EX-FILING FEES 5 ea020369801ex-fee_railvision.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-3

(Form Type)

 

Rail Vision Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities and Carry Forward Securities

 

   Security
Type		  Security Class
Title		  Fee Calculation or Carry Forward
Rule		   Amount
Registered(1)		   Proposed
Maximum Offering
Price Per
Unit(2)		     Maximum
Aggregate Offering Price(3)		   Fee Rate   Amount of
Registration
Fee		  
Fees to Be Paid  Equity  Ordinary shares, no par value                                     
Fees to Be Paid  Other  Warrants                                 
Fees to Be Paid  Other  Units                                 
Fees to Be Paid  Unallocated
(Universal) Shelf		  Unallocated
(Universal) Shelf		   457(o)     (2)     (3)     $100,000,000    0.0001476   $ 14,760.00 (4) 
                                        
   Total Offering Amounts                    $ 14,760.00  
   Total Fees Previously Paid                    —  
   Total Fee Offsets                    $ 5,179.40  
   Net Fee Due                    $ 9,580.60 (5) 

  

(1)There are being registered under this registration statement such indeterminate number of ordinary shares, warrants, and units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $100,000,000 or, if any securities are issued for consideration denominated in a foreign currency, such amount as shall result in an aggregate initial offering price equivalent to a maximum of $100,000,000. The securities registered hereunder also include such indeterminate number of ordinary shares as may be issued upon conversion, exercise or exchange of warrants that provide for such conversion into, exercise for or exchange into ordinary shares. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

 

(2)Not specified as to each class of securities to be registered pursuant to General Instruction II.C. of Form F-3.

 

(3)The proposed maximum offering price per unit of each class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form F-3 under the Securities Act of 1933, as amended (the “Securities Act”).

 

(4)The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act on the basis of the maximum aggregate offering price of the securities listed.

  

(5)The Registrant previously filed a Registration Statement on Form F-3 with the Securities and Exchange Commission on April 3, 2023 (File No. 333-271068), which was declared effective on April 19, 2023 (the “Prior Registration Statement”), that registered an aggregate of $50,000,000 of an indeterminate number of securities to be offered by the Registrant from time to time. Of the $50,000,000 of securities registered on the Prior Registration Statement, for which the Registrant paid a filing fee of $5,510.00. In connection therewith, $47,000,000 of the securities remain unsold, leaving $5,179.40 in previously paid fees available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the Registrant is using $5,179.40 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly, a registration fee of $9,580.60 is due to be paid at this time. Concurrently with the effectiveness of this registration statement, any offering of unsold securities pursuant to the Prior Registration Statement is hereby terminated.

 

 

 

 

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		  Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed		   Fee Paid
with Fee
Offset
Source
Rule 457(p)
Fee Offset Claims  Rail Vision Ltd.  F-3  333-271068  April 3, 2023     $5,179.40   Unallocated (Universal) Shelf               (1)  Unallocated (Universal) Shelf  $47,000,000    
Fee Offset Sources  Rail Vision Ltd.  F-3  333-271068     April 3, 2023                       $9,580.60

 

(1)Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this registration statement by $5,179.40, which represents the portion of the registration fee previously paid (after offset) with respect to $47,000,000 of unsold securities (the “Unsold Offset Securities”) previously registered on the Prior Registration Statement. The offering of the Unsold Offset Securities pursuant to the Prior Registration Statement associated with the claimed fee offset pursuant to Rule 457(p) have been completed or terminated.