Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
RumbleOn, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title(1) | Fee Calculation Rule or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||
| Fees to be paid | Equity | Class B Common Stock, $0.001 par value | Other | 1,046,272 | $ | 24.08 | $ | 25,194,230 | .000097 | $ | 2,336 | |||||||||||||||
| Total Offering Amounts | $ | 25,194,230 | $ | 2,336 | ||||||||||||||||||||||
| Total Fees Previously Paid | – | |||||||||||||||||||||||||
| Total Fee Offsets | – | |||||||||||||||||||||||||
| Net Fee Due | $ | 2,336 | ||||||||||||||||||||||||
Table 3: Combined Prospectuses
| Security Type | Security Class Type | Amount of Securities Previously Registered(4) | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||||||
| Equity | Class B Common Stock, $0.001 par value | 5,791,489 | 214,285,093.00 | S-3 | 333-260151 | October 15, 2021 | ||||||||||
| Equity | Class B Common Stock, par value $0.001 per share underlying Warrants | 1,212,121 | 41,696,962.40 | S-3 | 333-259337 | September 10, 2021 | ||||||||||
| Equity | Class B Common Stock, par value $0.001 per share underlying Warrants | 479 | (3) | 47,194.89 | S-3 | 333-231631 | May 24, 2019 | |||||||||
| Equity | Class B Common Stock, par value $0.001 per share underlying Warrants | 1,047 | (3) | 129,680.50 | S-3 | 333-228483 | February 3, 2019 | |||||||||
| Equity | Class B Common Stock, par value $0.001 per share underlying Warrants | 4,091 | (3) | 501,545.00 | S-3 | 333-226514 | August 9, 2018 | |||||||||
| Debt | 6.75% Convertible Senior Notes due 2025 | $ | 38,750,000 | 38,750,000.00 | S-3 | 333-239285 | June 30, 2020 | |||||||||
| Debt Convertible to Equity | Class B Common Stock, par value $0.001 per share underlying the Notes | 968,750 | (5)(6) | S-3 | 333-239285 | June 30, 2020 | ||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover an indeterminate number of additional shares of Class B Common Stock that may become issuable as a result of any stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee under Rule 457(c) under the Securities Act. |
| (3) | On May 18, 2020, the Issuer filed a Certificate of Change to the Issuer’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect a one-for-twenty reverse stock split of its issued and outstanding Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”). The Class B Common Stock underlying these warrants have been adjusted for the Reverse Stock Split. |
| (4) | An aggregate of 7,977,977 shares of Class B Common Stock, consisting of 5,791,489 shares of Class B Common Stock, 968,750 shares of Class B Common Stock issuable upon conversion of the 6.75% Convertible Senior Notes due 2025 (the “Notes”), and 1,217,738 shares of Class B Common Stock issuable upon conversion of outstanding warrants, and $38,750,000 of Notes were previously registered for resale pursuant to the Company’s previously filed Registration Statements on Form S-3 (File No. 333-260151, File No. 333-259337, File No. 333-239285, File No. 333-231631, File No. 333-228483, and File No. 333-226514). |
| (5) | Includes 968,750 shares of Class B Common Stock issuable upon conversion of the Notes at an initial conversion rate of 25 shares of Class B Common Stock per $1,000 principal amount of the Notes, which is equal to a conversion price of approximately $40.00 per share of Class B Common Stock. As of the date of this prospectus, this represents the maximum number of shares of Class B Common Stock issuable upon conversion of the Notes. |
| (6) | Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the shares of Class B Common Stock issuable upon conversion of the Notes because no additional consideration will be received in connection with the exercise of the conversion privilege. |