EX-FILING FEES 6 exhibit107-filingfeetable.htm EX-FILING FEES Document

EXHIBIT 107
Calculation of Filing Fee Tables

Form S-3
(Form Type)

Axos Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1)Proposed Maximum Offering Price Per Unit (2)(3)Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
Primary Offering
EquityCommon stock, par value $0.01 per share457(o)----
EquityPreferred Stock, par value $0.01 per share457(o)----
DebtDebt Securities
OtherWarrants457(o)----
OtherSubscription Rights457(o)----
OtherUnits457(o)----
Total Primary offering$500,000,000$0.0001476$73,800



Secondary Offering
EquityCommon stock, par value $0.01 per share457(o)--$50,000,000$0.0001476$7,380
Total Offering Amounts$550,000,000 (4)$81,180
Total Fees Previously Paid-
Total Fee Offsets$32,730
Net Fee Due$48,450

(1)Securities registered hereunder may be sold separately, together or with other securities registered hereunder.
(2)Not required to be included pursuant to Rule 457(o). The proposed maximum initial offering price per share will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
(3)We are registering an indeterminate aggregate amount of securities of each identified class of securities up to a proposed aggregate offering price of $500,000,000, which may be offered from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions. In addition, we are registering an indeterminate aggregate amount of common stock up to a proposed aggregate offering price of $50,000,000 which may be offered pursuant to this registration statement by selling stockholders.
(4)Estimated solely for the purposes of calculating the registration fee. No separate consideration will be received for shares of common stock that are issued upon conversion of preferred stock or upon exercise of common stock warrants registered hereunder.


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Table 2: Fee Offset Claims and Sources

Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing DateFiling DateFee Offset ClaimedSecurity Type Associated with Fee Offset ClaimedUnsold Securities Associated with Fee Offset ClaimedUnsold Aggregate Offering Amount Associated with Fee Offset ClaimedFee Paid with Fee Offset Source
Rule 457(p)
Fee Offset ClaimsAxos Financial, Inc.S-3333-253797March 2, 2021March 2, 2021$32,730 (1)(1)(1)$300,000,000 (1)$32,730

(1)The Company previously registered the offer and sale of up to $450,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units, pursuant to a Shelf Registration Statement on Form S-3, File No. 333-253797, filed with the Securities and Exchange Commission on March 2, 2021. Pursuant to Rule 457(p), the amount of the registration fee of $81,180 is offset by $32,730, which is the amount of the filing fee paid in connection with an aggregate of $300,000,000 in unsold securities registered pursuant to the Registrant’s Registration Statement on Form S-3 (No. 333-253797), as filed with the Securities and Exchange Commission on March 2, 2021 (stating an aggregate initial maximum offering price for all registered securities of $450,000,000.

Table 3: Combined Prospectuses
N/A
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