EX-FILING FEES 5 d791869dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-1

(Form Type)

Spyre 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
Rule
  Amount
Registered
    Proposed
Maximum
Offering
Price Per
Unit
    Maximum
Aggregate Offering
Price
    Fee Rate     Amount of
Registration
Fee
 
                 

Fees to Be

Paid

 

Equity

 

Common stock, par value $0.0001 per share(1)

  457(c)     4,865,000(2)       $34.19(3)     $ 166,334,350.00     $ 0.0001476     $ 24,550.95  
                 
       

Total Offering Amounts

                      $ 166,334,350.00             $ 24,550.95  
                 
       

Total Fees Previously Paid

                                         
                 
       

Total Fee Offsets

                                         
                 
       

Net Fee Due

                                      $ 24,550.95  

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of shares of common stock, par value $0.0001 per share (the “common stock”), of Spyre Therapeutics, Inc. (the “Registrant”), that may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar events.

(2)

Represents 4,865,000 shares of common stock issuable upon conversion of 150,000 shares of Series B Preferred Stock held by certain selling stockholders.

(3)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock on The Nasdaq Global Select Market on April 17, 2024 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

Table 3: Combined Prospectuses

 

             

Security
Type

  Security Class Title   Amount of
Securities
Previously
Registered(1)
    Maximum
Aggregate Offering
Price of Securities
Previously
Registered
   

Form
Type

  File Number     Initial Effective Date
             

Equity

 

Common stock, $0.0001 par value per share(2)

    16,496,424(3)     $ 147,807,959.04     S-1     333-273769     November 20, 2023
             

Equity

 

Common stock, $0.0001 par value per share(2)

    11,999,978(4)     $ 181,679,666.92     S-1     333-276251     April 1, 2024

 

(1)

Pursuant to Rule 416 under the Securities Act, this registration statement also covers an indeterminate number of securities of common stock of the Registrant that may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar events.


(2)

No registration fee is payable in connection with these shares that were previously registered under (i) the registration statement on Form S-1 (No. 333-273769), initially filed by the Registrant on Form S-3 on August 7, 2023, and declared effective on November 20, 2023, as most recently amended by Post-Effective Amendment No. 3 to Form S-1, filed on March 27, 2024 and declared effective on April 1, 2024 (the “Prior Registration Statement #1,” as amended and/or supplemented) and (ii) the registration statement on Form S-1 (No. 333-276251), initially filed by the Registrant on December 22, 2023, and declared effective on April 1, 2024 (the “Prior Registration Statement #2,” as amended and/or supplemented), because such shares are being transferred from the Prior Registration Statement #1 and the Prior Registration Statement #2 pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to each of the Prior Registration Statement #1 and the Prior Registration Statement #2, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.

(3)

Represents an aggregate of 16,496,424 shares of common stock registered for resale by the selling securityholders named in the Prior Registration Statement #1, consisting of (i) 8,864 shares of common stock and (ii) 16,239,000 shares of common stock that were issued upon the conversion of 412,189 shares of Series A preferred stock, par value $0.0001 per share. If securities previously registered under the Prior Registration Statement #1 are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

(4)

Represents an aggregate of 11,999,978 shares of common stock registered for resale by the selling securityholders named in the Prior Registration Statement #2, consisting of (i) 5,999,978 shares of common stock, and (ii) 6,000,000 shares of common stock issuable upon the conversion of 150,000 shares of Series B preferred stock, par value $0.0001. If securities previously registered under the Prior Registration Statement #2 are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.