EX-FILING FEES 26 tmb-20250331xexfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

CARISMA 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,
$0.001
par value
per share

Other

327,677,643 (1)

(2)

$1,092.26 (2)

$0.00015310

$0.17

Fees
Previously
Paid

Carry Forward Securities

Carry
Forward
Securities

Total Offering Amounts 

$1,092.26 (2)

$0.17

Total Fees Previously Paid 

Total Fee Offsets 

Net Fee Due 

$0.17

(1)Relates to common stock, $0.001 par value per share, of Carisma Therapeutics Inc., a Delaware corporation (“Carisma”), issuable to holders of common stock, $0.00001 par value per share, of OrthoCellix, Inc., a Delaware corporation (“OrthoCellix”), in the proposed merger of Azalea Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Carisma, with and into OrthoCellix, with OrthoCellix surviving as a wholly owned subsidiary of Carisma and the surviving company of the merger.

The amount of common stock of Carisma to be registered includes the estimated maximum number of shares of common stock of Carisma that are expected to be issued pursuant to the proposed merger, without taking into account the effect of a contemplated reverse stock split of common stock of Carisma and assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 327,677.6433 shares of common stock of Carisma for each outstanding share of common stock of OrthoCellix.

(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. OrthoCellix 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 of common stock expected to be issued in the proposed merger is one-third of the aggregate par value of the OrthoCellix securities expected to be exchanged in the proposed merger.