EX-FILING FEES 4 cosm_ex107.htm FILING FEE TABLE cosm_ex107.htm

EXHIBIT 107

 

Calculation of Filing Fee Tables

S-1

 

(Form Type)

 

Cosmos Holdings Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

N/A

 

(Translation of Registrant’s Name into English)

 

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

457(c)

7,692,308 (1)(2)

$0.17(3)

$1,400,000 (4)

$.00001120

$156.80

 

 

 

 

Fees to be Paid

Pre-Funded Warrants

Common Stock

457(g)

7,692,308 (5)

$0.17(6)

$1,400,000 (4)

$.00001120

(7)

 

 

 

 

Fees to be Paid

Warrants

Common Stock

457(g)

15,384,616 (8)

$0.17(6)

$2,800,000

$.00001120

$313.60

 

 

 

 

Fees Previously

Paid

 

 

 

 

 

 

 

 

 

 

 

 

Total Amount of Registration Fee

 

 

 

 

 

 

 

$470.40 

 

 

 

 

Carry Forward Securities

 

Carry Forward

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Offering Amounts

 

 

 

 

 

 

 

 

 

 

Total Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

 

 

 

 

 

 

Net Fee Due (9)

 

 

 

 

 

 

 

 

 

 

_____________________________ 

(1)

There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock; such indeterminate number of warrants to purchase common stock, preferred stock, and/or units; and such indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $1,400,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion or exchange of other registered 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)

The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with, and at the time of, the issuance of the securities and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Pursuant to General Instruction II.C. of Form S-3 under the Securities Act, the registration fee is calculated on the basis of the maximum offering price of all securities listed in the Fee Table.

 

 

(3)

Calculated pursuant to Rule 457(c) under the Securities Act based upon the closing price of the Registrant’s common stock as reported on the Nasdaq Capital Market on September 6, 2022 on the proposed maximum aggregate offering price of all securities listed.

 

 

(4)

The registration fee for securities to be offered by the Registrant is calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).

 

 

(5)

Represents an aggregate of 7,692,308 shares of Common Stock issuable upon full exercise of the Common Stock Purchase Warrants.

 

 

(6)

The exercise price of the Common Stock Purchase Warrants based upon the closing price of the Common Stock set forth in Note (3) above.

 

 

(7)

No additional fee is required as for each Pre-Funded Warrant sold, the number of shares of Common Stock will decrease on a one-for-one basis.

 

 

(8)

Represents an aggregate of up to 15,384,616 shares of Common Stock issuable upon full exercise of the Common Warrants.

 

 

(9)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $7,000,000 on its Registration Statement on Form S-1 (File No. 333-267505), which was declared effective by the Securities and Exchange Commission on October 17, 2022. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $1,400,000 is hereby registered.

 

 

 

 

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

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

Fee Paid

with Fee

Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset

Claims

 

 

 

 

 

 

 

 

 

 

 

Fee Offset

Sources

 

 

 

 

 

 

 

 

 

 

 

Rule 457(p)

Fee Offset

Claims

 

 

 

 

 

 

 

 

 

 

 

Fee Offset

Sources

 

 

 

 

 

 

 

 

 

 

 

 

Table 3: Combined Prospectuses

 

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date