EX-FILING FEES 5 d535147dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

Tourmaline Bio, Inc.

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, par value $0.0001 per share to be issued pursuant to the Tourmaline Bio, Inc. 2022 Equity Incentive Plan  

Rule

457(h)(1)

 

1,403,408

shares(2)

  $8.36(5)   $11,732,490.88   0.0001476   $1,731.72
               
Equity   Common Stock, par value $0.0001 per share to be issued pursuant to the Tourmaline Bio, Inc. 2023 Equity Incentive Plan  

Rule 457(c)

and (h)(1)

 

2,033,677

shares(3)

  $11.11(6)  

$22,594,151.47

  0. 0001476  

$3,334.90

               
Equity   Common Stock, par value $0.0001 per share to be issued pursuant to the Tourmaline Bio, Inc. 2023 Employee Stock Purchase Plan  

Rule 457(c)

and (h)(1)

 

203,367

shares(4)

  $9.45(7)  

$1,921,818.15

  0. 0001476  

$283.67

           
Total Offering Amounts  

3,640,452

shares

   

$36,248,460.50

   

$5,350.29

           
Total Fee Offsets           $0.00
           
Net Fee Due                  

$5,350.29

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of Tourmaline Bio, Inc. (formerly Talaris Therapeutics, Inc., the “Registrant”), par value $0.0001 per share (“Common Stock”), that become issuable under the Registrant’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”), 2023 Equity Incentive Plan (the “2023 Plan”) and 2023 Employee Stock Purchase Plan (the “2023 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Represents shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2022 Plan.

(3)

Represents shares of Common Stock reserved for future grant under the 2023 Plan. The 2023 Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2023 Plan on January 1 of each calendar year, from January 1, 2024 through (and including) January 1, 2033, in an amount equal to (a) 5% of the total number of shares of Common Stock of the Registrant issued and outstanding on December 31st of the preceding calendar year; or (b) a lesser number of shares of Common Stock determined by the registrant’s board of directors (the “Board”) prior to the date of increase.

(4)

Represents 203,367 shares of Common Stock reserved for future grant under the 2023 ESPP (the “Initial Share Reserve”). The 2023 ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2023 ESPP on January 1st of each calendar year, from January 1, 2024 through (and including) January 1, 2033, in an amount equal to the lesser of: (a) 1% of the total number of shares of Common Stock issued and outstanding on December 31st of the preceding calendar year; (b) a number of shares equal to three times the Initial Share Reserve, or 610,101 shares; or (c) such lesser number of shares of Common Stock as determined by the Board.

(5)

This estimate is made pursuant to Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The proposed maximum aggregate offering price per unit and proposed maximum aggregate offering price for the 1,403,408 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2022 Plan, as of the date of this Registration Statement, are calculated using the weighted-average exercise price of such stock options of $8.36 per share.

(6)

This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on October 20, 2023, as reported on The Nasdaq Stock Market, which date is within five business days prior to the filing of this Registration Statement.

(7)

This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on October 20, 2023, as reported on The Nasdaq Stock Market, which date is within five business days prior to the filing of this Registration Statement, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2023 ESPP.