Exhibit 107

Calculation of Filing Fee Tables

S-1

(Form Type)

Nogin, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                 
     Security
Type
 

Security

Class

Title

  Fee
Calculation or
Carry
Forward Rule
  Amount
Registered(1)
  Proposed
Maximum
Offering
Price Per
Security
  Maximum
Aggregate Offering
Price(1)(2)
  Fee Rate   Amount of
Registration
Fee
                 

Fees to Be

Paid

  Equity   Common Stock, par
value $0.0001 per
share(3)
  Rule
457(o)
      $20,000,000.00   0.00011020   $2,204.00
                 
    Equity   Common
Warrants(4)
  Rule
457(g)
        0.00011020  
                 
    Equity   Common Stock
underlying Common
Warrants
  Rule
457(o)
      $20,000,000.00   0.00011020   $2,204.00
                 
    Equity   Pre-Funded
Warrants(3)(4)(6)
  Rule
457(g)
        0.00011020  
                 
    Equity   Common Stock
underlying
Pre-Funded
Warrants(5)
  Rule
457(o)
        0.00011020  
                 
Fees Previously Paid             $10,000,000.00   0.00011020   $1,102.00(7)
           
    Total Offering Amounts     $40,000,000.00     $4,408.00
           
    Total Fees Previously Paid     $10,000,000.00     $1,102.00
           
    Net Fee Due               $3,306.00

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)

The proposed maximum aggregate offering price of the common stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $20,000,000.00.

(4)

No fee required pursuant to Rule 457(g) under the Securities Act.

(5)

As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act and based on an assumed per-share exercise price for the Common Warrants of 100% of the public offering price of the common stock and Pre-Funded Warrants; the proposed maximum aggregate offering price of the common stock and pre-funded warrants is $20,000,000.00.

(6)

The registrant may issue Pre-Funded Warrants to purchase shares of common stock in the offering. The purchase price of each Pre-Funded Warrant will equal the price per share at which shares of common stock are being sold to the public in this offering, minus $0.0001, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the Pre-Funded Warrant will equal $0.0001 per share (subject to adjustment as provided for therein).

(7)

Fee previously paid on February 14, 2023.