Security Type

Security Class Title

Fee Calculation

Rule

Amount

Registered(1)

Proposed Maximum Offering Price Per Share(2)

Maximum

Aggregate Offering

Price(2)

Fee Rate

Amount of

Registration Fee

Equity

Common stock, par

value $0.001 per share

457(c) and 457(h)

4,444,444(3)

$2.20

$ 9,777,777

0.00011020

$1078.00

Total Offering Amounts

$9,777,777

$1078.00

Total Fee Offsets

$0.00

Net Fee Due

$1078.00

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock, as applicable.

(2)

Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) of the Securities Act, based on the average of the high and low prices of Common Stock as reported in the consolidated reporting system by NASDAQ Capital Market on August 8, 2023.

(3)

Represents 4,444,444 additional shares of Common Stock reserved for future issuance under the Grove, Inc. 2019 Amended and Restated Incentive Stock Plan.