Exhibit 107

 

 Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

180 Life Sciences Corp.

(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  

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  Rule 457(o)   (2)   (3)   (3)       0                            
   Equity  Preferred Stock, par value $0.0001 per share  Rule 457(o)   (2)   (3)   (3)       0                     
   Debt  Debt Securities  Rule 457(o)   (2)   (3)   (3)       0                     
   Other  Warrants  Rule 457(o)   (2)   (3)   (3)        0                     
   Other  Units  Rule 457(o)   (2)   (3)   (3)       0                     
   Total  Unallocated
(Universal)
Shelf		  Rule 457(o)   n/a(4)   

Unallocated

(Universal)

Shelf

   $393,391,470.15(4)   0.0001531   $60,228.23                     
Carry Forward Securities 
Carry
Forward
Securities		  Equity  Common Stock, par value $0.0001 per share  Rule 415(a)(6)   n/a(4)   n/a   $106,608,529.85(4)   0.0000927    n/a    S-3    333-265416    June 24, 2022   $9,882.61(4)
   Total Offering Amount/Registration Fee      $500,000,000.00(2)(4)      $60,228.23(4)                    
   Total Fees Previously Paid                n/a                     
   Total Fee Offsets                —                     
   Net Fee Due               $60,228.23                     

 

(1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price.

 

 

 

 

(2) There are being registered hereunder such indeterminate number of shares of common stock, preferred stock, debt securities and warrants to purchase common stock, preferred stock and debt securities as shall have an aggregate initial offering price not to exceed $500,000,000. The securities registered also include such indeterminate amounts and numbers of common stock, preferred stock and debt securities as may be issued upon conversion of or exchange for preferred stock, that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any such securities. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. No separate consideration will be received for any shares of common stock, preferred stock, or principal amounts of debt securities so issued upon conversion or exchange. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock, preferred stock, debt securities, warrants, and units as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
   
(3) 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 General Instruction II.D. of Form S-3 under the Securities Act. The aggregate amount of the registrant’s common stock, preferred stock, debt securities and/or warrants registered hereunder that may be sold in “at the market” offerings for the account of the registrant is limited to that which is permissible under Rule 415(a)(4) under the Securities Act.
   
(4) Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum aggregate price of $106,608,529.85 registered hereunder are unsold securities (the “Unsold Securities”) previously covered by the registrant’s registration statement on Form S-3 (File No. 333-265416) which was initially filed with the Securities and Exchange Commission on June 3, 2022, and declared effective on June 24, 2022 (the “Prior Registration Statement”), and are included in this registration statement. The registrant paid a filing fee of $11,587.50 (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. The Registrant is not required to pay any additional fee with respect to the Unsold Securities being included in this Registration Statement in reliance on Rule 415(a)(6), because such Unsold Securities (and associated fees) are being moved from the Prior Registration Statement to 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. The registrant is also registering new securities on this registration statement with an aggregate initial offering price of $393,391,470.15 (the “New Securities”), which aggregate offering price is not specified as to each class of securities. A filing fee of $60,228.23 with respect to the New Securities is being paid in connection with the filing of this registration statement. The registration fee previously paid by the Registrant relating to the Unsold Securities included on this Registration Statement will continue to be applied to such Unsold Securities. 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 such Unsold Securities pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.