EX-FILING FEES 19 ex_518417.htm EXHIBIT FILING FEES ex_518417.htm

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-4

(Form Type)

 

DIFFUSION PHARMACEUTICALS 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

Carry
Forward

Form
Type

Carry

Forward

File

Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees to Be

Paid

Equity

Common

Stock,

$0.001

par value

per share

Other

7,507,236(1)

$12,879.12(2)

$0.00011020

$1.42

       

Fees

Previously

Paid

 

       

Carry Forward Securities

Carry

Forward

Securities

 

   

 

Total Offering Amounts 

 

$12,879.12(2)

$1.42

 

Total Fees Previously Paid 

     

       
 

Total Fee Offsets 

     

       
 

Net Fee Due 

     

$1.42

       

 

(1)

Relates to common stock (“Diffusion Common Stock”), $0.001 par value per share, of Diffusion Pharmaceuticals Inc., a Delaware corporation (“Diffusion”), issuable to holders of common stock (“EIP Common Stock”), $0.001 par value per share of EIP Pharma, Inc., a Delaware corporation (“EIP”), in the proposed merger of Dawn Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Diffusion, with and into EIP, with EIP continuing as a wholly-owned subsidiary of Diffusion and the surviving corporation of the merger, including shares of Diffusion Common Stock issuable in respect of EIP’s convertible notes (each, an “EIP Convertible Note”) and each of EIP’s Series A-1 preferred stock, par value $0.001, EIP’s Series A-2 preferred stock, par value $0.001, and EIP’s Series B preferred stock, par value $0.001, all of which will be converted into shares of common stock of EIP immediately prior to the effective time of the merger. The amount of Diffusion Common Stock to be registered reflects the maximum number of shares of Diffusion Common Stock that are expected to be issued in connection with the merger, without taking into account the effect of any reverse stock split of the Diffusion Common Stock, assuming a pre-split exchange ratio of 0.1943, which exchange ratio was estimated based upon (i) the parties respective capitalizations as of the date of the Merger Agreement, (ii) the closing price of the Diffusion Common Stock the preceding day, and (iii) an assumed EIP Convertible Note conversion price of $3.00. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of additional shares of Diffusion Common Stock as may be issuable as a result of stock splits, stock dividends or the like.

 

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. EIP is a private company, no market exists for its securities, and EIP has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued pursuant to the merger is one-third of the aggregate par value of the EIP securities expected to be exchanged in the merger.