Exhibit 107

Calculation of Filing Fee Table

Form S-3

(Form Type)

PDS Biotechnology 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

to be

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, par value $0.00033 per share

457(o)

(1)

(2)

(3)

$0.0001531

Equity

Preferred Stock, par value $0.00033 per share

457(o)

(1)

(2)

(3)

$0.0001531

Debt

Debt Securities

457(o)

(1)

(2)

(3)

$0.0001531

Other

Warrants

457(o)

(1)

(2)

(3)

$0.0001531

Other

Rights to purchase common stock, preferred stock, debt securities or units

457(o)

(1)

(2)

(3)

$0.0001531

Other

Units

457(o)

(1)

(2)

(3)

$0.0001531

Unallocated (Universal) Shelf

457(o)

(1)

(2)

$113,656,515

$0.0001531

$17,400.81(4)

Fees Previously Paid

—

Carry Forward Securities

Equity

Common Stock, par value $0.00033 per share

415(a)(6)

S-3

333-267041

September 2, 2022

Carry Forward Securities

Equity

Preferred Stock, par value $0.00033 per share

415(a)(6)

S-3

333-267041

September 2, 2022

Carry Forward Securities

Debt

Debt Securities

415(a)(6)

S-3

333-267041

September 2, 2022

Carry Forward Securities

Other

Warrants

415(a)(6)

S-3

333-267041

September 2, 2022

Carry Forward Securities

Other

Rights to purchase common stock, preferred stock, debt securities or units

415(a)(6)

S-3

333-267041

September 2, 2022

Carry Forward Securities

Other

Units

415(a)(6)

S-3

333-267041

September 2, 2022

Carry Forward Securities

Unallocated (Universal) Shelf

415(a)(6)

(5)

$86,343,485 (5)

S-3

333-267041

September 2, 2022

$8,004.04 (5)

Total Offering Amounts

$200,000,000

$17,400.81

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$17,400.81

(1)

The amount to be registered consists of up to $200,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants, units, and/or rights to purchase common stock, preferred stock, debt securities, or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants registered hereby, as the case may be. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder.

(2)

The proposed maximum aggregate offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.

(3)

Estimated solely for purposes of computing the registration fee. No separate consideration will be received for (i) common stock or other securities of the registrant that may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) preferred stock, common stock, debt securities or units that may be issued upon exercise of warrants registered hereby, as the case may be.

(4)

The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.

(5)

On August 24, 2022, the Registrant filed a registration statement on Form S-3 (File No. 333-267041), initially effective on September 2, 2022 (the “Prior Registration Statement”), to register securities with an aggregate maximum offering price of $150,000,000 and paid a registration fee of $10,105.11 in connection therewith. As of the date of this registration statement, an aggregate of $86,343,485 of securities registered on the Prior Registration Statement are unsold (the “Unsold Securities”). Pursuant to Rule 415(a)(6) and Rule 457(p), the unsold securities are being moved from the Prior Registration Statement to this registration statement and the registration fee of $8,004.04 previously paid by the Registrant relating to the Unsold Securities included on this registration statement will continue to be applied to such Unsold Securities and are hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. As a result, a filing fee of $17,400.81 is being paid herewith. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the Registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of additional new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.