EX-FILING FEES 4 rnaz-20221231xexfilingfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

TransCode Therapeutics, Inc.

(Exact Name of Each Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

  

Security
Type

  

Security
Class Title

  

Fee
Calculation
or Carry
Forwar
 Rule

  

Amount
Registered

  

Proposed
Maximum
Offering
Price Per
Unit

  

Maximum
Aggregate
Offering
Price(1)

  

Fee Rate

  

Amount of
Registration
Fee

  

Fees to be Paid

Equity

Common Stock, par value $0.0001 per share (“Common Stock”) (2)

457(o)

$

7,500,000

0.00014760

$

1,107.00

Fees to be Paid

Other

Pre-funded Warrants to purchase Common Stock (3)

Other

(3)

Fees to be Paid

Equity

Common Stock underlying the Pre-Funded Warrants (3)

457(o)

(3)

Fees to be Paid

Other

Common Stock Purchase Warrants to purchase Common Stock

Other

(4)

Fees to be Paid

Equity

Common Stock underlying the Common Stock Purchase Warrants

457(o)

$

7,500,000

0.00014760

$

1,107.00

Fees to be Paid

Other

Placement Agent Warrants to purchase Common Stock

Other

(4) (5)

Fees to be Paid

Equity

Common Stock underlying the Placement Agent Warrants

457(o)

$

562,504

0.00014760

$

83.03

Total Offering Amounts

$

15,562,504

0.00014760

$

2,297.03

Total Fees Previously Paid

$

Total Fee Offsets

$

Net Fee Due

$

2,297.03

(1)Estimated solely for the purpose of calculating the amount of the registration fee in pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.

(3)The proposed maximum aggregate offering price of the Common Stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Stock and pre-funded warrants (including the Common Stock issuable upon exercise of the pre-funded warrants), if any, is $7,500,000.

(4)No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.

(5)We have calculated the proposed maximum aggregate offering price of the Common Stock underlying the placement agent warrants by assuming that such warrants are exercisable at a price per share equal to 125% of the price per share and accompanying warrants sold in this offering.