Calculation of Filing Fee Tables
Form S-3
(Form Type)
DLH Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | 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, $0.001 par value per share | Rule
457(o) | (1) | (2) | (2) | | | | | | |
| Fees to Be Paid | Equity | Preferred Stock, $0.10 par value per share | Rule
457(o) | (1) | (2) | (2) | | | | | | |
| Fees to Be Paid | Other | Warrants | Rule
457(o) | (1) | (2) | (2) | | | | | | |
| Fees to Be Paid | Other | Rights | Rule
457(o) | (1) | (2) | (2) | | | | | | |
| Fees to Be Paid | Other | Units | Rule
457(o) | (1) | (2) | (2) | | | | | | |
| Fees to Be Paid | Unallocated
(Universal)
Shelf | N.A. | Rule
457(o) | N.A. | N.A. | $100,000,000 | 0.00011020 | $11,020 | | | | |
| Fees to Be Paid | Total Registration Fee: | | | | $11,020 | | | | |
| Carry Forward Securities |
Carry Forward Securities | Equity | Common Stock, $0.001 par value per share | Rule 415(a)(6) | | | | | | | | | |
| Carry Forward Securities | Equity | Preferred Stock, $0.10 par value per share | Rule 415(a)(6) | | | | | | | | | |
| Carry Forward Securities | Other | Warrants | Rule 415(a)(6) | | | | | | | | | |
| Carry Forward Securities | Other | Rights | Rule 415(a)(6) | | | | | | | | | |
| Carry Forward Securities | Other | Units | Rule 415(a)(6) | | | | | | | | | |
| Carry Forward Securities | Unallocated
(Universal)
Shelf | N.A. | Rule 415(a)(6) | N.A. | N.A. | $50,000,000(3) | 0.0001298 | N.A. | S-3 | 333-238882 | June 15, 2020 | $6,490 |
| Total Offering Amounts | | $100,000,000 | | $11,020 | | | | |
| Total Fees Previously Paid | | | | $6,490 | | | | |
| Total Fee Offsets | | | | $0 | | | | |
| Net Fee Due | | | | $4,530 | | | | |
______________
(1)Estimated solely for purposes of computing the registration fee pursuant to Rule 457(o) under the Securities Act. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this registration statement exceed $100,000,000. An indeterminate amount of common stock, preferred stock, warrants, rights and/or units is being registered as may from time to time be offered under this registration statement at indeterminate prices, as shall have an aggregate initial offering price not to exceed
$100,000,000. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable preferred stock registered hereby, or (ii) shares of preferred stock, common stock, rights or units as may be issued upon exercise of warrants registered hereby, as the case may be. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. Separate consideration may not be received for registered securities that are issuable upon the exercise, conversion or exchange of other securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2)The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3 under the Securities Act of 1933.
(3)Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum aggregate price of $50,000,000 registered hereunder are unsold securities (the “Unsold Securities”) previously covered by the registrant’s registration statement on Form S-3 (File No. 333-238882) which was initially filed with the Securities and Exchange Commission on June 2, 2020 and became effective on June 15, 2020 (the “Prior Registration Statement”), and are included in this registration statement. The registrant paid a filing fee of $6,490 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement) relating to the Unsold Securities under the Prior Registration Statement, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities under the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
