Form: S-1

General form for registration of securities under the Securities Act of 1933

June 5, 2025

Documents

0001812360 EX-FILING FEES 0001812360 2025-06-05 2025-06-05 0001812360 1 2025-06-05 2025-06-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

Exhibit 107

 

Calculation of Filing Fee Tables

Form S-1

(Form Type)

FOXO Technologies 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
To Be
Registered
(1) 		    Maximum
Offering
Price Per
Share (2) 		    Maximum
Aggregate
Offering
Price		     Fee Rate     Amount of
Registration Fee		  
                                             
Fees to be paid   Equity   Class A Common Stock, $0.0001 par value per share, issuable upon full exercise of shares of Series A Preferred Stock (3)     Rule 457(c)       10,000,000     $ 0.385     $ 3,850,000       0.0001531     $ 589.44  
Fees Previously Paid   —   —     —       —       —       —                  
Carry Forward Securities   —   —     —       —               —                  
        Total Offering Amounts                           $ 3,850,000             $ 589.44  
                                                         
        Total Fees Previously Paid                                             —  
        Total Fee Offset                                             —  
        Net Fee Due                                           $ 589.44  

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), includes any additional shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of FOXO Technologies Inc. (the “Registrant”) that may from time to time be offered or issued to prevent dilution from any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
   
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low prices for a share of Common Stock as reported on the NYSE American on June 4, 2025, which date is a date within five business days of the filing of the registration statement filed by the Registrant for the registration of the securities listed in the table above (the “Registration Statement”).
   
(3) Represents shares of Common Stock issuable upon the conversions of Series A Preferred Stock that were issued by the Registrant to the selling stockholders named in the Registration Statement.

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), includes any additional shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of FOXO Technologies Inc. (the “Registrant”) that may from time to time be offered or issued to prevent dilution from any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
   
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low prices for a share of Common Stock as reported on the NYSE American on June 4, 2025, which date is a date within five business days of the filing of the registration statement filed by the Registrant for the registration of the securities listed in the table above (the “Registration Statement”).
   
(3) Represents shares of Common Stock issuable upon the conversions of Series A Preferred Stock that were issued by the Registrant to the selling stockholders named in the Registration Statement.