CERo Therapeutics (CERO) S-1/A IPO registration (amended)

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)		57,670,954	(3)	$	0.0872	(2)	$	5,028,907.19		0.00015310	$	769.93
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share		457(c)		9,182,934	(4)	$	0.0872	(2)	$	800,751.84		0.00015310	$	122.60
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share		457(c)		70,739,367	(5)	$	0.0872	(2)	$	6,168,472.80		0.00015310	$	944.39
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share		457(c)		436,683,678	(6)	$	0.0872	(2)	$	38,078,816.72		0.00015310	$	5,829.87
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share		457(c)		250,000	(7)	$	0.0872	(2)	$	21,800.00		0.00015310	$	3.34
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share, underlying Warrants		457(c)		8,175,166	(8)	$	0.0872	(2)	$	712,874.48		0.00015310	$	109.14
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share, underlying Warrants		457(c)		55,861,651	(9)	$	0.0872	(2)	$	4,871,135.97		0.00015310	$	745.77
Carry Forward Securities
Carry Forward Securities	—		—		—		—						—						—		—		—		—
	Total Offering Amounts											$	55,682,759.00			$	8,525.04
	Total Fees Previously Paid															$	8,525.04
	Total Fee Offsets																—
	Net Fee Due															$	—

(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 October 17, 2024. This calculation is in accordance with Rule 457(c) of the Securities Act.
(3)	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”).
(4)	Represents shares of Common Stock issuable upon the conversion of shares of our Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), purchased by certain investors pursuant to the Securities Purchase Agreement, dated as of March 29, 2024, by and among us and such investors.
(5)	Represents shares of Common Stock issued upon the conversion of shares of our Series A Preferred Stock and Series B Preferred Stock, at effective conversion prices ranging from $0.0647 to $0.2024.
(6)	Represents shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, par value $0.0001 per share, purchased by certain investors pursuant to the Securities Purchase Agreement, dated as of September 25, 2024, by and among us and such investors (the “Third Securities Purchase Agreement”).
(7)	Represents shares of Common Stock issued to a stockholder in a reallocation of shares in connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated as of June 4, 2023, as amended by Amendment No. 1, dated February 5, 2024 and Amendment No. 2, dated February 13, 2024, by and between Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc.
(8)	Represents shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Common Stock, which were sold to certain investors pursuant to the Third Securities Purchase Agreement.
(9)	Represents shares of Common Stock issuable upon the exercise of outstanding warrants to purchase shares of our Series A Preferred Stock, which were 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.