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 | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |
| Newly Registered Securities | ||||||||
| Fees Previously Paid | Equity | Common Stock, par value $0.001 per share | 457(c); 457(f)(1) | 774,998,097(2) | $0.023(1) | $17,824,956.20 | 0.00014760 | $2,630.96 |
| Fees Previously 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(1) | $541,472.83 | 0.00014760 | $79.92 |
| Fees Previously 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(1) | $3,363,599.83 | 0.00014760 | $496.47 |
| Fees Previously 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 Previously Paid | Equity | Common Stock issuable upon the conversion of Series V Preferred Stock | 457(c); 457(f)(1) | 140,714,310(7) | $0.023(1) | $3,236,429.13 | 0.00014760 | $477.70 |
| Fees to Be Paid | Equity | Series N Preferred Stock, par value $0.001 per share | 457(c); 457(f)(1) | 1,250,000(8) | -(6) | -(6) | - | -(6) |
| Fees to Be Paid | Equity | Common Stock issuable upon the conversion of Series N Preferred Stock | 457(c); 457(f)(1) | 125,000,000(9) | $0.017(10) | $2,125,000.00 | 0.00014760 | $313.65 |
| Fees to Be Paid | Equity | Common Stock, par value $0.001 per share, issuable upon exercise of warrants | 457(c); 457(f)(1) | 62,500,000(11) | $0.017(10) | $1,062,500.00 | 0.00014760 | $156.83 |
| Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | 457(c); 457(f)(1) | 34,741,717(12) | $0.017(10) | $590,609.19 | 0.00014760 | $87.17 |
| Carry Forward Securities | ||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | |||
| Total Offering Amounts | $4,242.70 | |||||||
| Total Fees Previously Paid | $3,685.05 | |||||||
| Total Fee Offsets | N/A | |||||||
| Net Fee Due | $557.65 | |||||||
(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 (such date being within five business days of the date that this registration statement was first filed with the SEC).
(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 upon conversion of their Unrivaled Brands, Inc. Series V Preferred Stock into equivalent shares of Series V Preferred Stock of Blum Holdings, Inc., 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 Series V Preferred Stock issued by Unrivaled Brands, Inc. that are outstanding as of October 3, 2023.
(8) Represents the maximum number of shares of Series N Preferred Stock of Blum Holdings, Inc. estimated to be issuable to Unrivaled Brands, Inc. preferred shareholders upon conversion of Unrivaled Brands, Inc. Series N Preferred Stock into equivalent shares of Series N Preferred Stock of Blum Holdings, Inc., in connection with the holding company reorganization described in the proxy statement/prospectus that forms a part of this registration statement.
(9) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc. issuable upon conversion of Series N Preferred Stock issued by Unrivaled Brands, Inc.
(10) 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 17, 2023 (such date being within five business days of the date that this amended registration statement was filed with the SEC).
(11) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc. issuable upon exercise of warrants issued by Unrivaled Brands, Inc.
(12) Represents the maximum number of shares of Common Stock of Blum Holdings, Inc issuable upon exercise of options issued by Unrivaled Brands, Inc.