Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Windtree Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Security | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit (2) | 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 $0.001 per share | 457(c) | 27,668,106 (3) | $10.82 | $299,368,906.90 | 0.00014760 | $44,186.86 | ||||
Fees Previously Paid | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | |||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | ⸺ | |||
Total Offering Amounts | $299,368,906.90 | $44,186.86 | ||||||||||
Total Fees Previously Paid | ⸺ | |||||||||||
Total Fee Offsets | $1,180.80 | |||||||||||
Net Fee Due | $43,006.06 | |||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of shares of common stock, par value $0.001 per share (“Common Stock”), of Windtree Therapeutics, Inc. (the “Registrant”) that may be issued and resold resulting from stock splits, stock dividends or 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 Capital Market on August 15, 2024. This calculation is in accordance with Rule 457(c) of the Securities Act. |
(3) | Represents the resale of 27,668,106 shares of Common Stock, consisting of (i) 16,331,331 shares of Common Stock issuable upon the conversion of the Registrant’s Series C Convertible Preferred Stock, par value $0.001 per share, and (ii) 11,336,775 shares of Common Stock issuable upon exercise of certain of the Registrant’s warrants, which were sold pursuant to (i) the Securities Purchase Agreement, dated as of July 18, 2024, and (ii) the Securities Purchase Agreement, dated as of July 26, 2024, in each case, by and among the Registrant and such investors named therein. |
Table 2: Fee Offset Claims and Sources
Registrant or | Form | File Number | Initial | Filing Date | Fee | Security | Security Title Associated with Claimed | Unsold Offset Claimed | Unsold with | Fee Paid with Offset | |
Fee Offset Claims | Windtree Therapeutics, Inc. | S-1 | 333-279241 | May 9, 2024 | $1,180.80 | Equity | Common Stock, par value $0.001 per share | N/A | $8,000,000 | ||
Fee Offset Sources | Windtree Therapeutics, Inc. | S-1 | 333-279241 | May 9, 2024 | 1,180.80 |
(1) | The Registrant previously paid $1,180.80 in registration fees with respect to the registration statement on Form S-1 (No. 333-279241) filed on May 9, 2024 (the “Prior Registration Statement”), which registered up to $8,000,000 of the Registrant’s Common Stock. The Registrant withdrew the Prior Registration Statement by filing a Form RW on July 25, 2024. The Prior Registration Statement was not declared effective and no securities were sold thereunder. Pursuant to Rule 457(p) under the Securities Act, a registration fee credit of $1,180.80, the amount of the fee attributable to our unsold securities pursuant to the Prior Registration Statement, is available to offset against the current registration fee for this Registration Statement. |
