and paid a registration fee of $6,060. An amount of $34,730,890 remained unsold under the 2019 Registration Statement after its completion. Further, on July 1, 2022, the registrant filed a Registration Statement on Form S-3 (File No. 333-265967) (as amended, the “2022 Registration Statement,” and together with the 2019 Registration Statement, the “Prior Registration Statements”) with the Securities and Exchange Commission and paid a registration fee of $1415.45. An amount of $39,531,668.22 remained unsold under the 2022 Registration Statement after its completion. Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the total registration fee due under this Registration Statement against the fees previously paid in connection with the unsold amount of securities on the Prior Registration Statements. Accordingly, a fee of $3,399.10 is being paid in connection with the filing of this Registration Statement after an offset amount of $4,255.90 is applied to this Registration Statement’s registration fee.

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