Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-1

(Form Type)

 

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type   Security Class Title   Fee
Calculation
Rule
    Amount
Registered
    Proposed
Maximum
Offering
Price Per
Share
    Maximum
Aggregate
Offering
Price(1)(3)
    Fee Rate     Amount of
Registration
Fee
 
                                                     
Equity   Common Units, consisting of (i) shares of common stock, par value $0.00001 per share, (ii) Series A Warrant to purchase common stock, and (iii) Series B Warrants to purchase common stock     457(o)                     $ 20,700,000.00     $ 0.00014760     $ 3,055.32  
Equity   Common stock, par value $0.00001 per share included in the Common Units (2)(6)                                                
Equity   Series A Warrant to purchase common stock included in the Common Units (2)(4)                                                
Equity   Series B Warrants to Purchase common stock included in the Common Units (2)(4)                                                
Equity   Pre-Funded Units, consisting of (i) Pre-Funded Warrant to purchase common stock, (iii) Series A Warrant to purchase common stock and (iv) Series B Warrants to purchase common stock (5)     457(o)                                          
Equity   Pre-Funded Warrant to purchase common stock included in the Pre-Funded Units (2)(4)(6)                                                
Equity   Series A Warrants to purchase common stock included in the Pre-Funded Units (2)(4)                                                
Equity   Series B Warrants to purchase common stock included in the Pre-Funded Units (2)(4)                                                
Equity   Common stock issuable upon exercise of Pre-Funded Warrants (2)(6)                                                
Equity   Common stock issuable upon exercise of Series A Warrant (2)     457(o)                     $ 9,418,500.00     $ 0.00014760     $ 1,390.17  
Equity   Common stock issuable upon exercise of Series B Warrants (2)     457(o)                     $ 14,490,000.00     $ 0.00014760     $ 2,138.72  
Equity   Representative Warrants     457(g)                                          
Equity   Common Stock issuable upon exercise of Underwriter Warrant(2)(7)     457(o)                     $ 1,293,750.00     $ 0.00014760     $ 190.96  
                                                     
Total Offering Amounts             $ 45,902,250.00             $ 6,775.17  
Total Fees Previously Paid                             $ 1,425.71  
Total Fee Offsets                             $ 0  
Net Fee Due                             $ 5,349.46  

 

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(i) and Rule 457(o) under the Securities Act of 1933 (the “Securities Act”).
   
(2) Pursuant to Rule 416 under the Securities Act, the securities registered hereby also include an indeterminate number of additional securities as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations, or other similar transactions.
   
(3) Includes the price of additional shares of common stock and/or Series A Warrant and/or Series B Warrants that may be issued upon exercise of the option granted to the underwriter to cover over-allotments, if any.
   
(4) No registration fee required pursuant to Rule 457(g).
   
(5) The proposed maximum aggregate offering price of the Common Units will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Units issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Units to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Units issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Units and Pre-Funded Units (including the common stock issuable upon exercise of the Pre-Funded Warrants), if any, is $20,700,000.
   
(6) No registration fee required pursuant to Rule 457(i).
   
(7) The registrant has agreed to issue upon the closing of this offering, warrants to Aegis Capital Corp. (the “Underwriter Warrants”) entitling it to purchase up to 5% of the aggregate shares of common stock sold in this offering, including the number of shares of common stock issuable upon exercise of the Pre-Funded Warrants. The exercise price of the Underwriter Warrants is equal to 125% of the public offering price of the units offered hereby. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum aggregate offering price of the Underwriter Warrants is $1,293,750, which is equal to 125% of $1,035,000 (5% of $20,700,000).