EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
JOANN 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 |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |||||||
| Equity | Common Stock, par value $0.01 per share | Other | 400,000 | $7.075 | $2,830,000 | $92.70 per $1 million | $263 | |||||||
| Equity | Common Stock, par value $0.01 per share | Other | 1,396,095 | $7.075 | $9,877,372.125 | $92.70 per $1 million | $916 | |||||||
| Total Offering Amounts | $12,707,372.125 | $1,179 | ||||||||||||
| Total Fee Offsets | $0 | |||||||||||||
| Net Fee Due | $1,179 | |||||||||||||
The amount registered reflected in row one of Table 1 above represents the maximum number of additional shares of Common Stock, par value $0.01 per share (the “Common Stock”), of JOANN Inc. (the “Registrant”) issuable pursuant to the JOANN Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), being registered on the Registration Statement on Form S-8 (the “Registration Statement”) to which this exhibit relates. The amount registered reflected in row two of Table 1 above represents the maximum number of additional shares of Common Stock of the Registrant issuable pursuant to the JOANN Inc. 2021 Equity Incentive Plan (the “Equity Plan” and, together with the ESPP, the “Share Plans”), being registered on the Registration Statement to which this exhibit relates. Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), the Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Share Plans. The proposed maximum offering price per unit and the maximum aggregate offering prices in Table 1 above are estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of Common Stock on the New York Stock Exchange on June 7, 2022, which is a date within five business days prior to filing.
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 |
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Fee Offset Sources |
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The Registrant is not relying on Rule 457(p) under the Securities Act to offset any of the filing fee due with respect to the Registration Statement to which this exhibit relates, so no information is provided under this Table 2.