EX-FILING FEES 8 ex107.htm

Exhibit 107

Calculation of Filing Fee Tables

Form S-1
(Form Type)

GT Biopharma, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

|  | Security Type |  | Security Class Title |  | Fee Calculation or Carry Forward Rule |  | Amount Registered |  |  | Proposed Maximum Offering Price Per Unit |  |  | Maximum Aggregate Offering Price(1) |  |  | Fee Rate |  |  | Amount of Registration Fee |
Fees to Be Paid |  | Equity |  | Common stock, par value $0.0001 per share(2) |  | 457(o) |  |  | — |  |  |  | — |  |  | $ | 8,000,000.00 |  |  |  | 0.0001531 |  |  | $ | 1,224.80 |
Fees to Be Paid |  | Equity |  | Pre-funded warrants to purchase common stock, $0.0001 par value per share(3)(5)(6) |  | 457(g) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Fees to Be Paid |  | Equity |  | Common stock, $0.0001 par value per share, underlying the pre-funded warrants(5)(6) |  | 457(o) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Fees to Be Paid |  | Equity |  | Common warrants to purchase common stock(3) |  | 457(g) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Fees to Be Paid |  | Equity |  | Common stock, par value $0.0001 per share, underlying common warrants(4) |  | 457(o) |  |  | — |  |  |  | — |  |  | $ | 8,000,000.00 |  |  |  | 0.0001531 |  |  | $ | 1,224.80 |
Fees to Be Paid |  | Equity |  | Placement Agent Warrants to purchase common stock(3) stock (2) |  | 457(g) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |
Fees to Be Paid |  | Equity |  | Common stock, par value $0.0001 per share, underlying placement agent warrants(7) |  | 457(o) |  |  | — |  |  |  | — |  |  | $ | 600,000.00 |  |  |  | 0.0001531 |  |  | $ | 91.86 |
|  | Total Offering Amounts |  |  |  |  |  |  | $ | 16,600,000.00 |  |  |  |  |  |  | $ | 2,541.46 |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 1,974.99 |
|  | Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 566.47 |

(1) | Estimated solely for the purpose of computing the registration fee in pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) | Pursuant to Rule 416(a) under the Securities Act, this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
(3) | Pursuant to Rule 457(g) of the Securities Act, no separate registration fees are payable with respect to the common warrants, pre-funded warrants or placement agent warrants to purchase shares of common stock, $0.0001 par value per share, offered hereby since the offering of shares of common stock underlying the warrants, pre-funded warrants and placement agent warrants are being registered hereby.
(4) | In addition to the common stock set forth in this table, pursuant to Rule 416 under the Securities Act, this registration statement also registers such indeterminate number of common stock as may become issuable upon exercise of the pre-funded warrants and common warrants.
(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 offered and sold in the offering, and as such the proposed maximum 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 $8,000,000.
(6) | The registrant may issue pre-funded warrants to purchase common stock in the offering. The purchase price of each pre-funded warrant will equal the price per share at which shares of common stock are being sold to the public in this offering, minus $0.0001, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant will equal $0.0001 per share (subject to adjustment as provided for therein).
(7) | The registrant has agreed to issue upon the closing of this offering, warrants (the “placement agent warrants”) to the placement agent entitling it to purchase up to 6% of the number of securities sold in this offering. The exercise price of the placement agent warrants is equal to 125% of the public offering price of the securities offered hereby. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum aggregate offering price of the placement agent warrants is $600,000, which is equal to 125% of $480,000 (6% of $8,000,000).