Form S-1/A Mitesco, Inc.

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per

Unit

Maximum
Aggregate
Offering
Price(1)(2)

Fee Rate

Amount of
Registration
Fee(3)

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

Equity

Common Stock, par value $0.0001 per share

457(o)

21,500,000

$.0000927

$1,993.50

Equity

Representative’s warrants to purchase Common Stock (4)

457(g)

-

-

-

Equity

Common Stock issuable upon exercise of the Representative’s warrants (5)

457(g)

$750,000

$.0000927

$69.53

Carry Forward Securities

Carry
Forward
Securities

Total Offering Amounts

22,250,000

$2,063.03 

Total Fees Previously Paid

$2,063.03 

Net Fee Due

$0

(1)

Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Includes the offering price of shares of Common Stock that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Pursuant to Rule 416 under the Securities Act, the shares registered hereby also include an indeterminate number of additional shares of Common Stock as may from time to time become issuable by reason of stock splits, distributions, recapitalizations, or other similar transactions.

(3)

Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price.

(4)

No fee required pursuant to Rule 457(g).

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The representative’s warrants are exercisable at a per share exercise price equal to 150% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is equal to 150% of $500,000 (which is 5% of $10,000,000).