EX-FILING FEES 4 tm254831d1_ex-filingfees.htm EX-FILING FEES

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Ocugen, 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(1)

 

 

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, $0.01 par value per share   Rule 457(c)   56,486,430(2)   $0.76(4)   $42,929,686.80   $0.0001531   $6,572.54        
                         
Fees to Be Paid   Equity   Common Stock, $0.01 par value per share   Rule 457(c)   1,056,338 (3)   $0.76(4)   $802,816.88   $0.0001531   $122.92        
                         
                   
    Total Offering Amounts       $43,732,503.68       $6,695.46                
                   
    Total Fees Previously Paid                              
                   
    Total Fee Offsets                              
                   
    Net Fee Due               $6,695.46                

 

(1) This registration statement shall also cover any additional securities of the registrant that may become issuable by reason of any stock split, stock dividend or similar transaction or anti-dilution adjustments in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

 

(2) Represents shares of Common Stock issuable upon conversion of $6,000,000 of the outstanding principal amount under the note or notes issued in accordance with the terms of the Loan and Security Agreement, including the initial Supplement referenced therein (collectively, the “Loan and Security Agreement”), by and among the Registrant, Avenue Capital Management II, L.P., as administrative agent and collateral agent, Avenue Venture Opportunities Fund, L.P., as a lender (“Avenue 1”), and Avenue Venture Opportunities Fund II, L.P., as a lender (“Avenue 2”, and together with Avenue 1, the “Lenders”). The number of shares of Common Stock registered by the Registrant is calculated by dividing $6,000,000 by 80% of the closing price of the Registrant’s common stock on January 27, 2025, or $0.73, in accordance with the terms of the Loan and Security Agreement.
   
(3)

Represents the shares of Common Stock issued to the Lenders in a private placement in connection with the Loan and Security Agreement.

 

(4)  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) promulgated under the Securities Act on the basis of the average of the high and the low price of Registrant’s Common Stock as reported on the Nasdaq Capital Market on January 27, 2025.