| Calculation of Filing Fee Tables | |||
| S-1 | |||
| Azitra, Inc. | |||
| Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable |
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | 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 | 1 | Equity | Common Stock | Other | 255,699,381 | $ 0.18315 | $ 46,831,341.63 | 0.0001381 | $ 6,467.41 | ||||
| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Total Offering Amounts: | $ 46,831,341.63 | $ 6,467.41 | |||||||||||
| Total Fees Previously Paid: | $ 0.00 | ||||||||||||
| Total Fee Offsets: | $ 0.00 | ||||||||||||
| Net Fee Due: | $ 6,467.41 | ||||||||||||
| Offering Note |
| 1 | (1) The registration statement registers the resale by the selling stockholders of an aggregate of 255,699,381 shares of Common Stock, consisting of (i) 85,223,129 shares of Common Stock issuable upon either (x) the conversion of 10,485 shares of our Series A Convertible Non-Redeemable Preferred Stock (the "Series A Preferred Stock") into shares of Common Stock (the "Series A Conversion Shares") or (y) the exercise of prefunded-warrants, issued upon conversion of the Series A Preferred Stock in lieu of the Series A Conversion Shares, to purchase up to 85,223,129 shares of Common Stock; (ii) 85,223,126 shares of Common Stock issuable upon either (x) the exercise of Series B Common Stock Purchase Warrants (the "Series B Warrants," and such shares issuable upon exercise of the Series B Warrants, the "Series B Warrant Shares") or (y) the exercise of prefunded-warrants, issued upon exercise of the Series B Warrants in lieu of the Series B Warrant Shares, to purchase up to 85,223,126 shares of Common Stock;and (iii) 85,223,126 shares of Common Stock issuable upon either (x) the exercise of Series C Common Stock Purchase Warrants (the "Series C Warrants," and such shares issuable upon exercise of the Series C Warrants, the "Series C Warrant Shares") or (y) the exercise of prefunded-warrants, issued upon exercise of the Series C Warrants in lieu of the Series C Warrant Shares, to purchase up to 85,223,126 shares of Common Stock. (2) Pursuant to Rule 416 under the Securities Act, the shares of Common Stock being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares of Common Stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. (3) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low price per share of the Registrant's Common Stock as reported on the NYSE American on May 15, 2026. | ||||||
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| Table 2: Fee Offset Claims and Sources | ☑Not Applicable |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses | ☑Not Applicable |
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | |
|---|---|---|---|---|---|---|---|