EX-FILING FEES 12 ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4

(Form Type)

 

ADVAXIS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

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
Unit
   Maximum
Aggregate Offering
Price
   Fee
Rate
   Amount of
Registration
Fee
 
 
Newly Registered Securities
                                   
Fees to Be Paid  Equity  common stock, par value $0.001 per share  Other   3,243,629(1)      $1,881,305(2)   0.00011020   $207.32 
                                   
Fees to be Paid  Equity  Common Stock, par value $0.001 per share  Other   109,316(3)       63,403(2)   0.00011020   $6.99 
Fees to Be Paid  Equity  Warrants      109,316(3)       (4)        (4)
                                   
Carry Forward Securities
                                   
Carry Forward Securities  N/A  N/A  N/A   N/A    N/A    N/A         N/A 
                                   
   Total Offering Amounts   $1,944,708        $214.31 
   Total Fees Previously Paid               
   Total Fee Offsets               
   Net Fee Due             $214.31 

 

(1) Represents the maximum number of shares of common stock, par value $0.001 per share (“Advaxis Common Stock”), of Advaxis, Inc., a Delaware corporation (the “Registrant”), that may be issued pursuant to the Agreement and Plan of Merger, dated as of October 18, 2022, by and among Registrant, Doe Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant, and Ayala Pharmaceuticals Inc. (“Ayala”), estimated solely for the purpose of calculating the registration fee.  The number of shares of Advaxis Common Stock being registered is based on (a) (i) 14,833,227 shares of common stock, par value $0.01 per share, of Ayala (the “Ayala Common Stock”) outstanding as of November 28, 2022, (ii) 1,141,927 shares of Ayala Common Stock underlying stock options outstanding as of November 28, 2022 and (iii) 1,333,333 shares of Ayala Common Stock issuable upon the exercise of warrants that will be exercised immediately prior to the closing of the merger, multiplied by (b) the exchange ratio of 0.1874 shares of Advaxis Common Stock for each share of Ayala Common Stock.
   
(2) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. Such amount equals the product of (i) $0.58, the average of the high and the low prices per share of shares of Ayala Common Stock, as reported on The Nasdaq Global Market on November 23, 2022, which is within five business days prior to the filing of this registration statement, and (ii) the maximum aggregate number of shares of Common Stock of the Registrant proposed to be issued pursuant to this registration statement.
   
(3) Represents shares of Advaxis Common Stock issuable upon the exercise of outstanding warrants issued by Ayala.  The warrants, which are currently exercisable for shares of Ayala Common Stock, will be converted to warrants to purchase shares of Advaxis Common Stock upon the closing of the merger in accordance with their terms. The number of shares underlying the warrants being registered is based on (a) warrants to purchase 583,332 shares of Ayala Common Stock outstanding as of November 28, 2022, multiplied by (b) the exchange ratio of 0.1874 shares of Advaxis Common Stock for each share of Ayala Common Stock.
   
(4) Pursuant to Rule 457(g) under the Securities Act, no separate fee is required to be paid in respect of the warrants which are being registered concurrently in the same registration statement as the underlying securities to be offered pursuant thereto.