Exhibit 107.1
Calculation of Filing Fee Table
F-3
………………
(Form Type)
…………………………………………………..
PYXIS TANKERS INC.
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price (2) | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Common shares, par value $0.001 per share (1) | ||||||||||||||||||||||||||||||||||
| Equity | Preferred Shares, par value $0.001 per share (3) | |||||||||||||||||||||||||||||||||||
| Debt | Debt Securities (4) | |||||||||||||||||||||||||||||||||||
| Other | Warrants (5) | |||||||||||||||||||||||||||||||||||
| Other | Purchase Contracts (6) | |||||||||||||||||||||||||||||||||||
| Other | Rights (7) | |||||||||||||||||||||||||||||||||||
| Other | Units (8) | |||||||||||||||||||||||||||||||||||
| Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | (1 | ) | (2 | ) | $ | 100,000,000 | 0.00014760 | $ | 14,760 | |||||||||||||||||||||||||
| Equity | Common shares, par value $0.001 per share (1) | 457(a) | 4,425,134 | $4.63 | (9) | $20,488,370.40 | (9) | 0.00014760 | $ | 3,024.08 | ||||||||||||||||||||||||||
| Fees
Previously Paid | __ | __ | __ | __ | __ | __ | __ | |||||||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||||||||||||
| Carry
Forward Securities | __ | __ | __ | __ | __ | __ | __ | __ | ||||||||||||||||||||||||||||
| Total Offering Amounts | $ | 120,488,370.40 | $17,784.08 | (10) | ||||||||||||||||||||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||
| Total Fee Offsets | $17,784.08 | (11) | ||||||||||||||||||||||||||||||||||
| Net Fee Due | $0 | (11) | ||||||||||||||||||||||||||||||||||
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), as amended, the common shares being registered hereunder include such indeterminate number of shares as may be issuable as a result of stock splits, stock dividends or similar transactions or as a result of the operation of anti-dilutive provisions and adjustments to conversion ratios.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Pursuant to instructions on Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold Pyxis Tankers Inc. pursuant to this registration statement exceed $100,000,000.
(3) There is being registered hereunder an indeterminate number of preferred shares as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $100,000,000 for all securities sold by Pyxis Tankers Inc. pursuant to this registration statement.
(4) If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed the aggregate offering price of $100,000,000 for all securities sold by Pyxis Tankers Inc. pursuant to this registration statement.
(5) There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $100,000,000 for all securities sold by Pyxis Tankers Inc. pursuant to this registration statement.
(6) There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $100,000,000 for all securities sold by Pyxis Tankers Inc. pursuant to this registration statement.
(7) There is being registered hereunder an indeterminate number of rights as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $100,000,000 for all securities sold by Pyxis Tankers Inc. pursuant to this registration statement.
(8) There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed the aggregate offering price of $100,000,000 for all securities sold by Pyxis Tankers Inc. pursuant to this registration statement. Units may consist of any combination of the securities registered hereunder.
(9) Calculated in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per unit is estimated to be $4.63, based on the average of the high and low prices of the common shares as reported on Nasdaq Capital Market on April 18, 2024.
(10) Determined in accordance with Section 6(b) of the Securities Act to be $17,784.08 which is equal to 0.00014760 multiplied by the proposed maximum aggregate offering price of $120,488,370.40 for newly registered securities.
(11)
Pyxis Tankers Inc. previously filed a Registration Statement on Form F-3 with the Securities and
Exchange Commission on May 14, 2021 (File No. 333-256167), which was declared effective on May 25, 2021 (the “Prior Registration
Statement”), that registered an aggregate of $250,000,000 of an indeterminate number of securities to be offered by Pyxis Tankers
Inc. from time to time. Of the $250,000,000 of securities registered on the Prior Registration Statement, for which Pyxis paid a filing
fee of $27,275 in connection therewith, $243,830,260 of the securities remain unsold, leaving $26,313 in previously paid fees available
for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule
457(p) under the Securities Act, Pyxis Tankers Inc. is using $17,784.08 of the unused filing fees to offset the filing fee payable in
connection with this filing. Accordingly, no additional registration fee is due to be paid at this time. The offerings under the Prior
Registration Statement were effectively terminated on April 15, 2024.
Table 2: Fee Offset Claims and Sources
| Registrant of Filer Name | 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 | ||||||||||||||||||||||||
Rule 457(p)
| ||||||||||||||||||||||||||||||||||
| Fee Offset Claims | Pyxis Tankers Inc. | F-3 | 333-256167 | 5/14/2021 | __ | $ | 17,784.08 | Unallocated (Universal) Shelf | (1 | ) | Unallocated (Universal) Shelf | $ | 243,830,260 | __ | ||||||||||||||||||||
| Fee Offset Sources | Pyxis Tankers Inc. | F-3 | 333-256167 | __ | 5/14/2021 | __ | __ | __ | __ | __ | $ | 17,784.08 | ||||||||||||||||||||||
(1) Pursuant to Rule 457(p) under the Securities Act, Pyxis Tankers Inc. is offsetting the registration fee due under this registration statement by $17,784.08 which represents the portion of the registration fee previously paid with respect to $243,830,260 of unsold securities (the “Unsold Offset Securities”) previously registered on the Prior Registration Statement. The offering of the Unsold Offset Securities pursuant to the Prior Registration Statement associated with the claimed fee offset pursuant to Rule 457(p) has been completed or terminated.