EX-FILING FEES 12 ea020242201ex-fee_freshvine.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4

(Form Type)

 

FRESH VINE WINE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

   Security
Type
  Security
Class Title
  Fee Calculation Rule  Amount Registered   Proposed Maximum Offering Price Per Unit  Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee 
Fees to Be Paid  Equity  Common Stock, par value $0.001  457(f)(2)   553,975,568(1)  N/A  $13,211.49(2)   0.0001476   $1.95 
   Total Offering Amounts     $13,211.49(2)       $1.95 
   Total Fee Offsets                - 
   Net Fee Due               $1.95 

 

(1) Represents the maximum number of shares of common stock, par value $0.001 per share, of Fresh Vine Wine, Inc. (“Fresh Vine”; such common stock, the “Fresh Vine Common Stock”) that are expected to be issued (or to become issuable) to shareholders of Notes Live, Inc. (“Notes Live”) in connection with that certain Agreement and Plan of Merger, dated January 25, 2024, between Fresh Vine, FVW Merger Sub, Inc., a wholly-owned subsidiary of Fresh Vine (“Merger Sub”), and Notes Live, pursuant to which Merger Sub will merge with and into Notes Live, with Notes Live continuing as a wholly-owned subsidiary of Fresh Vine and the surviving corporation of the merger, as described in the proxy statement/prospectus that forms a part of this Registration Statement (the “Merger”). The number of shares of Fresh Vine Common Stock to be registered does not take into account the effect of any reverse stock split of Fresh Vine Common Stock prior to the effective date of the Merger and assumes an estimated pre-split exchange ratio (which is subject to adjustment prior to the effective time of the Merger) of approximately 14 shares of Fresh Vine Common Stock for each outstanding share of Notes Live’s common stock, par value $0.001 per share (the “Notes Live Common Stock”).
   
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”). Notes Live is a private company, no market exists for Notes Live’s securities, and Notes Live has an accumulated capital deficit. Accordingly, the proposed maximum aggregate offering price is calculated based on an aggregate offering amount equal to one-third of the aggregate par value of the Notes Live Common Stock that will be exchanged for Fresh Vine Common Stock in the Merger.