Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Ensysce Biosciences, Inc.

(Exact Name of Each Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   

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
    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 stock, par value $0.0001 per share, underlying secured convertible notes   Rule 457(c)     1,750,000 (3)   $ 0.80       $ 1,400,000       0.00011020     $ 155                        
    Equity   Common stock, par value $0.0001 per share, underlying warrants   Rule 457(c)     522,094       0.80         417,676       0.00011020       47                              
Fees Previously Paid                                                                                  
Carry Forward Securities
Carry Forward Securities   Equity   Common stock, par value $0.0001 per share, underlying warrants   Rule 415(a)(6)     522,094       0.98       $ 511,653       0.00011020     $ 57       S-3       333-268858       December 29, 2022     $47
    Total Offering Amounts       $               $ 202                              
    Total Fees Previously Paid                       $ 519                              
    Total Fee Offsets                       $ 47                              
    Net Fee Due       $               $ 155                              

 

(1) The shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), offered hereby also include such presently indeterminate number of shares of Common Stock as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
   
(2) Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.80, which is the average of the high and low prices of the Common Stock as reported on The NASDAQ Capital Market on January 26, 2023, which date is within five business days prior to filing this Registration Statement.
   
(3) Represents the resale of shares of Common Stock issuable or potentially issuable upon the conversion of certain secured convertible 6% original issue discount promissory notes in the aggregate principal amount remaining of $299,471 (after giving effect to the 6% original issue discount and partial conversion of the original aggregate principal amount of $8,480,000 previously registered) that were issued to investors in certain private transactions described herein, plus interest thereon at the rate of 6% per annum based on a conversion price of $0.80 (after giving effect to certain potential anti-dilution adjustments), which is the average of the high and low prices of the Common Stock as reported on The NASDAQ Capital Market on January 26, 2023, which date is within five business days prior to filing this Registration Statement.
   
(4) Represents the resale of shares of Common Stock issuable or potentially issuance upon the exercise, at an exercise price of $0.80 per share, of certain warrants to purchase shares of Common Stock that were issued to investors in certain private transactions described herein (after giving effect to certain potential anti-dilution adjustments), which is the average of the high and low prices of the Common Stock as reported on The NASDAQ Capital Market on January 26, 2023, which date is within five business days prior to filing this Registration Statement.