EX-FILING FEES 18 ny20005172x1_ex107.htm FILING FEES TABLE

Exhibit 107

Calculation of Filing Fee Tables

Form S-4
(Form Type)

GEMINI 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, $0.0001 par value per share
 
Other
 
168,170,482 (1)
 
 
$67,033,209.25 (2)
 
$0.0000927
 
$6,213.98
               
Fees
Previously
Paid
 
 
 
 
 
 
     
               
Carry Forward Securities
Carry
Forward
Securities
 
 
 
 
     
         
 
 
 
   
Total Offering Amounts
     
$67,033,209.25
(2)
 
 
$6213.98
               
                   
   
Total Fees Previously Paid
             
               
                   
   
Total Fee Offsets
             
               
                   
   
Net Fee Due
             
$6213.98
               
   
(1)
Relates to common stock, $0.0001 par value per share, of Gemini Therapeutics, Inc., a Delaware corporation, or Gemini, issuable to holders of common stock, $0.0001 par value per share of Disc Medicine, Inc., a Delaware corporation, or Disc, in the proposed merger of Gemstone Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Gemini, with and into Disc, with Disc continuing as a wholly owned subsidiary of Gemini and the surviving corporation of the merger. The amount of Gemini common stock to be registered includes (a) the estimated maximum number of shares of Gemini common stock that are expected to be issued pursuant to the merger, without taking into account the effect of a reverse stock split of Gemini common stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 1.1052 shares of Gemini common stock for each outstanding share of Disc common stock and (b) a bona fide estimate of the maximum number of shares of Gemini common stock issuable pursuant to the contingent value rights (“CVRs”) issued to stockholders of record of Gemini or the persons who have the right to receive Gemini common stock immediately prior to the effective time of the proposed merger. Each holder of a CVR is entitled to Gemini common stock equal to the proceeds from the sale of assets of Gemini, if any and subject to certain deductions, prior to the tenth anniversary of the closing date divided by the volume weighted average price of Gemini’s common stock closing market prices for the five trading days prior to issuance. The number of shares of Gemini common stock issuable in connection with the CVRs is estimated by dividing the market value of the underlying assets by the average of the high and low prices per share of Gemini common stock on August 31, 2022.

(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c), Rule 457(d), Rule 457(f)(1) and Rule 457(f)(2) of the Securities Act of 1933, as amended. The proposed maximum aggregate offering price for the shares of common stock issuable in connection with the potential issuance pursuant to the CVRs was calculated based on the average of the high and low prices per share of Gemini common stock on August 31, 2022, and the market value of the underlying assets as of August 31, 2022. Disc is a private company, no market exists for its securities, and Disc has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued pursuant to the merger is one-third of the aggregate par value of the Disc securities expected to be exchanged in the proposed merger.