Exhibit 107
Calculation of Filing Fee Tables
Form S-3
XWELL, Inc.
Table 1: Newly Registered and Carry Forward 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 | Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||||||||||
| Fees to Be Paid |
Equity | Common Stock, par value $0.01 per share | Rule 457(c) | 62,003,579 | (2) | $ | 0.7502 | (3) | $ | 46,511,984.62 | $ | 0.0001531 | $ | 7,120.98 | ||||||||||||||||||||
| Fees Previously Paid |
Equity | Common Stock, par value $0.01 per share | Rule 457(c) | 1,051,677 | $ | 1.20 | (4) | $ | 1,262,012.40 | $ | 0.0001531 | $ | 193.21 | |||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||||||||||
| Carry Forward Securities |
||||||||||||||||||||||||||||||||||
| Total Offering Amounts | $ | 107,151,519.77 | $ | 7,120.98 |
||||||||||||||||||||||||||||||
| Total Fees Previously Paid | $ | 1,262,012.40 | $ | 193.21 | ||||||||||||||||||||||||||||||
| Total Fee Offsets | ||||||||||||||||||||||||||||||||||
| Net Fee Due | $ | 6,927.77 | ||||||||||||||||||||||||||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock, par value $0.01 per share (the “Common Stock”), as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| (2) | Represents an aggregate of 62,003,579 shares of Common Stock issuable upon the conversion of shares of Series G convertible preferred stock (the “Preferred Stock”), upon exercise of certain warrants, and issuable as dividends to the holders of the Preferred Stock, based on the Company’s reasonable good-faith estimate of the number of Dividend Shares to be issued, if any. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on April 22, 2025, which such date is within five business days of the filing of this Amendment No. 1 to the registration statement, of $0.7502 per share |
| (4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on February 5, 2025, which such date was within five business days of the filing of the registration statement on February 7, 2025, of $1.20 per share. |