Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Xos, Inc.
(Exact Name Of Registrant as Specified In Its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| Equity | Common Stock, par value $0.0001 per share | Other | 1,405,828 | (2) | $ | 6.30 | (3) | $ | 8,856,716.40 | 0.00014760 | $ | 1,307.26 | ||||||||||||
| Total Offering Amounts | $ | 8,856,716.40 | 0.00014760 | $ | 1,307.26 | |||||||||||||||||||
| Total Fee Offsets | $ | 1,307.26 | ||||||||||||||||||||||
| Net Fee Due | $ | — | ||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the plans described herein in the event of a stock dividend, stock split, reverse stock split, extraordinary dividend, extraordinary distribution, recapitalization, reorganization, merger, combination, consolidation, split-up, spin-off, combination, exchange of shares, rights offering, separation, reorganization, liquidation or similar event. |
| (2) | Represents shares of the registrant’s Common Stock that were added to the shares available for issuance under the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which consists of (A) 1,180,819 additional shares of Common Stock reserved pursuant to the 2021 Plan, (B) 32,248 additional shares of Common Stock underlying restricted stock units that were previously granted under the 2021 Plan and forfeited because of the failure to vest as of July 19, 2024 and (C) 192,761 additional shares of Common Stock underlying restricted stock units that were previously granted under the 2021 Plan and withheld by the Company to satisfy tax withholding obligations as of July 19, 2024. |
| (3) | Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee and based on the average of the high and low prices of the registrant’s Common Stock as reported on the Nasdaq Capital Market on July 22, 2024, which date is within five business days prior to the filing of this registration statement. |
Table 2: Fee Offset Claims and Sources
| Registrant
or 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 | Xos, Inc. | S-1 | 333-264258(1) | April 13, 2022 | $ | 1,307.26 | Equity | Common Stock, par value $0.0001 per share | 5,341,356 | (2) | $ | 14,101,178.68 | (2) | |||||||||||||||||||
| Fee Offset Sources | Xos, Inc. | S-1 | 333-264258(1) | April 13, 2022 | $ | 1,307.26 | ||||||||||||||||||||||||||
| (1) | The registrant previously paid a registration fee of $3,955 in connection with the registration of the resale of up to 16,160,214 shares of registrant’s common stock, par value $0.0001 per share, with a proposed maximum aggregate offering price of $42,662,965, under the Registration Statement on Form S-1, initially filed on April 13, 2022 (File No. 333-264258) by Xos, Inc. (the “Prior Registration Statement”). The registrant has terminated any offering that included the unsold securities under the Prior Registration Statement. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the initial filing of this Registration Statement can be offset by $2,550.18, representing the fee associated with 10,420,124 unsold shares of registrant’s common stock, par value $0.0001 per share, from the Prior Registration Statement. In accordance with Rule 457(p) under the Securities Act, the registrant is using $1,307.26 of the unused filing fee from the Prior Registration Statement to offset the registration fee payable in connection with this Registration Statement. Accordingly, no additional registration fee is due to be paid at this time. |
| (2) | The registrant effected a 1-for-30 reverse stock split on December 6, 2023 (the “Reverse Split”). References in this Table 2 to security or aggregate offering amounts have not been adjusted to reflect the Reverse Split. |