Filing Fee Exhibit

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-3

NEWCELX LTD.

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 Previously Paid

Equity

Common Shares

(1)

457(o)

Fees Previously Paid

Equity

Warrants

(2)

457(o)

Fees Previously Paid

Equity

Units

(3)

457(o)

Fees Previously Paid

Unallocated (Universal) Shelf

(4)

457(o)

75,000,000.00

11,482.50

Total Offering Amounts:

75,000,000.00

11,482.50

Total Fees Previously Paid:

5,552.91

Total Fee Offsets:

5,929.59

Net Fee Due:

0.00

__________________________________________
Offering Note(s)

(1)

There are being registered under this registration statement such indeterminate number of securities as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $75,000,000. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the common shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

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

Omitted pursuant to Rule 457(o) under the Securities Act.

(2)

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

(3)

Omitted pursuant to Rule 457(o) under the Securities Act.

(4)

Estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $75,000,000.

Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the total registration fee due under this registration statement by $5,929.59 (calculated at the fee rate in effect at the date of the registrant’s registration statement on Form F-3 filed by the Registrant with the Securities and Exchange Commission on July 16, 2020 and declared effective on February 11, 2022 (Registration No. 333-262489), or the Prior Registration Statement, which represents the portion of the registration fee previously paid with respect to $63,965,340 of unsold securities previously registered under the Prior Registration Statement).

Table 2: Fee Offset Claims and Sources

Line Item Type

Registrant or Filer Name

Notes

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Rule 457(p)

Fee Offset Claims

NewcelX Ltd.

(1)

F-3

333-262489

02/03/2022

5,929.59

Unallocated (Universal) Shelf

Common Shares, Warrants, Units

63,965,340.00

Fee Offset Sources

NewcelX Ltd.

F-3

333-262489

02/03/2022

6,952.50

__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(1)

Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the total registration fee due under this registration statement by $5,929.59 (calculated at the fee rate in effect at the date of the registrant’s Prior Registration Statement), which represents the portion of the registration fee previously paid with respect to $63,965,340 of unsold securities previously registered under the Prior Registration Statement.