Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-1
(Form Type)
Calidi Biotherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security | Security | Fee | Amount Registered(1) | Proposed | Maximum | Fee | Amount of | |||||||||||||||||||
Equity | Primary Offering Common Stock, $0.0001 par value | 457(c) | 11,500,000 | (3) | $ | 3.2151 | (2) | $ | 36,973,650.00 | .0001476 | $ | 5,457.31 | ||||||||||||||
Equity | Secondary Offering: Common Stock $0.0001 par value | 457(c) | 22,142,142 | (4) | $ | 3.2151 | (2) | $ | 71,189,200.74 | .0001476 | $ | 10,507.52 | ||||||||||||||
Warrants | Secondary Offering: Warrants to purchase Common Stock | 457(g) | 1,912,154 | (5) | — | — | — | (6) | ||||||||||||||||||
Total Offering Amount | $ | 108,162,850.74 | $ | 15,964.83 | ||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||
Net Fees Due | $ | 15,964.83 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. |
(2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price shown is the average of the high and low selling price of the common stock on October 3, 2023, as reported on the NYSE American. |
(3) | Represent Common Stock that may be issued upon the exercise of Warrants issued in the Company’s initial public offering. |
(4) | Represents 21,065,382 that may be resold by Selling Securityholders including up to 1,912,154 shares of common stock that may be issued upon the exercise of private placement warrants by the holders thereof and resold. |
(5) | Consist of 1,912,154 private placement warrants held by certain parties to Registration Rights Agreements. |
(6) | In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the warrants and there is no separate filing fee payable. |