EX-FILING FEES 2 s-3xex107xfilingfeecalcula.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
DLH Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward 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
Carry 
Forward 
Form 
Type 
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to
be Carried
Forward
Newly Registered Securities
Fees to Be PaidEquity
Common 
Stock,
$0.001 par value per 
share
Rule
457(o)
(1)(2)(2)
Fees to Be PaidEquity
Preferred 
Stock,
$0.10 par value per 
share
Rule
457(o)
(1)(2)(2)
Fees to Be PaidOtherWarrantsRule
457(o)
(1)(2)(2)
Fees to Be PaidOtherRightsRule
457(o)
(1)(2)(2)
Fees to Be PaidOtherUnitsRule
457(o)
(1)(2)(2)
Fees to Be PaidUnallocated
(Universal)
Shelf
N.A.Rule
457(o)
N.A.N.A.$100,000,0000.00011020$11,020
Fees to Be PaidTotal Registration Fee: $11,020
Carry Forward Securities
Carry Forward
Securities 
Equity
Common Stock,
$0.001 par value per 
share
Rule 415(a)(6)
Carry Forward SecuritiesEquity
Preferred Stock,
$0.10 par value per 
share
Rule 415(a)(6)
Carry Forward SecuritiesOtherWarrantsRule 415(a)(6)
Carry Forward SecuritiesOtherRightsRule 415(a)(6)
Carry Forward SecuritiesOtherUnitsRule 415(a)(6)
Carry Forward SecuritiesUnallocated
(Universal) 
Shelf 
N.A.Rule 415(a)(6)N.A.N.A.
$50,000,000(3)
0.0001298 N.A.S-3333-238882 June 15, 2020 $6,490
Total Offering Amounts $100,000,000$11,020
Total Fees Previously Paid $6,490
Total Fee Offsets $0
Net Fee Due $4,530
______________
(1)Estimated solely for purposes of computing the registration fee pursuant to Rule 457(o) under the Securities Act. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this registration statement exceed $100,000,000. An indeterminate amount of common stock, preferred stock, warrants, rights and/or units is being registered as may from time to time be offered under this registration statement at indeterminate prices, as shall have an aggregate initial offering price not to exceed



$100,000,000. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable preferred stock registered hereby, or (ii) shares of preferred stock, common stock, rights or units as may be issued upon exercise of warrants registered hereby, as the case may be. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. Separate consideration may not be received for registered securities that are issuable upon the exercise, conversion or exchange of other securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2)The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3 under the Securities Act of 1933.
(3)Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum aggregate price of $50,000,000 registered hereunder are unsold securities (the “Unsold Securities”) previously covered by the registrant’s registration statement on Form S-3 (File No. 333-238882) which was initially filed with the Securities and Exchange Commission on June 2, 2020 and became effective on June 15, 2020 (the “Prior Registration Statement”), and are included in this registration statement. The registrant paid a filing fee of $6,490 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement) relating to the Unsold Securities under the Prior Registration Statement, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities under the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.