EX-FILING FEES 4 tmb-20240430xexfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Xilio 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

17,580,566 (1)

$1.016 (2)

$17,861,855.06 (2)

0.00014760

$2,636.41

Fees
Previously
Paid

Carry Forward Securities

Carry
Forward
Securities

Total Offering Amounts

$17,861,855.06 (2)

$2,636.41

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$2,636.41


(1)

The shares of common stock will be offered for resale by the selling stockholders pursuant to the prospectus contained in the registration statement to which this exhibit is attached. The registration statement registers the resale of an aggregate of 17,580,566 shares of the Registrant’s common stock, which consists of (i) 1,953,125 outstanding shares of common stock and (ii) 15,627,441 shares of common stock issuable upon the exercise of outstanding pre-funded warrants. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable upon stock splits, stock dividends, or other distribution, recapitalization or similar events.

(2)

This estimate is made pursuant to 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 Registrant’s common stock on April 25, 2024, as reported on the Nasdaq Global Select Market.