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Exhibit 107
Calculation of Filing Fee Tables
 
FORM S-3
(Form Type)
 
CARDIFF ONCOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered Securities
 
Security
Type
Security
Class
Title
Fee
Calculation
Rule
Amount
Registered (1)
Proposed
Maximum
Offering
Price Per
Share(1)
Maximum
Aggregate
Offering
Price(2)
Fee
Rate
Amount of
Registration
Fee(3)
Fees to Be Paid
Equity
Other Debt
Other Unallocated
(Universal Shelf)
Common Stock, par value $0.0001 per share
Preferred Stock, par value $0.001 per share
Debt Securities
Warrants
Units (4)
457(o)(1)(1)$250,000,0000.0000927$23,175
Total Offering Amounts  $23,175
Total Fees Previously Paid
Total Fee Offsets (3)   $8,728 (5)
Net Fee Due   $14,447 (5)
 



(1)An indeterminate number of securities or aggregate principal amount, as the case may be, of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, and such indeterminate number of units (the “Universal Shelf Securities”), as shall have an aggregate initial offering price not to exceed $250,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $250,000,000, less the aggregate offering price of any securities previously issued hereunder. Any securities issued hereunder may be sold separately or as units with other securities issued hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of debt securities, common stock and preferred stock as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions.  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional number of securities as may be offered or issued from time to time upon stock splits, stock dividends, recapitalizations or similar transactions.
(2)The proposed maximum aggregate offering price per unit will be determined from time to time by the Registrant in connection with the sale and issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(4)Any securities registered under the registration statement may be sold separately or as units with other securities registered under the registration statement.
(5)On March 12, 2021, the registrant filed a registration statement on Form S-3 (File No. 333-254217)(the “Prior Registration Statement”), registering, among other securities, the issuance of up to $100,000,000 of common stock (the “Prior Securities”). The registration fee associated with the Prior Securities was $10,910. Pursuant to the Prior Registration Statement, the registrant sold $20,000,000 of Prior Securities, which equates to an associated registration fee of $2,182 based on the total registration fee paid in connection with the filing of the Prior Registration Statement. Accordingly, the unused registration fee paid in connection with the Prior Registration is $8,728.

Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the $250,000,000 of Universal Shelf Securities of the registrant being registered hereby in the amount of $23,175 is offset by $8,728 in registration fees previously paid by the registrant with respect to the Prior Securities that were registered but not issued pursuant to the Prior Registration Statement.

 
Table 2: Fee Offset Claims and Sources
 
 Registrant
or Filer
Name
Form
or
Filing
Type
File
Number
Initial
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 Offset
Claims
Cardiff Oncology, Inc.S-3ASR333-2542173/12/2021$8,728EquityCommon StockCommon Stock$80,000,000