EXHIBIT 107

 

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Blum Holdings, Inc.

(Exact Name of 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

To Be Registered

Maximum

Offering Price

Per Share

(1)

Maximum

Aggregate

Offering Price

Fee Rate

Amount of

Registration

Fee

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock, par value $0.001 per share

457(c);

457(f)(1)

774,998,097(2)

$0.023

$17,824,956.20

0.00014760

$2,630.96

Fees to Be Paid

Equity

Common Stock, par value $0.001 per share, issuable upon conversion of convertible notes

457(c);

457(f)(1)

23,542,297(3)

$0.023

$541,472.83

0.00014760

$79.92

Fees to Be Paid

Equity

Common Stock, par value $0.001 per share, issuable upon exercise of warrants

457(c);

457(f)(1)

146,243,471(4)

$0.023

$3,363,599.83

0.00014760

$496.47

Fees to Be Paid

Equity

Series V Preferred Stock, par value $0.001 per share

457(c);

457(f)(1)

14,071,431 (5)

-(6)

-(6)

-

-(6)

Fees to Be Paid

Equity

Common Stock issuable upon the conversion of Series V Preferred Stock

457(c);

457(f)(1)

140,714,310(7)

$0.023

$3,236,429.13

0.00014760

$477.70

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

$3,685.05

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

$3,685.05

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(f)(1) of the Securities Act, based upon the average of the high and low sales price of the Common Stock as reported by The OTC Markets Group, Inc. on October 3, 2023.

 

(2) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc. estimated to be issuable pursuant to the holding company reorganization described in the proxy statement/prospectus that forms a part of this registration statement upon conversion of shares of common stock of Unrivaled Brands, Inc., based upon the number of shares of common stock of Unrivaled Brands, Inc. outstanding at the close of business on October 2, 2023. Pursuant to the holding company reorganization, each outstanding share of common stock of Unrivaled Brands, Inc. will be automatically converted into the right to receive one share of Common Stock of Blum Holdings, Inc.

 

(3) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc. issuable upon conversion of convertible notes issued by Unrivaled Brands, Inc. that are outstanding as of October 3, 2023.

 

(4) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc issuable upon exercise of warrants issued by Unrivaled Brands, Inc. that are outstanding as of October 3, 2023.

 

(5) Represents the maximum number of shares of Series V Preferred Stock of Blum Holdings, Inc. estimated to be issuable to existing Unrivaled Brands, Inc. preferred shareholders in connection with the holding company reorganization described in the proxy statement/prospectus that forms a part of this registration statement.

 

(6) Pursuant to Rule 457(g) under the Securities Act of 1933, as amended, if shares of convertible preferred stock are to be registered for distribution in the same registration statement as the securities to be offered pursuant thereto, no separate registration fee shall be required.

 

(7) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc. issuable upon conversion of preferred stock issued by Unrivaled Brands, Inc. that are outstanding as of October 3, 2023.