Exhibit 107
Calculation of Filing Fee Table
Form F-3
(Form Type)
NeuroSense Therapeutics Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | Security
Type | | Security Class Title | | Fee
Calculation
Rule | | Amount
Registered(1) | | | Proposed
Maximum
Offering
Price Per
Share | | | Maximum
Aggregate
Offering
Price | | | Fee Rate | | | Amount of
Registration
Fee | |
| Fees to be Paid | | Equity | | Ordinary shares, no par value per share(3) | | 457(c) | | | 103,729 | (2) | | $ | 1.12 | (3) | | $ | 116,176.480 | | | | 0.0001531 | | | $ | 17.79 | |
| | | Equity | | Ordinary shares, no par value per share, underlying Ordinary Warrants | | 457(g) | | | 3,520,000 | (4) | | | 1.25 | (6) | | $ | 4,400,000.000 | | | | 0.0001531 | | | $ | 673.64 | |
| | | Equity | | Ordinary Warrants to purchase ordinary shares, no par value per share(5) | | 457(g) | | | 3,520,000 | | | | — | | | | — | | | | — | | | | — | |
| | | Equity | | Ordinary shares, no par value per share, underlying Pre-Funded Warrants | | 457(g) | | | 1,656,271 | (7) | | $ | 1.2499 | (8) | | $ | 2,070,322.19 | | | | 0.0001531 | | | $ | 316.97 | |
| | | Equity | | Pre-Funded Warrants to purchase ordinary shares, no par value per share(5) | | 457(g) | | | 1,656,271 | | | | — | | | | — | | | | | | | | | |
| | | Total Offering Amounts | | | 5,280,000 | | | | — | | | $ | 6,586,498.67 | | | | — | | | $ | 1,008.39 | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | | | $ | — | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | | | $ | — | |
| | | Net Fee Due | | | | | | | | | | | | | | | | | | $ | 1,008.39 | |
| (1) | Pursuant to Rule 416(a) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder also include such indeterminable number of additional securities as may from time to time be issued after the date hereof as a result of stock splits, stock dividends, recapitalizations or similar transactions. |
| (2) | Represents 103,729 ordinary shares, no par value per share (the “Ordinary Shares”), of NeuroSense Therapeutics Ltd. (the “Company”), issued in a private placement to the selling shareholder identified in the registration of which this exhibit forms a part. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act, as amended, based on the average of the equivalent high and low sales prices of the Ordinary Shares on the Nasdaq Capital Market on December 23, 2024. |
| | |
| (4) | Represents 3,520,000 Ordinary Shares issuable upon exercise of warrants to purchase Ordinary Shares at an exercise price of $1.25 per Ordinary Share (the “Ordinary Warrants”) issued in a private placement to the selling shareholder identified in the registration of which this exhibit forms a part. |
| | |
| (5) | In accordance with Rule 457(g) and consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the entire registration fee for the Ordinary Warrants and Pre-Funded Warrants (as defined below and together with the Ordinary Warrants, the “Warrants”) is allocated to the Ordinary Shares underlying the Warrants, and no separate fee is payable for the Warrants. |
| (6) | Calculated pursuant to Rule 457(g) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, based on the exercise price of the Ordinary Warrants of $1.25. |
| | |
| (7) | Represents 1,656,271 Ordinary Shares issuable upon exercise of pre-funded warrants to purchase Ordinary Shares at an exercise price of $0.0001 per Ordinary Share (the “Pre-Funded Warrants”) issued in a private placement to the selling shareholder identified in the registration of which this exhibit forms a part. |
| | |
| (8) | Calculated pursuant to Rule 457(g) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, based on the the price at which the warrants or rights or securities subject thereto are to be offered to the public. |
