S-1/A EX-FILING FEES 0001721484 333-289210 0001721484 1 2025-08-08 2025-08-08 0001721484 2 2025-08-08 2025-08-08 0001721484 3 2025-08-08 2025-08-08 0001721484 4 2025-08-08 2025-08-08 0001721484 5 2025-08-08 2025-08-08 0001721484 6 2025-08-08 2025-08-08 0001721484 7 2025-08-08 2025-08-08 0001721484 2025-08-08 2025-08-08 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

Longeveron Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Class A Common Stock, par value $0.001 per share   (1)   457(o)       $     $ 6,000,000.24   0.0001531   $ 918.60
Fees to be Paid   Equity   Warrants to purchase Class A Common Stock   (2)   Other                   0.0001531     0.00
Fees to be Paid   Equity   Class A Common Stock issuable upon exercise of Warrants to purchase Class A Common Stock   (3)   457(o)               15,000,000.60   0.0001531     2,296.51
Fees to be Paid   Equity   Pre-Funded Warrants to purchase Class A Common Stock   (4)   Other                   0.0001531     0.00
Fees to be Paid   Equity   Class A Common Stock issuable upon exercise of the Pre-Funded Warrants   (5)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Placement Agent Warrants to purchase Class A Common Stock   (6)   Other                   0.0001531     0.00
Fees to be Paid   Equity   Class A Common Stock issuable upon exercise of the Placement Agent Warrants   (7)   457(o)       $     $ 525,000.02   0.0001531   $ 80.38
                                           
Total Offering Amounts:   $ 21,525,000.86         3,295.49
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 3,295.49

__________________________________________
Offering Note(s)

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

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 Class A Common Stock will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Class A Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Class A Common Stock and Pre-Funded Warrants (including the Class A Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $6,000,000.24.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fees are payable with respect to the warrants to purchase Class A Common Stock offered hereby since such warrants are being registered in the same registration statement as the Class A Common Stock.
(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(4) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

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 Class A Common Stock will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Class A Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Class A Common Stock and Pre-Funded Warrants (including the Class A Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $6,000,000.24.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fees are payable with respect to the warrants to purchase Class A Common Stock offered hereby since such warrants are being registered in the same registration statement as the Class A Common Stock.
(5) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

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 Class A Common Stock will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Class A Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Class A Common Stock and Pre-Funded Warrants (including the Class A Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $6,000,000.24.
(6) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fees are payable with respect to the warrants to purchase Class A Common Stock offered hereby since such warrants are being registered in the same registration statement as the Class A Common Stock.
(7) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include an indeterminate number of additional shares of Class A Common Stock as may from time to time become issuable by reason of share splits, share dividends, recapitalizations, or other similar transactions.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

We have calculated the proposed maximum aggregate offering price of the Class A Common Stock underlying the Placement Agent Warrants by assuming that such warrants are exercisable at a price per share equal to 125% of the price per share of Class A Common Stock and accompanying warrants sold in this offering.