edbl_ex107.htm

EX-FILING FEES 3 edbl_ex107.htm FILING FEE TABLE edbl_ex107.htm

EXHIBIT 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title⁽¹⁾

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price⁽²⁾

Fee Rate

Amount of Registration Fee

Fees to Be Paid

Equity

Units consisting of either one share of Common Stock, par value $0.0001 per share, or one Pre-funded Warrant to purchase one share of Common Stock, and one Warrant to purchase one share of Common Stock

Other

—

—

—

—

—

Fees to Be Paid

Equity

Common Stock included as part of the Unit

457(o)

—

—

$

15,000,000⁽³⁾

$

0.0001476

$

2,214

Fees to Be Paid

Equity

Pre-funded Warrants to purchase shares of Common Stock included as part of the Units⁽⁴⁾

Other

—

—

—

—

—

Fees to Be Paid

Equity

Common Stock Underlying Pre-funded Warrants

457(o)

—

—

—⁽³⁾

—

—

Fees to Be Paid

Equity

Warrants to purchase shares of Common Stock included as part of the Units⁽⁴⁾

Other

—

—

—

—

—

Fees to Be Paid

Equity

Common Stock Underlying Warrants

457(o)

—

—

$

15,000,000

$

0.0001476

2,214

Fees to Be Paid

Equity

Placement Agent Warrants to purchase Common Stock⁽⁴⁾

Other

—

—

—

—

$

—

Fees to Be Paid

Equity

Common Stock Underlying Placement Agent Warrants⁽⁵⁾

457(o)

—

—

$

750,000

$

0.0001476

$

111

Total Offering Amounts

$

30,750,000

$

4,539

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$

4,539

(1)

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(3)

The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $15,000,000.

(4)

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants.

(5)

The Placement Agent Warrants are exercisable for a number of shares of common stock equal to 5.0% of the number of shares of common stock sold in this offering (including the shares of common stock issuable upon the exercise of pre-funded warrants), at a per share exercise price equal to no less than 100% of the public offering price per unit.

Table 1: Newly Registered Securities
	Security Type	Security Class Title⁽¹⁾	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price⁽²⁾		Fee Rate		Amount of Registration Fee
Fees to Be Paid	Equity	Units consisting of either one share of Common Stock, par value $0.0001 per share, or one Pre-funded Warrant to purchase one share of Common Stock, and one Warrant to purchase one share of Common Stock	Other	—	—		—		—		—
Fees to Be Paid	Equity	Common Stock included as part of the Unit	457(o)	—	—	$	15,000,000⁽³⁾	$	0.0001476	$	2,214
Fees to Be Paid	Equity	Pre-funded Warrants to purchase shares of Common Stock included as part of the Units⁽⁴⁾	Other	—	—		—		—		—
Fees to Be Paid	Equity	Common Stock Underlying Pre-funded Warrants	457(o)	—	—		—⁽³⁾		—		—
Fees to Be Paid	Equity	Warrants to purchase shares of Common Stock included as part of the Units⁽⁴⁾	Other	—	—		—		—		—
Fees to Be Paid	Equity	Common Stock Underlying Warrants	457(o)	—	—	$	15,000,000	$	0.0001476		2,214
Fees to Be Paid	Equity	Placement Agent Warrants to purchase Common Stock⁽⁴⁾	Other	—	—		—		—	$	—
Fees to Be Paid	Equity	Common Stock Underlying Placement Agent Warrants⁽⁵⁾	457(o)	—	—	$	750,000	$	0.0001476	$	111
		Total Offering Amounts				$	30,750,000			$	4,539
		Total Fees Previously Paid									—
		Total Fee Offsets									—
		Net Fee Due								$	4,539

(1)	Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(3)	The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $15,000,000.
(4)	Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants.
(5)	The Placement Agent Warrants are exercisable for a number of shares of common stock equal to 5.0% of the number of shares of common stock sold in this offering (including the shares of common stock issuable upon the exercise of pre-funded warrants), at a per share exercise price equal to no less than 100% of the public offering price per unit.