EX-FILING FEES 6 d707576dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

ALTO NEUROSCIENCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               

Security

Type

 

Security

Class

Title

  Fee
Calculation
Rule
  Amount
Registered(1)
  Proposed
Maximum
Offering
Price Per
Share
 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

  Amount of
Registration
Fee
               
Equity   Common Stock, $0.0001 par value per share, 2019 Equity Incentive Plan   Other(2)   3,471,134(3)   $4.51(2)   $15,654,815.34   0.00014760   $2,310.65
               
Equity   Common Stock, $0.0001 par value per share, 2024 Equity Incentive Plan   Other(4)   2,000,000(5)   $16.00(4)   $32,000,000.00   0.00014760   $4,723.20
               
Equity   Common Stock, $0.001 par value per share, 2024 Employee Stock Purchase Plan   Other(6)   250,000(7)   $13.60(6)   $3,400,000.00   0.00014760   $501.84
         
Total Offering Amounts     $51,054,814.34     $7,535.69
         
Total Fee Offsets        
         
Net Fee Due         $7,535.69

 

(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 (“Common Stock”) of Alto Neuroscience, Inc. (the “Registrant”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”), the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”), or the Registrant’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 3,471,134 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2019 Plan are calculated using the weighted-average exercise price of $4.51 per share for such stock options.


(3)

Represents shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2019 Plan. No additional stock awards will be granted under the 2019 Plan.

 

(4)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated on the basis of $16.00 per share (the “IPO Price”), which is the initial public offering price per share of the Registrant’s Common Stock set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on February 5, 2024 pursuant to Rule 424(b) of the Securities Act.

 

(5)

Represents 2,000,000 shares of Common Stock reserved for future grant under the 2024 Plan. The 2024 Plan also provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2024 Plan on January 1st of each year, commencing on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding year; provided, however, that the Registrant’s board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. This explanation is provided for information purposes only. The issuance of such additional shares is not being registered on this Registration Statement.

 

(6)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated on the basis of the IPO Price, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2024 ESPP.

 

(7)

Represents 250,000 shares of Common Stock reserved for future grant under the 2024 ESPP. The 2024 ESPP provides that an additional number of shares of Common Stock will automatically be added annually to the shares authorized for issuance under the 2024 ESPP on January 1st of each year, commencing on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year and (ii) 750,000 shares of Common Stock; provided, however, that the Registrant’s board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. This explanation is provided for information purposes only. The issuance of such additional shares is not being registered on this Registration Statement.