Security Type

Security Class Title

Fee Calculation

or Carry Forward Rule

Amount Registered(1)

Proposed Maximum Offering price

Per Unit

Maximum Aggregate Offering Price(2)

Fee Rate

Amount of Registration Fee

Fees to be Paid

Equity

Debt

Other

Unallocated (Universal)
Shelf

Common Stock, par value $0.0001 per share

Preferred Stock, par value $0.0001 per share

Debt Securities

Warrants

Common Stock, par value $0.0001 per share, issuable upon exercise of Warrants

Rule 457(o)

$25,000,000

$147.60 per $1,000,000

$3,690.00

Total Offering Amounts

$25,000,000

$3,690.00

Total Fees Previously Paid

$ —

Total Fee Offsets

$3,877.60(3)

Net Fee Due

$  (187.60)

(1)

There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of securities and such indeterminate number of warrants to purchase common stock as shall have an aggregate initial offering price not to exceed $25,000,000. If any 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 initial offering price not to exceed $25,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of securities as may be issued upon conversion of or exchange for preferred stock or securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

(3)

On June 4, 2021, the registrant filed a registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”), declared effective on July 2, 2021 (File No. 333-256797) (the “2021 Registration Statement”), registering the issuance of up to $50,000,000 of common stock, preferred stock, debt securities and warrants (the “2021 Securities”). A filing fee of $5,455 with respect to an aggregate of $25,000,000 of the 2021 Securities was paid in connection with the filing of the 2021 Registration Statement. Pursuant to the 2021 Registration Statement, the registrant brought down a total of $14,413,970 of the 2021 Securities, which equated to an associated registration fee of $1,577.40. Accordingly, the unused registration fee paid in connection with the 2021 Registration Statement and the 2021 Securities was $3,877.60.

In accordance with Rule 457(p) under the Securities Act, the registration fee applicable to the $25,000,000 of securities proposed to be sold pursuant to the current registration statement, in the amount of $3,690.00, is offset by the remaining balance of $3,877.60 from the unused registration fee paid in connection with the 2021 Registration Statement and the 2021 Securities.

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

Nuwellis, Inc.

S-3

333-256797

6/4/2021

$3,877.60

Unallocated (Universal) Shelf

-

N/A

$35,586,030(1)

Fee Offset Sources

Nuwellis, Inc.

S-3

333-256797

6/4/2021

 $5,455(2)

(1)

The Registrant has withdrawn the prior registration statement or has terminated or completed any offering that included the unsold securities under the prior registration statement.

(2)

See Note (3) under Table 1 above.