EX-FILING FEES 6 tm247713d2_ex-filingfees.htm EX-FILING FEES

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Passage Bio, 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 (2)
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, $0.0001 par value per share 457(o) $— $— $— —   $—          
Equity Preferred Stock, $0.0001 par value per share 457(o)        
Debt Debt Securities 457(o)        
Other Warrants 457(o)        
Other Subscription Rights 457(o)        
Other Units 457(o)        

Unallocated (Universal) Shelf

 — 457(o) $150,000,000(1) N/A $150,000,000 $0.0001476 $22,140        
Carry Forward Securities

Carry Forward Securities

Equity Common Stock, $0.0001 par value per share

Rule 415(a)

(6)

$50,000,000(1) N/A $50,000,000 $ 0.0001091 $5,455 S-3 333-253955 March 5, 2021 $5,455
  Total Offering Amounts   $200,000,000            
  Total Fees Previously Paid   $5,455(3)            
  Total Fee Offsets   $22,140(4)            
  Net Fee Due              

 

 

 

 

(1)

There is being registered hereunder an indeterminate number of shares of (a) common stock, (b) preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or debt securities of the Registrant, (e) subscription rights to purchase common stock, preferred stock or debt securities of the Registrant, and (f) units, consisting of some or all of these securities in any combination, as may be sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There is also being registered hereunder an indeterminate number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed $200,000,000. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

 

(2) The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

 

(3) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement represent $50,000,000 of unsold securities (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (No. 333-253955), filed on March 5, 2021 (the “2021 Registration Statement”).  In connection with the filing of the 2021 Registration Statement, the registrant previously paid a filing fee of  $5,455 related to $50,000,000 of the registrant’s securities (based on the filing fee rate in effect at the time of the filing of the 2021 Registration Statement). Pursuant to Rule 415(a)(6) under the Securities Act, the Unsold Securities are being carried forward and the filing fee previously paid in connection with the Unsold Securities will continue to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement.To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the 2021 Registration Statement, the Registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the 2021 Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6), the offering of securities under the 2021 Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
   

(4)

See Table 2, below

 

Table 2: Fee Offset Claims and Sources

                       
  Registrant or
Filer Name
Form or
Filing Type
File
Number
Initial
Filing Date
Filing Date Fee Offset
Claimed

Security Type
Associated with
Fee Offset

Claimed

Security Title
Associated with
Fee Offset

Claimed

Unsold
Securities
Associated with
Fee Offset

Claimed

Unsold Aggregate
Offering Amount
Associated with
Fee Offset

Claimed

Fee Paid with
Fee Offset Source
Rule 457(p)
Fee Offset Claims Passage Bio, Inc. S-3ASR (5) 333-253955 March 5, 2021   $8,182.50 Common Stock, $0.0001 par value per share (6) (6) $75,000,000  
Fees Offset Sources Passage Bio, Inc. S-3ASR(5) 333-253955   March 5, 2021           $8,182.50
Fee Offset Claims Passage Bio, Inc. POSASR(5) 333-253955 March 3, 2022   $13,957.50

Unallocated

(Universal)

Shelf

(7) (7) $175,000,000  
Fees Offset Sources Passage Bio, Inc. POSASR(5) 333-253955   March 3, 2022           $13,957.50

 

(5)

The registrant has terminated or completed any offering that included the unsold securities set forth in this Table 2 under the prior registration statement.

   
(6)

Attributable to $75,000,000 of unsold shares of common stock previously registered pursuant to a sales agreement prospectus included in the Registration Statement on Form S-3ASR (No. 333-253955) filed by the Registrant on March 5, 2021 that have not yet been issued or sold and are not being carried over to this Registration Statement.

   
(7) Attributable to $175,000,000 of an indeterminate number of securities previously registered pursuant to a post-effectivement amendment to the Registration Statement on Form S-3 (No. 333-253955), filed on March 3, 2022.  All such registered securitiesremain unsold.