Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
CERo Therapeutics Holdings, Inc.
(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 | | | Maximum
Aggregate
Offering
Price | | | 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, par value $0.0001 per share | | 457(c) | | | 26,619,050 | (2) | | $ | 1.835 | (3) | | $ | 48,845,956.75 | | | | 0.0001476 | | | $ | 7,209.67 | | | | | | | | | | | | | | | | | |
| Carry Forward Securities | |
| Carry Forward Securities | | — | | — | | — | | | — | | | | | | | | — | | | | | | | | | | | | — | | | | — | | | | — | | | | — | |
| | | Total Offering Amounts | | | | | | | $ | 48,845,956.75 | | | | | | | $ | 7,209.67 | | | | | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | | | | | | | $ | 7,209.67 | | | | | | | | | | | | | | | | | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereby such indeterminate number of additional shares of common stock, par value $0.0001 per share (“Common Stock”), of CERo Therapeutics Holdings, Inc. (the “Company”) as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. |
| (2) | Includes (i) 25,000,000 shares of Common Stock that the Company may elect, in its sole discretion, to issue and sell to Keystone Capital Partners, LLC (“Keystone”) pursuant to a Common Stock Purchase Agreement, dated as of February 14, 2024, by and between the Company and Keystone (the “Keystone Purchase Agreement”) and 619,050 shares of Common Stock that have been or will be issued to Keystone as consideration for it entering into the Keystone Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share); and (ii) 1,000,000 shares of Common Stock that will be issued to Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 – SPC #13 (“Arena”), pursuant to the Purchase Agreement, dated as of February 23, 2024, by and between the Company and Arena (the “Arena Agreement”), as consideration for its execution and delivery of the Arena Agreement (assuming the shares are sold at a price of $1.00 per share). |
| (3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of Common Stock on the Nasdaq Global Market on April 5, 2024. This calculation is in accordance with Rule 457(c) of the Securities Act. |
Table 2: Fee Offset Claims and Sources
N/A
Table 3: Combined Prospectuses
N/A
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