EX-FILING FEES 8 ny20045827x1_ex107.htm FILING FEES TABLE

Exhibit 107
 
Calculation of Filing Fee Tables
 
Form S-3
(Form Type)

SENTI BIOSCIENCES, 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(3)
Fee Rate
Amount of
Registration
Fee(3)
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
457(o)
       
 
Fees to Be Paid
Equity
Preferred
Stock, par
value
$0.0001 per
share
457(o)
       
 
Fees to Be Paid
Debt
Debt
Securities
457(o)
       
 
Fees to Be Paid
Equity
Warrants
457(o)
       
 
Fees to Be Paid
Equity
Units
457(o)
       
 
Fees to Be Paid
Unallocated
(Universal)
Shelf
(1)
457(o)
$300,000,000
$300,000,000
0.00015310
    $45,930.00
       
   
Total Offering Amounts
 
$300,000,000
 
 $45,930.00
       
                     
   
Total Fees Previously Paid
     
         —
       
                     
   
Total Fee Offsets
     
$45,930.00
       
                     
   
Net Fee Due



$45,930.00





(1)
The amount to be registered consists of up to $300,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units consisting of two or more of these securities in any combination as may be sold from time to time by the registrant. The $300,000,000 of securities registered hereunder includes the shares of common stock that may be offered, issued and sold pursuant to that certain “at-the-market offering” sales agreement by and between the Registrant and Leerink Partners LLC. There is also being registered hereunder such currently indeterminate number of shares of common stock, preferred stock, debt securities, warrants or other securities of the registrant in any combination as may be issued upon the conversion, exchange or exercise of any securities that provide for such issuance. 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)
The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The aggregate public offering price of the securities registered hereunder will not exceed $300,000,000.
(4)
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.
(5)
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.
(6)
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.
(7)
Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock or preferred stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
(8)
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.