EX-FILING FEES 6 d947982dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Kalaris Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

               

Security

Type

 

Security

Class Title

 

Fee

 Calculation 

Rule

 

 Amount 

 Registered (1) 

 

 Proposed 

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

 Amount of 

 Registration 

Fee

               
Equity   Common Stock, $0.0001 par value per share   Other   1,144,690 shares (2)    $0.81 (3)    $927,198.90 (3)    0.0001531    $141.96
               
                 
               
Equity   Common Stock, $0.0001 par value per share   Other   222,724 shares (4)   $2.92 (5)   $650,354.08 (5)   0.0001531   $99.57
               
Equity   Common Stock, $0.0001 par value per share   Other   1,435,304 shares (6)   $2.92 (5)   $4,191,087.68 (5)   0.0001531   $641.66
               
Equity   Common Stock, $0.0001 par value per share   Other   100,037 shares (7)   $2.92 (5)   $292,108.04(5)   0.0001531   $44.73
         
Total Offering Amounts     $6,060,748.70     $927.92
         
Total Fee Offsets         — 
         
Net Fee Due               $927.92

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Represents 1,144,690 shares of Common Stock, $0.0001 par value per share (“Common Stock”), issuable upon the exercise of options granted under the 2019 Equity Incentive Plan (the “2019 Plan”) that were assumed by the Registrant pursuant to the Agreement and Plan of Merger, dated November 7, 2024, by and among the Registrant, Kalaris Tx, Inc. (formerly Kalaris Therapeutics, Inc.) and Aurora Merger Sub, Inc. (the “Merger Agreement”) and are outstanding as of the date of this Registration Statement.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act and based on a weighted average exercise price of $0.81 per share of the outstanding options under the 2019 Plan as of the date of this Registration Statement.

(4)

Represents 222,724 shares of Common Stock reserved for issuance under the 2019 Plan that were assumed by the Registrant pursuant to the Merger Agreement and available for future issuance as of the date of this Registration Statement.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Market on May 29, 2025.


(6)

Represents (i) an additional 935,120 shares of Common Stock issuable under the 2020 Stock Option and Grant Plan (the “2020 Plan”), as approved by the Registrant’s stockholders at a special meeting held on March 12, 2025, (ii) an additional 248,150 shares added to the 2020 Plan as of January 1, 2024, pursuant to the 2020 Plan’s evergreen provision, and (iii) an additional 252,034 shares added to the 2020 Plan as of January 1, 2025, pursuant to the 2020 Plan’s evergreen provision.

(7)

Represents (i) an additional 49,631 shares added to the 2020 Employee Stock Purchase Plan (the “ESPP”) as of January 1, 2024, and (ii) an additional 50,406 shares added to the ESPP as of January 1, 2025, each pursuant to the ESPP’s evergreen provision.