EXHIBIT 107

 

Calculation of Filing Fee Tables

 

S-3

(Form Type)

 

Cosmos Health 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

Share

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)

 

$200,000,000(1)  

$.00013810

$27,620(2)

 

 

 

 

Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

 

 

 

Carry Forward Securities

Carry Forward Securities

 Equity

Common Stock 

415(a)(6) 

 

 

$11,575,427(3) 

$.00009270 

 

S-3

333-267550 

December 15, 2022

$1,074(3) 

 

 

 

Total Offering Amounts 

 

 

$200,000,000 

 

 

 

 

 

 

 

 

Total Fees Previously Paid 

 

 

$1,074 

 

 

 

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

 

 

 

 

 

 

 

 

Net Fee Due

 

 

$26,546

 

 

 

 

 

 

___________________________

(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 $200,000,000. 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 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).

 

 

(3)

The Registrant previously filed a Registration Statement on Form S-3 with the Securities and Exchange Commission, (File No. 333-267550), as amended, originally declared effective on December 15, 2022 (the “Prior Registration Statement”), that registered $50,000,000 of securities to be offered by the Registrant from time to time. Pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes $11,575,427 of unsold securities, or the Unsold Securities, that were previously registered on the Prior Registration Statement. In connection with the registration of the Unsold Securities on the Prior Registration Statement, the Registrant paid a filing fee of $1,074 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The Registrant is not required to pay any additional fee with respect to the Unsold Securities being included in this Registration Statement in reliance on Rule 415(a)(6), because such Unsold Securities (and associated fees) are being moved from the Prior Registration Statement to this Registration Statement. The registration fee previously paid by the Registrant relating to the Unsold Securities included on this Registration Statement will continue to be applied to such Unsold Securities. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the Registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the Registrant sells any such Unsold Securities pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6). 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.

 

 

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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

 

 

 

 

 

 

 

 

 
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