Exhibit 107
Calculation of Filing Fee Tables
S-1
PolarityTE, Inc.
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(1)(2) | | | Fee Rate | | Amount of Registration Fee | | Carry Forward Form Type | | | Carry Forward File Number | | | Carry Forward Initial Effective Date | | | Filing Fee Paid In Connection with Unsold Securities to be Carried Forward |
| | | | | | | | | | Newly Registered Securities | | | | | | | | | | | | | | |
Fees to Be Paid | | | Equity | | | Common Stock | | | 457 | (o) | | - | | | - | | | $ | 15,000,000 | | | $ | 110.20 per $1,000,000 | | $ | 1,653.00 | | | | | | | | | | | | | | |
| | | Equity | | | Pre-Funded Warrants(3)(4) | | | Other | | | - | | | - | | | | - | | | $ | 110.20 per $1,000,000 | | | - | | | | | | | | | | | | | | |
| | | Equity | | | Common Warrants(4) | | | Other | | | - | | | - | | | | - | | | $ | 110.20 per $1,000,000 | | | - | | | | | | | | | | | | | | |
| | | Equity | | | Underwriter Warrants(4) | | | Other | | | - | | | - | | | | - | | | $ | 110.20 per $1,000,000 | | | - | | | | | | | | | | | | | | |
| | | Equity | | | Common Stock underlying Common Warrants | | | 457 | (o) | | - | | | - | | | $ | 15,000,000 | | | $ | 110.20 per $1,000,000 | | $ | 1,653.00 | | | | | | | | | | | | | | |
| | | Equity | | | Common Stock underlying Pre-Funded Warrants | | | 457 | (o) | | - | | | - | | | | (3 | ) | | $ | 110.20 per $1,000,000 | | | (3) | | | | | | | | | | | | | | |
| | | Equity | | | Common Stock underlying Underwriter Warrants | | | 457 | (o) | | - | | | - | | | $ | 1,050,000 | | | $ | 110.20 per $1,000,000 | | $ | 115.71 | | | | | | | | | | | | | | |
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| | | | | | | | | | | | Carry Forward Securities | | | | | | | | | | | | | | | | | | | | | |
Carry Forward Securities | | | - | | | - | | | - | | | - | | | - | | | | - | | | | | | | - | | | - | | | | - | | | | - | | | - |
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| | | | | | Total Offering Amounts | | | | | | | | | $ | 31,050,000 | | | | | | $ | 3,421.71 | | | | | | | | | | | | | | |
| | | | | | Total Fees Previously Paid | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | |
| | | | | | Total Fee Offsets | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | |
| | | | | | Net Fee Due | | | | | | | | | | | | | | | | $ | 3,421.71 | | | | | | | | | | | | | | |
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers such additional shares of the common stock, par value $0.001 per share (the “Common Stock”) of the registrant, as may be issued to prevent dilution from stock splits, stock dividends, and similar transactions.
(3) The proposed maximum aggregate offering price of the common stock will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Stock and Pre-Funded Warrants (including the Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $15,000,000.00.
(4) Pursuant to Rule 457(g) of the Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Common Stock issuable upon exercise of the warrants.
Table 2: Fee Offset Claims and Sources
| | Registrant or Filer Name | | | Form or Filing Type | | | File Number | | | Initial Filing Date | | Filing Date | | | Fee Offset Claimed | | | Security Type Associated with Fee Offset Claimed | | | Security Title Associated with Fee Offset Claimed | | | Unsold Securities Associated with Fee Offset Claimed | | | Aggregate Offering Amount Associated with Fee Offset Claimed | | | Fee Paid with Fee Offset Source | |
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Fee Offset Claims | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fee Offset Sources | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | Rule 457(p) | | | | | | | | | | | | | | | | | | | | | | | | | |
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Fee Offset Claims | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fee Offset Sources | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Table 3: Combined Prospectuses
Security Type | | Security Class Title | | | Amount of Securities Previously Registered | | | Maximum Aggregate Offering Price of Securities Previously Registered | | | Form Type | | | File Number | | | Initial Effective Date | |
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