FILING FEE
Published on December 8, 2022
EXHIBIT 107
Calculation of Filing Fee Tables
| Form S-3 |
| (Form Type) |
| KNOW LABS, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
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| Equity | Common Stock, par value $0.001 per share, issuable upon exercise of Underwriter Warrants
| Rule 457(c) Rule 457(g)
| 289,800 (3)
| $1.685 | $488,313 | 0.0000927 | $45.26 |
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| — | — |
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| Total Offering Amounts |
| $488,313 |
| $45.26 |
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| Total Fees Previously Paid |
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| $0.00 |
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| Total Fee Offsets |
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| $0.00 |
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| Net Fee Due |
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| $45.26 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares of common stock as may be issued or issuable because of stock splits, stock dividends and similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(g) under the Securities Act of 1933, as amended, using the average high ($1.74) and low prices ($1.63) of the common stock on the NYSE American on December 7, 2022. Shares offered hereunder may be sold by the Selling Shareholders from time to time in the open market, through privately negotiated transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices.
(3) We are registering 289,800 shares of our common stock issuable upon the exercise of outstanding underwriter warrants (the “Underwriter Warrants”) at an exercise price of $2.40 per share that were previously issued to Boustead Securities, LLC, pursuant to September 15, 2022, Underwriting Agreement between the Company and Boustead Securities, LLC, as representative (the “Representative”) of the underwriters .
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Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Type with Fee Offset Claimed | Title with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Aggregate Offering Amount with Fee Offset Claimed | Fee Paid with Fee Offset Source |
| Rule 457(b) and 0-11(a)(2) |
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| Fee Ofset Claims |
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| Fee Offset Source |
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| Rule 457(p) |
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| Fee Ofset Claims | Know Labs, Inc. | S-1 | 333-213435 | 9/1/2016 | n/a | $251.75 (1) | Equity | Common Stock, $0.001 par value per share | 3,571,428 | $2,500,000 |
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| Fee Offset Source | Know Labs, Inc. | S-1 | 333-213435 | n/a | 9/1/2016 |
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|
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| $251.75 (1) |
| Fee Ofset Claims | Know Labs, Inc. | S-1 | 333-231829 | 5/30/2019 | n/a | $2,658.71(2) | Equity | Common Stock, $0.001 par value per share | 14,337,632 | $21,936,577 |
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| Fee Offset Source | Know Labs, Inc. | S-1 | 333-231829 | n/a | 5/30/2019 |
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|
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| $2,658.71 (2) |
| Fee Ofset Claims | Know Labs, Inc. | S-1 | 333-239563 | 6/30/2020 | n/a | $2,163.85 (3) | Equity | Common Stock, $0.001 par value per share | 9,526,085 | $16,670,649 |
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| Fee Offset Source | Know Labs, Inc. | S-1 | 333-239563 | n/a | 6/30/2020 |
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| $2,163.85(3) |
| Fee Ofset Claims | Know Labs, Inc. | S-1 | 333-255918 | 5/7/2021 | n/a | $2,818.44 (4) | Equity | Common Stock, $0.001 par value per share | 11,717,200 | $25,052,136 |
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| Fee Offset Source | Know Labs, Inc. | S-1 | 333-255918 | n/a | 5/7/2021 |
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| $2,818.44 (4) |
| Fee Ofset Claims | Know Labs, Inc. | S-1 | 333-266423 | 7/29/2022 | n/a | $833.71(5) | Equity | Common Stock, $0.001 par value per share | 4,140,000 | $8,577,600 |
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| Fee Offset Source | Know Labs, Inc. | S-1 | 333-266423 | n/a | 7/29/2022 |
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| $833.71 (5) |
| (1) On September 1, 2016, the Company filed a registration statement on Form S-1 (Registration No. 333-213435), as amended, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2016 (the “Registration Statement I”). The Registration Statement I registered 3,571,428 shares of common stock of the registrant by a selling stockholder in a secondary offering with an aggregate offering price not to exceed $2,500,000, all of which remain unsold (the “Unsold Secondary Shares”). Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies the $251.75 registration fee previously paid in connection with Registration Statement I with respect to the Unsold Secondary Shares to offset the registration fees that are payable in connection with the registration of the shares of the registrant’s common stock for resale by the selling stockholder named herein. Accordingly, the filing fee transmitted herewith with respect to the secondary offering is $251.75. |
| (2) On May 30, 2019, the Company filed a registration statement on Form S-1 (Registration No. 333-231829), as amended, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2020 (the “Registration Statement II”). The Registration Statement II registered 14,337,632 shares of common stock of the registrant by selling stockholders in a secondary offering with an aggregate offering price not to exceed $21,936,577, some of which remain unsold (the “Unsold Secondary Shares”). Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies the $2,658.71 registration fee previously paid in connection with Registration Statement II with respect to the Unsold Secondary Shares to offset the registration fees that are payable in connection with the registration of the shares of the registrant’s common stock for resale by the selling stockholders named herein. Accordingly, the filing fee transmitted herewith with respect to the secondary offering is $2,658.7. |
| (3) On June 30, 2020, the Company filed a registration statement on Form S-1 (Registration No. 333-239563), as amended, which was subsequently declared effective by the SEC on July 9, 2020 (the “Registration Statement III”). The Registration Statement III registered 9,526,085 shares of common stock of the registrant by selling stockholders in a secondary offering with an aggregate offering price not to exceed $16,670,649, some of which remain unsold (the “Unsold Secondary Shares”). Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies the $2,163.85 registration fee previously paid in connection with Registration Statement III with respect to the Unsold Secondary Shares to offset the registration fees that are payable in connection with the registration of the shares of the registrant’s common stock for resale by the selling stockholders named herein. Accordingly, the filing fee transmitted herewith with respect to the secondary offering is $2,163.85. |
| (4) On May 7, 2021, the Company filed a registration statement on Form S-1 (Registration No. 333-255918), as amended, which was subsequently declared effective by the SEC on May 14, 2021 (the “Registration Statement IV”). The Registration Statement IV registered 11,717,200 shares of common stock of the registrant by selling stockholders in a secondary offering with an aggregate offering price not to exceed $25,052,136, some of which remain unsold (the “Unsold Secondary Shares”). Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies the $2,818.44 registration fee previously paid in connection with Registration Statement IV with respect to the Unsold Secondary Shares to offset the registration fees that are payable in connection with the registration of the shares of the registrant’s common stock for resale by the selling stockholders named herein. Accordingly, the filing fee transmitted herewith with respect to the secondary offering is $2,818.44. |
| (5) On July 29, 2022, the Company filed a registration statement on Form S-1 (Registration No. 333-266423), as amended, which was subsequently declared effective by the SEC on September 15, 2022 (the “Registration Statement V”). The Registration Statement V registered 4,140,000 shares of common stock of the registrant by selling stockholders in a primary offering with an aggregate offering price not to exceed $8,577,000. Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies the $833.71 registration fee previously paid in connection with Registration Statement V with respect to the registration fees that are payable in connection with the registration of the shares of the registrant’s common stock herein. Accordingly, the filing fee transmitted herewith with respect to the secondary offering is $833.71. With respect to the primary offering, the registration fee has been calculated in accordance with Rule 457(o) under the Securities Act. |
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