Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Iteris, 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 Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price(3) | Fee Rate | Amount of Registration Fee | |
| Newly Registered Securities | ||||||||
| Fees to Be Paid | Equity | Common Stock, par value $0.10 per share(1) | (1) | (2) | — | — | — | |
| Equity | Preferred Stock, par value $1.00 per share(1) | (1) | (2) | — | — | — | ||
| Debt | Debt Securities | (1) | (2) | — | — | — | ||
| Other | Equity Warrants | (1) | (2) | — | — | — | ||
| Other | Units | (1) | (2) | — | — | — | ||
| Unallocated (Universal) Shelf | — | 457(o) | $150,000,000 | — | $150,000,000(3) | 0.00014760 | $22,140 | |
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Total Offering Amounts | $150,000,000(3) | $22,140 | ||||||
| Total Fees Previously Paid | — | |||||||
| Total Fee Offsets | $10,910(4) | |||||||
| Net Fee Due | $11,230 | |||||||
| (1) | An indeterminate number or aggregate principal amount, as applicable, of securities of each identified class is being registered as may from time to time be offered on a primary basis at indeterminate prices, including an indeterminate number or amount of securities that may be issued upon the exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional securities of the registrant that become issuable by reason of any splits, dividends or similar transactions or anti-dilution adjustments. |
| (2) | The proposed maximum 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 of the Instructions to the Calculation of Filing Fee Tables and related disclosure on Form S-3. |
| (3) | Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the Securities Act, the aggregate initial offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $150,000,000. |
| (4) | See Table 2, below. |
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 | Iteris, Inc.. | S-3 | 333-256898 | June 8, 2021 | — | $10,910.00 | Unallocated (Universal) Shelf | Common Stock, par value $0.10 per share, Preferred Stock, par value $1.00 per share, Debt Securities, Equity Warrants, Units | (6) | $100,000,000 | — |
| Fees Offset Sources | Iteris, I nc. | S-3(5) | 333-220305 | — | Sep. 1, 2017 | — | — | — | — | — | $5,560.30 |
| Fees Offset Sources | Iteris, Inc. | S-3(5) | 333-256898 | — | June 8, 2021 | — | — | — | — | — | $5,349.70 |
| (5) | The Registrant has terminated or completed any offering that included the unsold securities in this Table 2 under the prior registration statement. |
| (6) | On September 1, 2017, the Registrant filed a registration statement on Form S-3 (File No. 333-220305, the “2017 Registration Statement”). The 2017 Registration Statement was declared effective on September 12, 2017, and identified and registered an aggregate principal amount of $100,000,000 of an indeterminate amount of securities to be offered by the Registrant from time to time. On June 8, 2021, the Registrant filed a registration statement on Form S-3 (File No. 333-256898, the “2021 Registration Statement”). The 2021 Registration Statement was declared effective on August 13, 2021, and identified and registered an aggregate principal amount of $100,000,000 of an indeterminate amount of securities to be offered by the Registrant from time to time. The Registrant paid a contemporaneous fee payment of $5,349.70 and also claimed total fee offset of $5,560.30 that were originally paid in connection with the 2017 Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this registration statement by $10,910, representing the contemporaneous fee payment of $5,349.70 in connection with unsold securities under the 2021 Registration Statement and $5,560.30 in connection with unsold securities under the 2017 Registration Statement, which the Registrant claimed for total fee offset in connection with the 2021 Registration Statement. The Registrant hereby confirms that any offerings of the unsold securities associated with the claimed fee offset pursuant to Rule 457(p) have been completed or terminated. |
