Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered and Carry Forward Securities
| Line Item Type | Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||
| Newly Registered Securities | |||||||||||||||||||||
| (1) | $ | $ | $ | ||||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||||
| Total Fees Previously Paid: | |||||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||||
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Offering Note(s)
| (1) | The 51,233,322 shares of Common Stock consist of (i) 44,414,189 shares of Common Stock issued to PIPE Purchasers in the July 2025 Private Placements, (ii) 5,728,662 shares of Common Stock underlying pre-funded warrants issued to certain PIPE Purchasers in the July 2025 Private Placements, (iii) 901,542 shares of Common Stock underlying warrants issued to Gemini NuStar, LLC in connection with the July 2025 Private Placements, (iv) 163,929 shares of Common Stock underlying warrants issued to Clear Street LLC and Aegis Capital Corp. for their role as placement agents in the July 2025 Private Placements and (v) 25,000 shares of Common Stock underlying warrants issued to a consultant engaged by the Company in connection with the July 2025 Private Placements. The registrant has previously registered the 51,233,322 shares of Common Stock in connection with its automatic Registration Statement on Form S-3ASR, filed with the Securities and Exchange Commission on August 18, 2025 (File No. 333-289676) (the "2025 S-3ASR"). This Post-Effective Amendment No. 1 amends the 2025 S-3ASR for the purpose of including disclosure required for a registrant other than a well-known seasoned issuer. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per share of Common Stock of Empery Digital Inc. as reported on Nasdaq on August 13, 2025 in connection with the 2025 S-3ASR. Previously paid in connection with the initial filing of the 2025 S-3ASR. |