Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
MARIZYME, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | Security Type | | Security Class Title | | Fee Calculation or Carry Forward Rule | | Amount Registered(1) | | | Proposed Maximum Offering Price Per Unit | | | Maximum Aggregate Offering Price | | | Fee Rate | | | Amount of Registration Fee | |
| Newly Registered Securities |
| Fees Previously Paid(2) | | Equity | | Shares of common stock, par value $0.001 per share(3) | | Rule 457(c) | | $ | 754,670,238(4) | | | $ | 0.075(4) | | | $ | 56,600,267.85(4) | | | | 0.00011020 | | | $ | 6,237.35(2)(5) |
| Fees to be Paid | | Equity | | Shares of common stock, par value $0.001 per share(6) | | Rule 457(c) | | $ | 160,401,019(7) | | | $ | 0.22(7) | | | $ | 35,288,224.18(7) | | | | 0.00014760 | | | $ | 5,208.54 | |
| | | Total Offering Amounts | | | | | | $ | 91,888,492.03 | | | | | | | $ | 11,445.89 | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | 2,679.40(2) | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | 3,557.95(5) |
| | | Net Fee Due | | | | | | | | | | | | | | $ | 5,208.54 | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering hereunder an indeterminate number of additional securities that may be issued and resold resulting from stock splits, stock dividends or similar transactions. |
| (2) | Fees of $2,679.40 were previously paid with respect to total fees due of $6,237.35 upon the initial filing of the Registration Statement on Form S-1 to which this exhibit is attached. |
| (3) | Consists of (1) 6,869,614 shares of Common Stock, (2) 172,232,367 shares of Common Stock issuable upon the conversion of certain 10% Secured Convertible Promissory Notes, (3) 372,115,965 shares of Common Stock issuable upon the exercise of certain Class C Common Stock Purchase Warrants with an exercise price of $0.10 per share of Common Stock; (4) 53,195,286 shares of Common Stock issuable upon the conversion of certain 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Notes; (5) 69,472,567 shares of Common Stock issuable upon the exercise of certain Class E Common Stock Purchase Warrants with an exercise price of $0.10 per share of Common Stock; (6) 65,722,567 shares of Common Stock issuable upon the exercise of certain Class F Common Stock Purchase Warrants with an exercise price of $0.20 per share of Common Stock; (7) 280,014 shares of Common Stock issuable upon the exercise of certain Placement Agent Warrants with an exercise price of $1.375 per share of Common Stock; (8) 9,524,052 shares of Common Stock issuable upon the exercise of certain Placement Agent Warrants with an exercise price of $0.10 per share of Common Stock; and (9) 5,257,806 shares of Common Stock issuable upon the exercise of certain Placement Agent Warrants with an exercise price of $0.20 per share of Common Stock. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the registrant’s stock, par value $0.001 per share (the “Common Stock”), reported on the OTCQB tier of OTC Markets Group, Inc. (“OTC”) on July 12, 2023, which date was a date within five business days of the initial filing of the Registration Statement on Form S-1 to which this exhibit is attached. |
| (5) | A total fee offset of $3,557.95 was credited with respect to total fees due of $6,237.35 upon the initial filing of the Registration Statement on Form S-1 to which this exhibit is attached. See Table 2 – Fee Offset Claims and Sources below. |
| (6) | Consists of (1) 7,101,710 shares of Common Stock, (2) 49,706,971 shares of Common Stock issuable upon the conversion of certain 10% Secured Convertible Promissory Notes, (3) 8,870,371 shares of Common Stock issuable upon the exercise of certain Class C Common Stock Purchase Warrants with an exercise price of $0.10 per share of Common Stock; (4) 12,964,148 shares of Common Stock issuable upon the conversion of certain 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Notes; (5) 15,073,635 shares of Common Stock issuable upon the exercise of certain Class E Common Stock Purchase Warrants with an exercise price of $0.10 per share of Common Stock; (6) 15,073,635 shares of Common Stock issuable upon the exercise of certain Class F Common Stock Purchase Warrants with an exercise price of $0.20 per share of Common Stock; (7) 50,404,658 shares of Common Stock issuable upon the exercise of certain Placement Agent Warrants with an exercise price of $0.10 per share of Common Stock; and (8) 1,205,891 shares of Common Stock issuable upon the exercise of certain Placement Agent Warrants with an exercise price of $0.20 per share of Common Stock. |
| (7) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Common Stock reported on the OTCQB tier of OTC on October 5, 2023, which date was a date within five business days of the filing of Amendment No. 1 to the Registration Statement on Form S-1 to which this exhibit is attached. |
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 | |
| Rule 457(p) |
| Fee Offset Claims | | Marizyme, Inc. | | S-1 | | 333-262697(1) | | February 14, 2022 | | | | $ | 3,557.95 | | | Equity | | Units, each unit consisting of (i) one share of common stock, par value $0.001 per share, and (ii) two warrants, each warrant exercisable for one share of common stock, par value $0.001 per share | | | | $ | 9,200,006 | | | | | |
| Fee Offset Claims | | Marizyme, Inc. | | S-1 | | 333-262697(1) | | February 14, 2022 | | | | $ | 3,557.95 | | | Equity | | Shares of common stock, par value $0.001 per share, underlying the warrants included in the units | | | | $ | 6,095,000 | | | | | |
| Fee Offset Claims | | Marizyme, Inc. | | S-1 | | 333-262697(1) | | February 14, 2022 | | | | $ | 3,557.95 | | | Equity | | Shares of common stock, par value $0.001 per share, underlying the warrants included in the units | | | | $ | 12,305,012 | | | | | |
| Fee Offset Claims | | Marizyme, Inc. | | S-1 | | 333-262697(1) | | February 14, 2022 | | | | $ | 3,557.95 | | | Equity | | Shares of common stock, par value $0.001 per share, underlying representative’s warrants to purchase shares of common stock, par value $0.001 per share | | | | $ | 552,001 | | | | | |
| Fee Offset Sources | | Marizyme, Inc. | | S-1 | | 333-262697(1) | | | | February 14, 2022 | | | | | | | | | | | | | | | | $ | 3,557.95 | |
| (1) | The registrant withdrew the registration statement on Form S-1, as amended (No. 333-262697), by filing a Form RW on April 21, 2023. The withdrawn registration statement on Form S-1, as amended (No. 333-262697), was not declared effective and no securities were sold thereunder. |
