Exhibit 107
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | | Shares to be Registered(1) | | | Proposed Maximum Offering Price Per Share | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee(4) | |
| Primary Offering: | | | | | | | | | | | | | | | | |
| Common Stock, par value $0.001 per share | | | 50,000,000 | | | | $ 3.00 | (2) | | $ | 150,000,000 | | | $ | 22,140.00 | |
| Common stock, par value $0.001 per share, held by Selling Shareholders (3) | | | 5,110,128 | | | $ | 0.77 | | | $ | 3,934,799 | | | $ | 580.78 | |
| Common stock issuable upon conversion of convertible promissory notes | | | 396,789 | | | $ | 4.5875 | | | $ | 1,820,269.54 | | | $ | 268.67 | |
| Common stock issuable upon exercise of warrants issued in connection with convertible promissory notes (5) | | | 463,937 | | | $ | 4.5875 | | | $ | 2,128,310.99 | | | $ | 314.14 | |
| | | | | | | | | | | | | | | | | |
| Total | | | 55,970,854 | | | | | | | $ | 157,883,379.53 | | | $ | 23,303.59 | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is also registering an indeterminate number of additional shares of common stock, par value $0.001 per share (the “Common Stock”), that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(i) under the Securities Act. The price per share is based upon the sales price of two dollars ($3.00) per share of Common Stock. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of the Common Stock on August 29, 2024, as reported on The Nasdaq Global Market. |
| (4) | Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00014760. |
| (5) | Calculated by number of outstanding warrants by the maximum exercise price of $4.5875 those warrants held by certain Selling Shareholders. |
| | | Registrant or Filer Name | | Form or Filing Type | | File Number | | Initial Filing Date | | Filing Date | | Fee Offset Claimed (1) | | | 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 | | Lottery.com Inc. | | S-3 | | 333-277027 | | February 13, 2024 | | | | $ | 17,000 (1) | | | Equity | | | Class A Common Stock par value $0.001 per share | | | | 50,000,000 | | | $ | 157,883,379.53 | | | |
| Fee Offset Sources | | Lottery.com Inc. | | S-1 | | 333-277027 | | | | September 4, 2024 | | | | | | | | | | | | | | | | | | | $ | 17,000 (1) |
(1) On February 13, 2024, the Company filed a registration statement on Form S-3 (File No. 333-277027; the “Prior Registration Statement”). In connection with the Prior Registration Statement, the Company paid a registration fee of $17,000.00. On February 26, 2024, the U.S. Securities and Exchange Commission (the “SEC”) requested that the Company amend to register its offering on Form S-1, pursuant to which the Company has amended and is prepared to file. The Company has completed and is ready to file an S-1. As a result, $17,000.00 (the “Unused Fees”) in previously paid fees remain available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the registrant hereby applies $17,000 of the Unused Fees to offset the filing fee payable in connection with this filing.
