EX-FILING FEES 8 d374206dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Cerevel Therapeutics Holdings, 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,

$0.0001 par value per share

   Rule 457(o)   (1)   (2)   (2)                          
Fees to Be Paid   Equity  

Preferred Stock,

$0.0001 par value per share

   Rule 457(o)   (1)   (2)   (2)                          
Fees to Be Paid   Debt   Debt
Securities		   Rule 457(o)   (1)   (2)   (2)                          
Fees to Be Paid   Other   Warrants   Rule 457(o)   (1)   (2)   (2)                          
Fees to Be Paid   Other   Units   Rule 457(o)   (1)   (2)   (2)                          
Fees to Be Paid  

Unallocated

(Universal)
Shelf

   N/A   Rule 457(o)   N/A   N/A   $403,750,000   0.0001102   $44,493.25                  
Fees Previously Paid   N/A   N/A   N/A   N/A   N/A   N/A       N/A                  
Carry Forward Securities  

Carry Forward

Securities

   Equity  

Common Stock,

$0.0001 par value per share

   Rule 415(a)(6)   (1)       $250,000,000(3)   0.0000927   N/A   S-3   333-260945   November 22, 2021   $23,175  
Carry Forward Securities   Equity  

Preferred Stock,

$0.0001 par value per share

   Rule 415(a)(6)   (1)       (2)                          
Carry Forward Securities   Debt   Debt
Securities		   Rule 415(a)(6)   (1)       (2)                          
Carry Forward Securities   Other   Warrants   Rule 415(a)(6)   (1)       (2)                          
Carry Forward Securities   Other   Units   Rule 415(a)(6)   (1)       (2)                          
Carry Forward Securities  

Unallocated

(Universal)
Shelf

   N/A   Rule 415(a)(6)   N/A   N/A   $246,250,000(3)   0.0000927   N/A   S-3   333-260945   November 22, 2021   $22,827.38  
    Total Offering Amounts        $900,000,000       $44,493.25                  
    Total Fees Previously Paid                —                    
    Total Fee Offsets                —                    
    Net Fee Due                $44,493.25                  

 

(1)

There are being registered hereunder, an indeterminate number or amount, as the case may be, of common stock, preferred stock, debt securities, warrants to purchase common stock, and units, as may be offered by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $900,000,000. The securities included hereunder may be sold separately or as units with other securities registered hereunder. The securities included hereunder also include an indeterminate number of securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 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 splits, stock dividends or similar transactions.

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities covered by this registration statement and is not specified as to each class of security pursuant to Instruction 2.A.ii.b to Item 16(b) of Form S-3 under the Securities Act.

(3)

Pursuant to Rule 415(a)(6) under the Securities Act, securities with a maximum aggregate price of $900,000,000 registered hereunder include $496,250,000 (inclusive of up to $250,000,000 of common stock that may be offered, issued and sold pursuant to a sale agreement prospectus supplement) of unsold securities, which remain unsold as of the date hereof (collectively, the “Unsold Securities”) previously covered by the registrant’s registration statement on Form S-3 (File No. 333-260945), which was initially filed with the Securities and Exchange Commission on November 10, 2021 and became effective on November 22, 2021 (the “Prior Registration Statement”). The registrant paid a filing fee of $69,525 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement) in connection with the filing of the Prior Registration Statement. Pursuant to Rule 415(a)(6), the filing fee applicable to the Unsold Securities is hereby carried forward to be applied to the Unsold Securities. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell the Unsold Securities under the Prior 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 under the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) under the Securities Act and the updated amount of newly registered securities to be included on this registration statement.