Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
CERo Therapeutics Holdings, 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 (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 | 2024 Equity Incentive Plan Common Stock, par value $0.0001 per share | Rule
457(c) and Rule 457(h) | 109,485 | (2) | $ | 7.66 | (3) | $ | 838,655.10 | 0.00015310 | $ | 128.40 | |||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | 2024 Employee Stock Purchase Plan Common Stock, par value $0.0001 per share | Rule
457(c) and Rule 457(h) | 510 | (4) | $ | 6.51 | (5) | $ | 3,320.61 | 0.00015310 | $ | 0.51 | |||||||||||||||||||||||||||||
| Total Offering Amounts | $ | 841,975.71 | $ | 128.91 | ||||||||||||||||||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||||||||||||||||||||
| Net Fee Due | $ | 128.91 | ||||||||||||||||||||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of CERo Therapeutics Holdings, Inc. (the “Registrant”) that become issuable under the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan, as amended (the “2024 EIP”) and the CERo Therapeutics Holdings, Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. | |
| (2) | Represents an increase to the number of shares available for future issuance under the 2024 EIP. The 2024 EIP provides that the number of shares of Common Stock reserved and available for issuance under the 2024 EIP shall be cumulatively increased on January 1 of each year by (i) five percent (5%) of the number of shares of the fully diluted Common Stock on the immediately preceding December 31 or (ii) such lesser number of shares as determined by the administrator of the 2024 EIP. Also reflects the increase in the number of shares available for future issuance under the 2024 EIP resulting from the approval by the Registrant's stockholders on May 29, 2025, of an amendment to the 2024 EIP to increase the number of shares issuable thereunder by 100,000 shares of Common Stock. | |
| (3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of Common Stock on the Nasdaq Capital Market (“Nasdaq”) on July 25, 2025. This calculation is in accordance with Rule 457(c) and 457 (h) of the Securities Act. | |
| (4) | Represents an increase to the number of shares available for future issuance under the 2024 ESPP. The 2024 ESPP provides that the number of shares of common stock reserved and available for issuance under the 2024 ESPP shall be cumulatively increased on January 1 of each year. The number of shares of common stock increased each year will be equal to the lesser of: (i) one percent (1%) of the number of fully-diluted shares of Common Stock on the immediately preceding December 31, (ii) 510 shares of Common Stock or (iii) such number of shares of Common Stock as determined by the administrator of the 2024 ESPP. | |
| (5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, and based on 85% of $7.66, the average of the high and low sale prices of the common stock as reported on Nasdaq on July 25, 2025 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission). Pursuant to the 2024 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the offering date or on the purchase date, whichever is less. |
Table 2: Fee Offset Claims and Sources
N/A
Table 3: Combined Prospectuses
N/A