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) | | | | 2,055,709 | (3) | $ | 1.39 | (2) | $ | 2,857,435.51 | | | | 0.0001476 | | | $ | 421.76 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share | | | | 457(c) | | | | 20,080,000 | (4) | $ | 1.39 | (2) | $ | 27,911,200.00 | | | | 0.0001476 | | | $ | 4,119.70 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share | | | | 457(c) | | | | 1,252,000 | (5) | $ | 1.39 | (2) | $ | 1,740,280.00 | | | | 0.0001476 | | | $ | 256.87 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share | | | | 457(c) | | | | 3,171,246 | (6) | $ | 1.39 | (2) | $ | 4,408,031.94 | | | | 0.0001476 | | | $ | 650.63 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share | | | | 457(c) | | | | 1,000,000 | (7) | $ | 1.39 | (2) | $ | 1,390,000.00 | | | | 0.0001476 | | | $ | 205.17 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share | | | | 457(c) | | | | 185,004 | (8) | $ | 1.39 | (2) | $ | 257,155.56 | | | | 0.0001476 | | | $ | 37.96 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share | | | | 457(c) | | | | 1,649,500 | (9) | $ | 1.39 | (2) | $ | 2,292,805.00 | | | | 0.0001476 | | | $ | 338.42 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share, underlying Warrants | | | | 457(c) | | | | 324,999 | (10) | $ | 1.39 | (2) | $ | 451,748.61 | | | | 0.0001476 | | | $ | 66.68 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share, underlying Warrants | | | | 457(c) | | | | 612,746 | (11) | $ | 1.39 | (2) | $ | 851,716.94 | | | | 0.0001476 | | | $ | 125.72 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share, underlying Warrants | | | | 457(c) | | | | 5,000,000 | (12) | $ | 1.39 | (2) | $ | 6,950,000.00 | | | | 0.0001476 | | | $ | 1,025.82 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share, underlying Warrants | | | | 457(c) | | | | 442,500 | (13) | $ | 1.39 | (2) | $ | 615,075.00 | | | | 0.0001476 | | | $ | 90.79 | | | | | | | | | | | | | | | | | |
Fees to Be
Paid | | Equity | | | Common Stock, par value $0.0001 per share, underlying Warrants | | | | 457(c) | | | | 8,750,000 | (14) | $ | 1.39 | (2) | $ | 12,162,500.00 | | | | 0.0001476 | | | $ | 1,795.19 | | | | | | | | | | | | | | | | | |
| Carry Forward Securities |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Carry
Forward
Securities | | — | | | — | | | | — | | | | — | | | | | | — | | | | | | | | | | | | — | | | | — | | | | — | | | | — | |
| | | Total Offering Amounts | | | $ | 61,887,948.56 | | | | | | | $ | 9,134.71 | | | | | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | | | $ | 9,134.71 | | | | | | | | | | | | | | | | | |
| (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) | 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 May 3, 2024. This calculation is in accordance with Rule 457(c) of the Securities Act. |
| (3) | Represents shares of Common Stock issued to certain selling securityholders for their portion of the merger consideration in connection with the consummation of the business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of June 4, 2023, as amended from time to time, by and among CERo Therapeutics, Inc. (“Legacy CERo”), Phoenix Biotech Acquisition Corp. (“PBAX”) and PBCE Merger Sub, Inc. |
| (4) | Represents shares of Common Stock issuable upon the conversion of shares of our Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), purchased by certain investors pursuant to the Amended and Restated Securities Purchase Agreement, dated as of February 14, 2024, by and among Legacy CERo, PBAX and such investors (the “First Securities Purchase Agreement”). |
| (5) | Represents shares of Common Stock issuable upon the conversion of shares of our Series B Preferred Stock, par value $0.0001 per share, purchased by certain investors pursuant to the Securities Purchase Agreement, dated as of March 29, 2024, by and among us and such investors. |
| (6) | Represents shares of Common Stock initially issued to Phoenix Biotech Sponsor, LLC (the “Sponsor”) and distributed to its members in a distribution-in-kind immediately prior to the Business Combination. |
| (7) | Represents shares of Common Stock issued to the Sponsor, which are subject to forfeiture upon the vesting of the certain earnout shares. |
| (8) | Represents shares of Common Stock issued to certain investors other than the Sponsor in a private placement concurrently with PBAX’s initial public offering. |
| (9) | Represents shares of our Common Stock issued to certain third-party vendors and service providers. |
| (10) | Represents shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Common Stock that were converted from Legacy CERo warrants in connection with the Business Combination. |
| (11) | Represents shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Common Stock sold to certain investors pursuant to the First Securities Purchase Agreement. |
| (12) | Represents shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Series A Preferred Stock sold to certain investors pursuant to the First Securities Purchase Agreement and conversion of the underlying shares of Series A Preferred Stock into Common Stock. |
| (13) | Represents shares of Common Stock issuable upon the exercise of private placement warrants to purchase shares of our Common Stock, at an exercise price of $11.50 per share, that were originally sold in a private placement concurrently with PBAX’s initial public offering. |
| (14) | Represents shares of Common Stock issuable upon the exercise of public warrants to purchase shares of Common Stock, at an exercise price of $11.50 per share, that were originally issued in PBAX’s initial public offering. |
Table 2: Fee Offset Claims and Sources
N/A
Table 3: Combined Prospectuses
N/A
