Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

NRx Pharmaceuticals, 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

(1)

Proposed
Maximum
Offering
Price
Per
Unit

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

                   
 

Equity

Preferred Stock

                   
 

Debt

Debt Securities

                   
 

Equity

Depositary Shares

                   
 

Debt Convertible into Equity

Warrants

                   
 

Other

Rights

                   
 

Other

Purchase Contracts

                   
 

Other

Units

                   
 

Unallocated (Universal)
Shelf

Rule 457(o)

(2)

(2)

$57,407,693(3)

0.00015310

$8,789.12

       

Carry Forward Securities

Carry

Equity

Common Stock

                   

Forward

Equity

Preferred Stock

                   

Securities

Debt

Debt Securities

                   

Carry

Equity

Depositary Shares

                   

Forward

Debt Convertible into Equity

Warrants

                   

Securities

Other

Rights

                   

Carry

Other

Purchase Contracts

                   

Forward

Other

Units

                   

Securities

Unallocated (Universal)
Shelf

415(a)(6)

(2)

(2)

$90,592,307(3)(4)

0.0000927  

S-3

333-265492

June 21, 2022

$ 8,397.91

 

Total Offering Amounts

 

$150,000,000(1)(4)

  $ 8,789.12        
 

Total Fees Previously Paid

     

$ 0

       
 

Total Fee Offsets

     

$ 0

       
 

Net Fee Due

      $ 8,789.12        

 

 

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares of Common Stock to be offered or issued from stock splits, stock dividends or similar transaction.

 

 

(2)

This information is not specified as to each class of securities to be registered. There is being registered hereby such indeterminate number of the securities of each identified class as may from time to time be issued at indeterminate prices. Securities registered hereunder may be sold separately, together or in units with other securities registered hereunder.

 

 

(3)

The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act.

 

 

(4)

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $90,592,307 of unsold securities (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-265492), which was declared effective on June 21, 2022 (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $8,397.91 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The filing fee associated with the offering of the Unsold Securities is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. The registrant is also registering new securities on this registration statement with an aggregate initial offering price of $57,407,693 (the “New Securities”), which aggregate offering price is not specified as to each class of securities. A filing fee of $8,789.12 with respect to the New Securities is being paid in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.