EX-FILING FEES 13 d471045dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

TALARIS THERAPEUTICS, 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,

$0.0001

par value

per share

  Other   157,921,354 (1)   (2)   $5,264.05 (2)   $0.0001102   $0.59          
                         

Fees

Previously

Paid

  —     —     —     —     —     —       —            
 
Carry Forward Securities
                         

Carry

Forward

Securities

  —     —     —     —       —         —     —     —     —  
                   
    Total Offering Amounts      $5,264.05 (2)   —     $0.59          
                   
    Total Fees Previously Paid          —            
                   
    Total Fee Offsets          —            
                   
    Net Fee Due                $0.59                

 

(1)

Relates to common stock, $0.0001 par value per share, of Talaris Therapeutics, Inc., a Delaware corporation (“Talaris”), issuable to holders of common stock, $0.0001 par value per share of Tourmaline Bio, Inc., a Delaware corporation (“Tourmaline”), in the proposed merger of Terrain Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Talaris, with and into Tourmaline, with Tourmaline surviving as a wholly owned subsidiary of Talaris, and Talaris being the surviving corporation of the merger. The amount of common stock of Talaris to be registered includes the estimated maximum number of shares of common stock of Talaris that are expected to be issued (or become issuable) pursuant to the merger and the transactions related thereto, without taking into account the effect of a reverse stock split of common stock of Talaris, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 0.7592 shares of common stock of Talaris for each outstanding share of common stock of Tourmaline. Such exchange ratio is only an estimate as the actual exchange ratio will be determined in connection with the closing of the merger. In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any securities that may from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. Tourmaline is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued is one-third of the aggregate par value of the Tourmaline securities expected to be exchanged for the shares of Talaris common stock being registered.