Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Castellum, 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 | Maximum Aggregate Offering Price (1) (2) | 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 (3) | 457 | (o) | $ | 14,720,000 | $92.70 per $1,000,000 | $ | 1,365 | |||||||||||||||||||||
Equity | Underwriter Warrants (4) | 457 | (g) | - | $92.70 per $1,000,000 | - | |||||||||||||||||||||||
Equity | Common Stock issuable upon exercise of Underwriter Warrants (5) | 457 | (g) | $ | 441,600 | $92.70 per $1,000,000 | $ | 41 | |||||||||||||||||||||
Equity | Common Stock to be sold by the Security Holders (6) | 457 | (c) | $ | 8,875,000 | $92.70 per $1,000,000 | $ | 823 |
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ||||||||||||
Total Offering Amounts | $ | 24,036,600 | $ | 2,228.19 | ||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets | ||||||||||||
Net Fee Due | $ | 2,228.19 |
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). |
(2) | Includes Common Stock to cover the exercise of the over-allotment option granted to the underwriter. |
(3) | Pursuant to Rule 416 of the Securities Act, the shares of common stock registered hereby also includes an indeterminable number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. |
(4) | In accordance with Rule 457(g) under the Securities Act, because the Common Stock underlying the Representative Warrants are registered no registration fee is required with respect to the Warrants registered hereby. |
(5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants, or the Underwriter Warrants, are exercisable at a per share exercise price equal to 115% of the public offering price. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Underwriter Warrants is equal to 115% of $384,000 (which is equal to 3% of $12,800,000 (which amount excludes shares of common stock sold to cover over-allotments, if any)). |
(6) | In accordance with Rule 457(c) under the Securities Act, the aggregate offering price for the shares to be sold by the Security Holders is calculated based on a price of $4.80 (the $0.24 average of the high and low prices reported on the OTC Pink marketplace for August 31, 2022 adjusted for the proposed 1-20 Reverse Stock Split). |
2,218,750 shares of common stock * $4.80 = $8,875,000