EX-FILING FEES 10 ex107.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

(Form Type)

 

NanoVibronix, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

    Security Type   Security Class Title   Fee Calculation or Carry Forward Rule     Amount Registered     Proposed Maximum Offering Price Per Share     Maximum Aggregate Offering Price (1)(2)     Fee Rate     Amount of Registration Fee  
Newly Registered Securities
Fees to Be Paid   Equity   Series G Convertible Preferred Stock, par value $0.001 per share (5)     457(o)                     $ 11,500,000       0.00015310     $ 1,760.65  
Fees to Be Paid   Equity   Common Stock, par value $0.001 per share, issuable upon conversion of Series G Convertible Preferred Stock (3)     457(i)                                        
Fees to Be Paid   Equity   Common stock, $0.01 par value per share, issuable as dividends upon conversion of Series G Convertible Preferred Stock (4)                           $ 5,175,000.00       0.00015310     $ 792.30  
Fees to Be Paid   Equity   Warrants to purchase shares of Common Stock, par value $0.001 per share (6)     457(g)                                        
Fees to Be Paid   Equity   Common Stock, par value $0.001 per share, underlying the Warrants     457(o)                     $ 11,500,000       0.00015310     $ 1,760.65  
Fees to Be Paid   Equity   Representative’s Warrants (6)     457(g)                                        
Fees to Be Paid   Equity   Common Stock, par value $0.001 per share, underlying the Representative’s Warrant (7)     457(g)                     $ 718,750.00       0.00015310     $ 110.04  
    Total Offering Amounts                           $ 28,893,750.00             $ 4,423.64  
    Total Fees Previously Paid                                           $ 6,001.52  
    Total Fee Offsets                                           $    
    Net Fees Due                                           $ 0.00  

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
(2) Pursuant to Rule 416(a) promulgated under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(3) No fee is required pursuant to Rule 457(i) under the Securities Act.
(4) The holders of Series G Convertible Preferred Stock will be entitled to receive cumulative dividends at the rate per share of 9% per annum of the stated value per share, until the fifth anniversary of the date of issuance of the Series G Convertible Preferred Stock. The dividends become payable, at the registrant’s option, in either cash, out of any funds legally available for such purpose, or in shares of common stock, (i) upon any conversion of the Series G Convertible Preferred Stock, (ii) on each such other date as the registrant’s board of directors may determine, subject to written consent of the holders of Series G Convertible Preferred Stock holding a majority of the then issued and outstanding Series B Convertible Preferred Stock, (iii) upon liquidation, dissolution or winding up of the registrant, and (iv) upon occurrence of a fundamental transaction, including any merger or consolidation, sale of all or substantially all of the registrant’s assets, exchange or conversion of all of the registrant’s common stock by tender offer, exchange offer or reclassification; provided, however, that if Series G Convertible Preferred Stock is converted into shares of common stock at any time prior to the fifth anniversary of the date of issuance of the Series G Convertible Preferred Stock, the holder will receive a make-whole payment in an amount equal to all of the dividends that, but for the early conversion, would have otherwise accrued on the applicable shares of Series G Convertible Preferred Stock being converted for the period commencing on the conversion date and ending on the fifth anniversary of the date of issuance, less the amount of all prior dividends paid on such converted Series G Convertible Preferred Stock before the date of conversion. Make-whole payments are payable at the registrant’s option in either cash, out of funds legally available for such purpose, or in shares of common stock. The fee table assumes a conversion price of $6.45 and the stated value per share of $25. Includes up to 104,652 shares issuable as dividends attributable to the Series G Convertible Preferred Stock which such Series G Convertible Preferred Stock that may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(5) The fee table assumes a conversion price of $6.45 and the stated value per share of $25 for the Series G Convertible Preferred Stock. Includes up to an aggregate of $1,500,000 of Series G Convertible Preferred Stock, and/or shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(6) In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the Warrants, and no separate fee is payable for the Warrants. Includes up to an aggregate of $1,500,000 of shares of common stock underlying the Warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(7) We have agreed to issue to the representative of the underwriters as compensation in connection with the offering, the representative’s warrants (the “Representative’s Warrants”) to purchase shares of common stock equal to 5.0% of the shares of common stock issuable upon conversion of the Series G Convertible Preferred Stock issued in the offering (including the Pre-Funded Warrants issued in the offering). We have calculated the proposed maximum aggregate offering price of the shares of common stock underlying the Representative’s Warrants by assuming that such Representative’s Warrants are exercisable at a price per share equal to 125% of the combined public offering price per share of Series G Convertible Preferred Stock and accompanying warrant, which such proposed maximum aggregate offering price includes Representative’s Warrants to cover over-allotments, if any.