EX-FILING FEES 26 ex107.htm

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Kindly MD, 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 |  | Amount Registered |  | Proposed Maximum Offering Price Per Share |  |  | Maximum Aggregate Offering Price (1) |  |  | 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 |  | Units consisting of shares of Common Stock, par value $0.001 per shares (“Common Shares”, Tradeable Warrants to purchase Common Shares, and Non-tradeable Warrants to purchase Common Shares (1) |  | 457(o) |  | 1,320,755 |  | $ | 5.30 |  |  | $ | 7,000,000 |  |  |  | $110.20 per $1,000,000 |  |  | $ | 771.400 |  |  | __ |  | __ |  | __ |  | __
|  | Equity |  | Common Stock, par value $0.001 per share, included as part of the Units (2) |  | 457(o) |  | __ |  |  | __ |  |  |  | Included with above Units |  |  |  | __ |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Tradeable Warrants to purchase Common Shares, included as part of the Units |  | 457(o) and 457(g) |  | __ |  |  | __ |  |  |  | Included with above Units |  |  |  | __ |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Non-tradeable Warrants to purchase Common Shares, included as part of the Units (3) |  | 457(o) and 457(g) |  | __ |  |  | __ |  |  |  | Included with above Units |  |  |  | __ |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Equity |  | Common Shares issuable upon exercise of the Tradeable Warrants included as part of the Units (2) |  | 457(o) |  | 1,320,755 |  | $ | 6.10 |  |  | $ | 8,050,000 |  |  |  | $110.20 per $1,000,000 |  |  | $ | 887.11 |  |  | __ |  | __ |  | __ |  | __
|  | Equity |  | Common Shares issuable upon exercise of the Non-tradeable Warrants included as part of the Units (2) |  | 457(o) |  | 660,377 |  | $ | 6.10 |  |  | $ | 4,025,000 |  |  |  | $110.20 per $1,000,000 |  |  | $ | 443.56 |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Over-allotment Option |  | 457(o) |  | — |  |  | — |  |  |  | — |  |  |  | $110.20 per $1,000,000 |  |  |  | — |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Common Stock, par value $0.001, included as part of the Over-allotment Option |  | 457(o) |  | __ |  |  | __ |  |  |  |  |  |  |  | Included with above Over-allotment Option |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Tradeable Warrants to purchase Common Shares, included as part of the Over-allotment Option |  | 457(o) and 457(g) |  | __ |  |  | __ |  |  |  |  |  |  |  | Included with above Over-allotment Option |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Non-Tradeable Warrants to purchase Common Shares, included as part of the Over-allotment Option |  | 457(o) and 457(g) |  | __ |  |  | __ |  |  |  |  |  |  |  | Included with above Over-allotment Option |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Common Stock, par value $0.001, included as part of the Over-allotment Option (2) |  | 457(o) |  | 198,113 |  | $ | 5.30 |  |  | $ | 1,050,000 |  |  |  | $110.20 per $1,000,000 |  |  | $ | 115.71 |  |  | __ |  | __ |  | __ |  | __
|  | Other |  | Common Shares issuable upon exercise of the Tradeable Warrants, included as part of the Over-allotment Option (2) |  | 457(o) and 457(g) |  | 198,113 |  | $ | 6.10 |  |  | $ | 1,208,490.57 |  |  |  | $110.20 per $1,000,000 |  |  | $ | 133.18 |  |  |  |  |  |  |  |  |
|  |  |  | Common Shares issuable upon exercise of the Non-Tradeable Warrants, included as part of the Over-allotment Option (2) |  | 457(o) and 457(g) |  | 99,057 |  | $ | 6.10 |  |  | $ | 604,245.28 |  |  |  | $110.20 per $1,000,000 |  |  | $ | 66.59 |  |  |  |  |  |  |  |  |
|  | Other |  | Representative’s Warrants (3) |  | 457(g) |  | __ |  |  | __ |  |  |  | — |  |  |  | - |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
|  | Equity |  | Common stock, par value $0.001 per share, included as part of the Representative’s Warrants (2) (4) |  | 457(o) |  | 91,132 |  | $ | 6.10 |  |  | $ | 555,450 |  |  |  | $110.20 per $1,000,000 |  |  |  | 61.21 |  |  | __ |  | __ |  | __ |  | __
Fees previously paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | __ |  | __ |  | __ |  | __
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Offering Amounts |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,478.75 |  |  |  |  |  |  |  |  |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 0 |  |  |  |  |  |  |  |  |
|  | Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 0 |  |  |  |  |  |  |  |  |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 2,478.75 |  |  |  |  |  |  |  |  |

(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) | 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.
(3) | No fee required pursuant to Rule 457(g) under the Securities Act.
(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The Representative’s Warrants are exercisable for a number of shares equal to 6% of the shares of common stock offered hereby at the same rate as the Warrants offered to investors, a per share exercise price equal to 115% of the public offering price per share. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s Warrants (including the over-allotment) is $555,450, which is equal to the value of 6% of the common shares issued in the offering at an exercise price of 115% of the offering price.