EX-FILING FEES 6 nkgn-20230630xexfilingfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

S-1

(Form Type)

NKGen Biotech, 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(1)

 

Fee

Rate

 

Amount of

Registration
Fee

 

Newly Registered Securities

 

 

 

 

 

 

 

 

 

Fees to Be

Paid

 

Equity

 

Common Stock

 

457(c)

 

8,676,959(1)(4)

 

$2.96(5)

 

$25,683,799

 

$0.00014760

 

$3,791

 

 

 

 

 

 

 

 

 

Fees to Be

Paid

 

Equity

 

Warrants

 

457(i)

 

5,246,033(2)(4)

 

 

 

 

(6)

 

 

 

 

 

 

 

 

 

Fees to Be

Paid

 

Equity

 

Common Stock

 

457(c)

 

30,859,362(3)(4)

 

$2.96(5)

 

$91,343,712

 

$0.00014760

 

$13,482

 

 

 

 

 

 

 

 

Total Offering Amounts

 

 

$117,027,511

 

 

$17,273

 

 

 

 

 

 

 

 

Total Fees Previously Paid

 

 

 

 

$—

 

 

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

$—

 

 

 

 

 

 

 

 

Net Fee Due

 

 

 

 

 

 

 

$17,273

(1)Represents (i) 4,721,533 shares of Common Stock issuable upon the exercise of private warrants at an exercise price of $11.50 per share of Common Stock (the “Private Warrants”), (ii) 3,432,286 shares of Common Stock issuable upon the exercise of the public warrants, (iii) 523,140 shares of Common Stock issuable upon the exercise of warrants issued in connection with conversion of working capital loans (the “Working Capital Warrants”).

(2)Represents (i) 4,721,533 Private Warrants, (ii) 523,140 Working Capital Warrants and (iii) 1,360 Public Warrants held by James A. Graf registered for resale by the selling securityholders identified in this prospectus.

(3)Represents (i) 1,080,000 shares of Common Stock issued in connection with forward purchase agreement and forward purchase funding amount subscription agreement entered into on September 29, 2023, (ii) 1,320,000 shares of Common Stock issuable upon the conversion of the senior convertible notes, (iii) 1,000,000 shares of Common Stock issuable upon the exercise of warrants issued in connection with the securities purchase agreement, (iv) 10,209,994 shares of Common Stock issuable upon the exercise of warrant in connection with the warrant subscription agreements, and (v) up to 17,249,368 shares of common stock pursuant to that certain amended and restated registration rights agreement between us and the selling securityholders granting such holders registration rights with respect to such shares.

(4)Includes an indeterminable number of additional securities that, pursuant to Rule 416 under the Securities Act of 1933, as amended, may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the securities to be offered by the selling securityholders.

(5)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales price of the Registrant’s ordinary shares as reported on the Nasdaq Stock Market on October 18, 2023.

(6)In accordance with Rule 457(i), the entire registration fee for the Private Warrants, Working Capital Warrants and relevant Public Warrants is allocated to the Common Stock underlying the Private Warrants, the Public Warrants and the Working Capital Warrants.