EX-FILING FEES 5 ex107.htm

 

Exhibit 107

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered  Amount to be registered   Proposed maximum offering price per share of common stock   Proposed maximum aggregate offering price   Amount of registration fee 
Common Stock, par value $0.0001 per share   11,897,214(1)  $0.50(2)  $5,948,607   $551.44 
Common Stock, par value $0.0001 per share   2,267,897(3)  $1.00(4)  $2,267,897   $210.23 
Common Stock, par value $0.0001 per share   36,874(5)  $1.17(6)  $43,143   $4.00 
                     
TOTAL                 $765.67 

 

(1) Represents the issuance by the registrant of 11,897,214 shares of Common Stock that may be issued upon conversion of the outstanding principal amount and accrued interest thereon of convertible promissory notes (“Convertible Notes”) held by selling securityholders named in the prospectus that forms a part of this registration statement on Form S-1 (“Selling Securityholders”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
(2) Based on the conversion rate of the Convertible Notes of $0.50 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
(3) Represents the issuance by the registrant of 2,267,897 shares of Common Stock that may be issued upon the exercise of 2,267,897 warrants (“Warrants”) held by Selling Securityholders which were issued in connection with the issuance of the Convertible Notes. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
(4) Based on the exercise price of the Warrants of $1.00 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
(5) Represents the resale of 36,874 shares of Common Stock by the Selling Securityholders. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
(6) Estimated at 1.17 per share, the average of the high and low prices of the registrant’s common stock as reported on OTCQB tier of the OTC Market Group, Inc. on June 7, 2022 (a date within five business days prior to the initial filing of this registration statement), solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.