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 Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price(1)(2) | Fee Rate | Amount of Registration Fee(5) | |||||||||||||||||||
| Fees to be paid | Equity | Units, each consisting of: | Other | — | — | — | — | — | ||||||||||||||||||
| Equity | (i) one share of common stock, par value $0.0001 per share (“Common Stock”), or one pre-funded warrant to purchase one share of Common Stock (“Pre-Funded Warrants”)(3)(4) | Rule 457(o) | — | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | |||||||||||||||||
| Equity | (ii) one Series A Warrant to purchase one share of Common Stock (“Series A Warrants”)(5) | Rule 457(g) | — | — | — | — | — | |||||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Series A Warrants | Rule 457(o) | — | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | |||||||||||||||||
| Equity | (iii) one Series B Warrant to purchase one Series B Unit (“Series B Warrants”), each Series B Unit consisting of:(5) | Rule 457(g) | — | — | — | — | — | |||||||||||||||||||
| Equity | (1) one share of Common Stock | Rule 457(o) | — | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | |||||||||||||||||
| Equity | (2) one Series B-1 Warrant to purchase one share of Common Stock (“Series B-1 Warrants”)(5) | Rule 457(g) | — | — | — | — | — | |||||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Series B-1 Warrant | Rule 457(o) | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | ||||||||||||||||||
| Equity | (iii) one Series C Warrant to purchase one Series C Unit, each Series C Unit consisting of: (5) | Rule 457(g) | — | — | — | — | — | |||||||||||||||||||
| Equity | (x) one share of Common Stock | Rule 457(o) | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | ||||||||||||||||||
| Equity | (y) one Series C-1 Warrant to purchase one share of Common Stock (“Series C-1 Warrants”)(5) | Rule 457(g) | — | — | — | — | — | |||||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Series C-1 Common Warrants | Rule 457(o) | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | ||||||||||||||||||
| Equity | Common Stock underlying Pre-Funded Warrants | Rule 457(o) | — | — | — | — | — | |||||||||||||||||||
| Equity | Placement Agent Warrants to purchase shares of Common Stock (“Placement Agent Warrants”)(5) | Rule 457(g) | — | — | $ | 400,000 | 147.60 per $1,000,000 | $ | 59.04 | |||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Placement Agent Warrants | Rule 457(o) | — | — | — | — | — | |||||||||||||||||||
| Fees previously paid | Equity | Units, each consisting of: | Other | — | — | — | — | — | ||||||||||||||||||
| Equity | (i) one share of common stock, par value $0.0001 per share (“Common Stock”), or one pre-funded warrant to purchase one share of Common Stock (“Pre-Funded Warrants”)(3)(4) | Rule 457(o) | — | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | |||||||||||||||||
| Equity | (ii) one Series A Warrant to purchase one share of Common Stock (“Series A Warrants”)(5) | Rule 457(g) | — | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | |||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Series A Warrants | Rule 457(o) | — | — | — | — | — | |||||||||||||||||||
| Equity | (iii) one Series B Warrant to purchase one Series B Unit (“Series B Warrants”), each Series B Unit consisting of:(5) | Rule 457(g) | — | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | |||||||||||||||||
| Equity | (1) one share of Common Stock | Rule 457(o) | — | — | — | — | — | |||||||||||||||||||
| Equity | (2) one Series C Warrant to purchase one share of Common Stock (“Series C Warrants”)(5) | Rule 457(g) | — | $ | 8,000,000 | 147.60 per $1,000,000 | $ | 1,180.80 | ||||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Series C Common Warrants | Rule 457(o) | — | — | — | — | ||||||||||||||||||||
| Equity | Common Stock underlying Pre-Funded Warrants | Rule 457(o) | — | — | — | — | — | |||||||||||||||||||
| Equity | Placement Agent Warrants to purchase shares of Common Stock (“Placement Agent Warrants”)(5) | Rule 457(g) | — | — | $ | 400,000 | 147.60 per $1,000,000 | $ | 59.04 | |||||||||||||||||
| Equity | Common Stock issuable upon exercise of the Placement Agent Warrants | Rule 457(o) | — | — | — | — | — | |||||||||||||||||||
| Total Offering Amount | $ | 48,400,000 | $ | 7,143.84 | ||||||||||||||||||||||
| Total Fees Previously Paid | $ | 4,782.24 | ||||||||||||||||||||||||
| Net Fee Due | $ | 2,361.60 | ||||||||||||||||||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant Rule 457(o) under the Securities Act. | |
| (3) | The proposed maximum aggregate offering price of the shares of Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants offered and sold in the offering (plus the aggregate exercise price of the shares of common stock issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the shares of Common Stock and Pre-Funded Warrants (including shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $8,000,000. | |
| (4) | The registrant may issue pre-funded warrants to purchase shares of common stock in the offering. The purchase price of each pre-funded warrant and accompanying Series A Warrant. Series B Warrant and Series C Unit will equal the price per share at which common stock units comprising shares of common stock and accompanying Series A Warrant, Series B Warrant and Series C Unit are being sold to the public in this offering, minus the pre-funded portion of the exercise price. | |
| (5) | No separate fee is required pursuant to Rule 457(g) under the Securities Act. | |
| (6) | An aggregate total registration fee of $4,782.24 has previously been paid in connection with the filing of the initial Registration Statement with the Securities and Exchange Commission on January 29, 2024, and Amendment No. 2 to the Registration Statement on April 1, 2024. The total amount of the calculated registration fee before subtraction of all total fees previously paid is $7,143.84. Accordingly, $2,364.60 shall be paid with this Amendment No. 4 to the Registration Statement. |