EX-FILING FEES 8 d398409dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

NGM Biopharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

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

  Equity  

Common

Stock,

par

value $0.001 

per

share(1)

                     
                         
    Equity  

Preferred

Stock,

par

value

$0.001

per

share(1)

                     
                         
    Debt  

Debt

Securities(1)

                     
                         
    Other   Warrants(1)                      
                         
   

Unallocated 

(Universal)

Shelf

    Rule 457(o)   (2)   (3)   $117,585,475   $0.00011020   $12,958          
                         

Fees

Previously 

Paid

                         
 
Carryforward Securities
                         

Carry

Forward

Securities

  Equity  

Common

Stock,

par

value

$0.001

per

share(1)

    (4)     76,164,523   0.00012980     S-3   333-238991  

June 16,

2020

  $9,886
                         
    Equity  

Preferred

Stock,

par

value

$0.001

per

share(1) 

                     
                         
    Debt  

Debt

Securities(1) 

                     
                         
    Other   Warrants(1)                      
                         
   

Unallocated

(Universal)

Shelf

 

Unallocated

(Universal)

Shelf

    (4)     $106,250,002    0.00012980      S-3   333-238991  

June 16, 

2020

  $13,792
                   
    Total Offering Amounts      $300,000,000     $12,958          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $12,958                

 

(1)

Separate consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for, other securities offered hereby.

(2)

NGM Biopharmaceuticals, Inc. (the “Registrant”) is registering hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock and/or debt securities to be sold by the Registrant from time to time at unspecified prices which shall have an aggregate initial offering price not to exceed $300,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered for sale also include such indeterminate number of shares of common stock and preferred stock as may be issued upon conversion of debt securities, such indeterminate number of shares of common stock that may be issued upon conversion of preferred stock and such indeterminate number of shares of common stock and preferred stock and principal amount of debt securities that may be issued upon exercise of warrants. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(3)

The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act.

(4)

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $182,414,525 of unsold securities (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-238991), which was declared effective on June 16, 2020 (the “Prior Registration Statement”), which include $76,164,523 of unsold common stock pursuant to the sales agreement prospectus included in the Prior Registration Statement. In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $23,678 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The filing fee associated with the offering of the Unsold Securities is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. The registrant is also registering new securities on this registration statement with an aggregate initial offering price of $117,585,475 (the “New Securities”), which aggregate offering price is not specified as to each class of securities. A filing fee of $12,958 with respect to the New Securities is being paid in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.