EX-FILING FEES 4 ea168413ex-fee_bluewater.htm CALCULATION OF FILING FEE TABLES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Blue Water Vaccines Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type |  | Security Class Title |  | Fee Calculation Rule |  | Amount Registered(1) |  |  | Proposed Maximum Offering Price Per Share |  |  | Maximum Aggregate Offering Price |  |  | Fee Rate |  |  | Amount of Registration Fee |
Equity |  | Common Stock |  | Other |  |  | 1,000,000 | (2) |  | $ | 1.305 | (3) |  | $ | 1,305,000 |  |  |  | 0.00011020 |  |  | $ | 143.82 |
Equity |  | Common Stock |  | Other |  |  | 1,600,000 | (4) |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Total Offering Amounts |  |  |  |  |  |  |  |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  | $ | 143.82 |
Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | - |
Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 143.82 |

(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the Registrant's common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's common stock. In addition, this Registration Statement covers the resale by certain selling stockholders named in the prospectus included in and filed with this Registration Statement of certain of the shares of Registrant’s common stock subject to this Registration Statement, for which no additional registration fee is required pursuant to Rule 457(h)(3).

(2) | Shares of common stock issuable pursuant to the Blue Water Vaccines Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”). The proposed maximum offering price per share and registration fee were calculated in accordance with Rule 457(c) based on the average of the high and low prices reported in the consolidated reporting system within 5 business days prior to the date of filing the Registration Statement.

(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based on $1.305, the average of the high and low sales price of a share of Common Stock as reported on Nasdaq on November 11, 2022.

(4) | Shares of common stock issuable pursuant to the Blue Water Vaccines Inc. 2019 Equity Incentive Plan and the 2022 Plan have been previously registered on a registration statement on Form S-8 (File No. 333-265843). As described in more detail in the Explanatory Note, pursuant to Rule 429 under the Securities Act this Registration Statement is deemed to be a post-effective amendment to the Registrant’s registration statement on Form S-8 (File No. 333-265843).