PishPosh (BABY) S-1/A IPO registration (amended)

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

REGISTRATION STATEMENT

(Form Type)

PISHPOSH, 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 (2)		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
	Equity	Common Stock, $0.000001 par value share (1)(2)		Rule 457(o)		249,392	$	5.00	$	1,246,960		0.00011020	$	137.41
	Equity	Underwriter’s Warrants (3)		Rule 457(g)		-		-		-		-		-
Fees to Be Paid	Equity	Common stock underlying Underwriter’s Warrants (4)(i)		Rule 457(g)		133,840	$	7.50	$	1,003,805		0.00011020	$	110.62
	Equity	Placement Agent’s Warrant		Rule 457(g)		-		-		-		-		-
	Equity	Common Stock issuable upon exercise of the Placement Agent’s Warrant (5)		Rule 457(a)		37,683		5.00	$	188,415		0.00011020		20.76
	Equity	Common Stock, $0.000001 par value share (1)(2)		Rule 457(o)		1,662,618	$	5.00	$	8,313,090		0.00011020	$	916.10
Fees  Previously  Paid	Equity	Common stock underlying Underwriter’s Warrants (4)(ii)		Rule 457(g)		249,392	$	6.25	$	1,558,700		0.00011020	$	171.77
	Equity	Common Stock, $0.000001 par value share (6)		Rule 457(c)		1,337,382	$	5.00	$	6,686,910		0.00011020	$	736.90
Carry Forward Securities
Carry  Forward  Securities	N/A	N/A		-		-				-						-		-		-		-
	Total Offering Amounts								$	17,439,180		0.00011020	$	1,921.80
	Total Fees Previously Paid												$	1,824.77
	Total Fee Offsets												$	0
	Net Fee Due												$	97.03

(1) In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”).

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(3) No fee required pursuant to Rule 457(g) under the Securities Act.

(4)

(i) Represents shares of Common Stock underlying one or more warrants (the “Representative’s Warrants”) issuable to the representative of the several underwriters to purchase up to an aggregate of 7% of the shares of Common Stock sold in the offering at an exercise price of 150% of the public offering price per share. The Representative’s Warrants will be exercisable upon issuance, will have a cashless exercise provision and will terminate five years from the commencement of sales of the public offering.

(ii) The Registrant previously reflected 249,392 shares of Common Stock underlying the Representative’s Warrants at an exercise price of 125% of the public offering price per share. The number of shares of Common Stock underlying the Representative’s Warrants have been reduced to 133,840 shares at an exercise price of 150% of the public offering price per share (see Note 4(i)). This Fee Table reflects the aggregate filing fee based on the reduced Representative’s Warrant at the revised exercise price and accounts for the fees previously paid in connection with the Representative’s Warrant.

(5) Represents warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 37,683 shares of Common Stock issued to Boustead Securities, LLC, our Placement Agent in connection with a prior private placement offering. The Placement Agent warrants are immediately exercisable at an exercise of $5 per share.  

(6) Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling stockholders of the Registrant of up to 1,387,382 shares of Common Stock previously issued to the selling stockholders as named in the Resale Prospectus. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended.