Exhibit 107
Calculation of Filing Fee Tables
Form S-3
Zion Oil & Gas, 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 | 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 Paid | Equity | Common stock, par value $0.01 per share | (1) | (1) | (1) | (1) | (1) | (1) | ||||
Fees to be Paid | Debt | Debt Securities | (1) | (1) | (1) | (1) | (1) | (1) | ||||
Fees to be Paid | Other | Warrants | (1) | (1) | (1) | (1) | (1) | (1) | ||||
Fees to be Paid | Other | Units(2) | (1) | (1) | (1) | (1) | (1) | (1) | ||||
Fees to be Paid | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | (1) | (1) | 300,000,000 (3) | 0.00015310 | 45,930.00 | ||||
Fees Previously Paid | Equity | Common stock, par value $0.01 per share | ||||||||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | Equity | Common stock, par value $0.01 per share | Rule 415(a)(6) | 319,437,872 | S-3 S-3/A | 333-261452 | 12/15/2021 | 25,126.33 | ||||
Carry Forward Securities | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Rule 415(a)(6) | 300,000,000 | 0.0000927 | 25,126.33 | S-3 S-3/A | 333-261452 | 12/15/2021 | 25,126.33 | ||
Total Offering Amounts | 300,000,000 | 45,930.00 | |||||||
Total Fees Previously Paid | 25,126.33 | ||||||||
Total Fee Offsets | |||||||||
Net Fee Due | 20,803.67 |
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 | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |
Rules 457(o) | |||||||||||
Fee Offset Claims | S-3 S-3/A | 333-261452 | 12/01/2021 12/10/2021 | 25,126.33 | |||||||
Fee Offset Sources | Zion Oil & Gas, Inc. | S-3 S-3/A | 333-261452 | 12/01/2021 12/10/2021 | 25,126.33 | ||||||
(1) | Pursuant to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3, this information is not required to be included. An indeterminate amount of the securities of the identified class is being registered as may from time to time be offered under this registration statement at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold under this registration statement, as shall have an aggregate initial offering price up to $300,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. In addition, the total amount to be registered and the proposed maximum offering price are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
(2) | Each unit will represent an interest in a combination of one or more securities registered under this registration statement including shares of common stock, debt securities, warrants or units, in any combination, which may or may not be separable from one another. |
(3) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $362,377,888 of unsold securities (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-261452) initially filed with the U.S. Securities and Exchange Commission on December 1, 2021 with Form S-3/A filed on December 10, 2021 and declared effective on December 15, 2021 (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $25,126.33 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The filing fee associated with the offering of the Unsold Securities is hereby carried forward to be applied to the Unsold Securities registered hereunder, 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 pursuant to 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, if any, to be registered on this Registration Statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
