S-1 EX-FILING FEES 0001841330 N/A N/A 0001841330 1 2025-11-17 2025-11-17 0001841330 2 2025-11-17 2025-11-17 0001841330 3 2025-11-17 2025-11-17 0001841330 4 2025-11-17 2025-11-17 0001841330 5 2025-11-17 2025-11-17 0001841330 6 2025-11-17 2025-11-17 0001841330 7 2025-11-17 2025-11-17 0001841330 2025-11-17 2025-11-17 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

Pasithea Therapeutics Corp.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share ("Common Stock")   (1)   457(o)       $     $ 10,000,000.00   0.0001381   $ 1,381.00
Fees to be Paid   Equity   Pre-Funded Warrants to purchase Common Stock   (2)   Other                         0.00
Fees to be Paid   Equity   Common Stock underlying the Pre-Funded Warrants   (3)   457(o)                          
Fees to be Paid   Equity   Warrants to purchase Common Stock   (4)   Other                         0.00
Fees to be Paid   Equity   Common Stock underlying the Warrants   (5)   457(o)               10,000,000.00   0.0001381     1,381.00
Fees to be Paid   Equity   Placement Agent Warrants to purchase Common Stock   (6)   Other                         0.00
Fees to be Paid   Equity   Common Stock underlying the Placement Agent Warrants   (7)   457(o)       $     $ 875,000.00   0.0001381   $ 120.84
                                           
Total Offering Amounts:   $ 20,875,000.00         2,882.84
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 2,882.84

__________________________________________
Offering Note(s)

(1) 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 (the “Securities Act”).

Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover an indeterminable number of additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.
(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 (the “Securities Act”).

The proposed maximum aggregate offering price of the Common Stock to be issued in the offering 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 $10,000,000.

No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(3) 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 (the “Securities Act”).

The proposed maximum aggregate offering price of the Common Stock to be issued in the offering 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 $10,000,000.
(4) 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 (the “Securities Act”).

No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(5) 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 (the “Securities Act”).
(6) 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 (the “Securities Act”).

No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(7) 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 (the “Securities Act”).

The Placement Agent Warrants are exercisable for a number of shares of Common Stock equal to 7% of the shares of Common Stock sold in this offering (including the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants), at an exercise price equal to 125% of the public offering price per share and accompanying Warrants.