EX-FILING FEES 6 d496724dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF REGISTRATION FEE

TScan Therapeutics, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities (Form S-3)

 

                         
    

Security

Type

 

Security
Class

Title

  Fee
Calculation
or Carry
Forward
Rule
 

Amount

Registered

  Proposed
Maximum
Offering
Price Per
Unit (2)
 

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 $0.0001 per share

(3)

  457(o)   $ —   $ —   $ —     $ —          
                         
Fees to Be Paid   Equity  

Preferred Stock

(4)

  457(o)                    
                         
Fees to Be Paid   Debt  

Debt Securities

(5)

  457(o)                    
                         
Fees to Be Paid   Equity  

Warrants

(6)

  457(o)                    
                         
Fees to Be Paid   Equity  

Units

(7)

  457(o)                    
                         
Fees to Be Paid   Unallocated (Universal) Shelf   (1)   457(o)    $250,000,000       $250,000,000     0.0001102    $ 27,550          
                     
Fees to Be Paid   Total Registration Fee:   $250,000,000   N/A*   $250,000,000     $ 27,550          
 
Carry Forward Securities
                         
Carry Forward Securities                        
                   
    Total Offering Amounts     $250,000,000     $ 27,550          
                   
    Total Fees Previously Paid                  
                   
    Total Fee Offsets                  
                   
    Net Fee Due               $ 27,550                

 

(1)

The amount to be registered consists of up to $250,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.


 
(2)

The proposed maximum offering price per security 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 General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended.

(3)

Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(4)

Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(5)

Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.

(6)

Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(7)

Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

*

The proposed maximum offering price per unit is not applicable in that these securities are not issued in predetermined amounts or units.