Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
XWELL, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1)(2) | Proposed Maximum Offering Price Per Security(3)(4) | Maximum Aggregate Offering Price(4) | Fee Rate | Amount of Registration Fee | |||||||
| Equity | Common Stock, $0.01 par value per share | 457(o) | — | $— | $— | $110.20 per $1,000,000 | $— | |||||||
| Equity | Preferred Stock, $0.01 par value per share | 457(o) | — | $— | $— | $110.20 per $1,000,000 | $— | |||||||
| Debt | Debt Securities | 457(o) | — | $— | $— | $110.20 per $1,000,000 | $— | |||||||
| Debt Convertible into Equity | Warrants | 457(o) | — | $— | $— | $110.20 per $1,000,000 | $— | |||||||
| Other | Rights | 457(o) | — | $— | $— | $110.20 per $1,000,000 | $— | |||||||
| Equity | Units | 457(o) | — | $— | $— | $110.20 per $1,000,000 | $— | |||||||
| Total Offering Amounts | $200,000,000 | $22,040.00 | ||||||||||||
| Total Fees Previously Paid | — | |||||||||||||
| Total Fee Offsets | $13,461.94 | |||||||||||||
| Net Fee Due | $8,578.06 | |||||||||||||
| (1) | The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or debt securities, (e) rights to purchase common stock, preferred stock, debt securities, warrants or units consisting of some or all of these securities of the registrant, and (f) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. |
| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions. |
| (3) | The proposed maximum offering price per security and 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 General Instruction II.D of Form S 3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units. |
| (4) | Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $200,000,000. |
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 | ||
| Fee Offset Claims | XWELL, Inc. | S-3 | 333-240084 | 7/24/2020 | $13,461.94 (1) | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | $103,712,949.89 (1) | |||
| Fee Offset Sources | XWELL, Inc. | S-3 | 333-240084 | 7/24/2020 | $13,461.94 (1) | |||||||
| (1) | The registrant has previously registered the offer and sale of $200,000,000 of securities pursuant to a universal shelf Registration Statement on Form S-3 (File No. 333-240084), filed with the Securities and Exchange Commission on July 24, 2020, and was declared effective by the Securities and Exchange Commission on August 5, 2020 (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant made a contemporaneous fee payment in the amount of $25,960. Of the $200,000,000 of securities registered under the Prior Registration Statement, $103,712,949.89 of the securities remain unsold (the “Unsold Securities”). Pursuant to Rule 457(p) under the Securities Act, the registration fee of $13,461.94 that has already been paid and remains unused with respect to the Unsold Securities is offset against the registration fee of $22,040 due for this offering. The registrant is withdrawing the unsold securities from the Prior Registration Statement. |
Table 3: Combined Prospectuses
N/A
