EX-FILING FEES 2 cosm_ex107.htm FILING FEE TABLE

EXHIBIT 107

Calculation of Filing Fee Tables

S-1

(Form Type)

Cosmos Health Inc.

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

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 | 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 | 457(c) | 10,714,286(1) (2) | $0.703 (3) | $7,500,000.20 (4) (5) | $.00015310 | $1,148.25 |  |  |  |
Fees to be Paid | Equity | Pre-funded Warrants | 457(g) | Included Above |  |  |  |  |  |  |  |
Fees to be Paid | Equity | Common Warrants | 457(g) | (6) |  |  |  |  |  |  |  |
Fees to be Paid | Equity | Common Stock Underlying Pre-funded Warrants | 457(o) | 10,714,286(7) | $0.703 (8) |  |  |  |  |  |  |
Fees to be Paid | Equity | Common Stock Underlying Common Warrants | 457(o) | 10,714,286 (10) | $0.703 (9) | $7,500,000.20 (4) | $.00015310 | $1,148.25 |  |  |  |
TOTAL |  |  |  |  |  |  |  | $2,296.50 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  | $3,674.40(11) |  |  |  |

___________________________

(1) | There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock; such indeterminate number of warrants to purchase common stock, preferred stock, and/or units; and such indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $7,500,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion or exchange of other registered securities. In addition, 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 number of shares issuable will be determined by the Registrant in connection with, and at the time of, the issuance of the securities.
(3) | Calculated pursuant to Rule 457(c) under the Securities Act based upon the closing price of the Registrant’s common stock as reported on the Nasdaq Capital Market on December 17, 2024 on the proposed maximum aggregate offering price of all securities listed.
(4) | The registration fee for securities to be offered by the Registrant is calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
(5) | The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $7,500,000.
(6) | Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants.
(7) | Represents an aggregate of 10,714,286 shares of Common Stock issuable upon full exercise of the Pre-Funded Warrants.
(8) | No additional fee is required as for each Pre-Funded Warrant sold, the number of shares of Common Stock will be decreased on a one-for-one basis.
(9) | The exercise price of the Common Stock Purchase Warrants based upon the closing price of the Common Stock set forth in Note (3) above.
(10) | Represents an aggregate of up to 10,714,286 shares of Common Stock issuable upon full exercise of the Common Warrants.
(11) | An aggregate of $3,674.40 was paid upon the initial filing of this registration statement on December 18, 2024

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Table 2: Fee Offset Claims and Sources

| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims |  |  |  |  |  |  |  |  |  |  |
Fee Offset Sources |  |  |  |  |  |  |  |  |  |  |
Rule 457(p)
Fee Offset Claims |  |  |  |  |  |  |  |  |  |  |
Fee Offset Sources |  |  |  |  |  |  |  |  |  |  |

Table 3: Combined Prospectuses

Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date

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