EX-FILING FEES 5 tm2519996d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

Century 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 (1)
Proposed
  Maximum  
Offering
Price Per
Unit (2)
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
  Primary Offering of Securities:                  
Fees to Be Paid Equity

Common Stock,

par value $0.0001 per share (3)

457(o)        
Fees to Be Paid Equity Preferred Stock, par value $0.0001 per share (4) 457(o)        
Fees to Be Paid Debt Debt Securities (5) 457(o)        
Fees to Be Paid Equity Warrants (6) 457(o)        
Fees to Be Paid Other Units (7) 457(o)        
Fees to Be Paid Other Subscription Rights 457(o)        

 

 

 

 

Fees to Be Paid Unallocated
(Universal)
Shelf
(1) 457(o) (1) 0.0001531 $0        
Carry Forward Securities

Carry

Forward

Securities

Equity

Common Stock,

par value $0.0001 per share

415(a)(6)           S-3 333-265975 July 13, 2022  

Carry

Forward

Securities

Equity Preferred Stock, par value $0.0001 per share 415(a)(6)           S-3 333-265975 July 13, 2022  

Carry

Forward

Securities

Debt Debt Securities 415(a)(6)           S-3 333-265975 July 13, 2022  

Carry

Forward

Securities

Equity Warrants 415(a)(6)           S-3 333-265975 July 13, 2022  

Carry

Forward

Securities

Other Units 415(a)(6)           S-3 333-265975 July 13, 2022  

Carry

Forward

Securities

Other Subscription Rights 415(a)(6)           S-3 333-265975 July 13, 2022  

Carry

Forward

Securities

Unallocated
(Universal)
Shelf
- 415(a)(6) (8) - $200,000,000(8)   - S-3 333-265975 July 13, 2022 $18,540
                   
  Total Offering Amounts    $200,000,000   $0        
  Total Fees Previously Paid               
  Total Fee Offsets               
  Net Fee Due        $0        

 

 

 

 

(1) The amount to be registered consists of up to $200,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants, units and/or subscription rights. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock or preferred stock as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.
   
(2) The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

 

(3) Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

 

(4) Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

 

(5) Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.

 

(6) Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

 

(7) Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
   
(8) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $200,000,000 of unsold securities (the “Unsold Securities”) previously registered by the registrant pursuant to the registration statement on Form S-3 (File No. 333-265975) (the “Prior Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2022 and declared effective by the SEC on July 13, 2022. The registrant previously paid a fee of $46,350 in connection with the filing of the Prior Registration Statement, of which $18,540 relates to the $200,000,000 Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The previously paid filing fee relating to such Unsold Securities under the Prior Registration Statement will continue to be applied to such Unsold Securities registered on this registration statement and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to 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) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.