Exhibit 107.1
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Blue Star Foods Corp.
(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 (2) | | | 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 | |
Fees to be Paid | | Equity | | Common stock, $0.0001 par value per share | | | Rule 457(c) | | | | 3,833,333 | (3) | | $ | 1.59 | | | $ | 6,094,999.47 | | | | .0000927 | | | $ | 565.00 | | | | | | | | | | | | | | | | | |
| | Equity | | Common stock, $0.0001 par value per share | | | Rule 457(c) | | | | 1,000,000 | (4) | | $ | 1.59 | | | $ | 1,590,000 | | | | .0000927 | | | $ | 147.39 | | | | | | | | | | | | | | | | | |
Fees Previously Paid | | Equity | | Common stock, $0.0001 par value per share | | | Rule 457(c) | | | | 3,833,333 | (3) | | $ | 1.55 | | | $ | 5,941,666.15 | | | | .0000927 | | | $ | 550.79 | | | | | | | | | | | | | | | | | |
| | Equity | | Common stock, $0.0001 par value per share | | | Rule 457(c) | | | | 1,000,000 | (4) | | $ | 1.55 | | | $ | 1,550,000 | | | | .0000927 | | | $ | 143.69 | | | | | | | | | | | | | | | | | |
Carry Forward Securities | |
Carry Forward Securities | | — | | — | | | — | | | | — | | | | | | | | — | | | | | | | | | | | | — | | | | — | | | | — | | | | — | |
| | Total Offering Amounts | | | | | | | $ | 7,684,999.47 | | | | | | | $ | 712.39 | | | | | | | | | | | | | | | | | |
| | Total Fees Previously Paid | | | | | | | | | | | | | | | $ | 694.48 | | | | | | | | | | | | | | | | | |
| | Total Fee Offsets | | | | | | | | | | | | | | | $ | 0 | | | | | | | | | | | | | | | | | |
| | Net Fee Due | | | | | | | | | | | | | | | $ | 17.91 | | | | | | | | | | | | | | | | | |
(1) | Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of our common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
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(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, as amended, based on the average of the high and low reported trading prices of the registrant’s common stock as reported on the NASDAQ Capital Market on June 8, 2022. |
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(3) | Represents up to 3,833,333 shares of common stock issuable in connection with the conversion or repayment of the outstanding principal balance of the Senior Secured Convertible Promissory Note in the original principal amount of $5,750,000 issued by the Company to Lind Global Fund II LP (“Lind”) on January 24, 2022 (the “Lind Note”), pursuant to which (i) the Company may repay Lind in shares of its common stock in lieu of $5,750,000 in aggregate cash payments at a price per share based on 90% of the 5 lowest VWAPs during the 20 days prior to the payment date with a floor price of $1.50 per share and (ii) Lind may convert the outstanding principal balance of the Lind Note into shares of our common stock at a conversion price of $5.00 per share. |
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(4) | Represents up to 1,000,000 shares of common stock issuable upon the exercise of a five-year Common Stock Purchase Warrant granted by the Company to Lind on January 24, 2022 at an exercise price of $4.50 per share. |