Calculation of Filing Fee Tables
FORM S-8
(Form Type)
ASCEND WELLNESS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title(1) | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A common stock, par value $0.001 per share | Other(2) | 20,000,000(3) | $0.61(2) | $12,200,000.00(2) | 0.0001102 | $1,344.44 |
| Equity | Class A common stock, par value $0.001 per share | Other(2) | 4,000,000(4) | $0.61(2) | $2,440,000.00(2) | 0.0001102 | $268.89 |
| Total Offering Amounts | | $14,640,000.00 | | |
| Total Fee Offsets | | | | $0.00 |
| Net Fee Due | | | | $1,613.33 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Class A common stock, par value $0.001 per share (the “Class A common stock”), of Ascend Wellness Holdings, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, spin-off or other similar transaction that results in an increase in the number of outstanding shares of Class A common stock. In addition, the Registration Statement registers the resale of shares of Class A common stock by certain selling securityholders identified in the Reoffer Prospectus included in and filed with the Registration Statement, for which no additional registration fee is required pursuant to Rule 457(h)(3) under the Securities Act.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the shares are calculated based on $0.61 per share, the average of the high and low prices of the Class A common stock, as reported on the OTCQX® Best Market on August 1, 2023, a date within five business days prior to the date of filing of this Registration Statement.
(3) Represents 20,000,000 additional shares of Class A common stock authorized for issuance under the Ascend Wellness Holdings, Inc. 2021 Stock Incentive Plan, as amended (the “2021 Plan”).
(4) Represents 4,000,000 shares of Class A common stock issuable upon vesting of restricted stock units granted to a newly hired employee outside of the Company’s equity incentive plans, including the 2021 Plan.
