EX-FILING FEES 4 ny20018184x3_ex107.htm FILING FEES TABLE

Exhibit 107
Calculation of Filing Fee Tables
SC TO-T
(Form Type)
Theseus Pharmaceuticals, Inc.
(Name of Subject Company – Issuer)
Concentra Merger Sub II, Inc.
(Names of Filing Persons — Offeror)
Concentra Biosciences, LLC
(Names of Filing Persons — Parent of Offeror)
Table 1: Transaction Valuation



 Transaction   
Valuation*
Fee
Rate
Amount of   
Filing Fee**
Fees to Be Paid
$179,043,179.72
0.00014760
$26,426.77
Fees Previously Paid
$178,150,196.28

$26,294.97
Total Transaction Valuation
$179,043,179.72
   
Total Fees Due for Filing

  $26,426.77
Total Fees Previously Paid

   $26,294.97
Total Fee Offsets

   $26,294.97
Net Fee Due

   $131.80

*
The transaction valuation is estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was estimated by multiplying (i) 44,649,172 issued and outstanding shares of common stock of Theseus Pharmaceuticals, Inc. (“Theseus”) to be acquired by Concentra Merger Sub II, Inc., par value $0.0001 per share (the “Shares”), which is based on information provided by Theseus as of January 29, 2024; and (ii) $4.01, the average of the high and low sales prices per Share on January 26, 2024, as reported by the Nasdaq Stock Market LLC (which, for the purposes of calculating the filing fee only, shall be deemed to be the Reference Price).
**
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2024 beginning on October 1, 2023, issued on August 25, 2023, by multiplying the transaction valuation by 0.00014760.

Table 2: Fee Offset Claims and Sources
 
                     
 
 
 
 
       
   
Registrant or Filer Name
 
Form or Filing Type
 
File Number
Initial Filing Date
Filing Date
Fee Offset Claimed
Fee Paid with Fee Offset Source
               
Fee Offset Claims
     
Schedule TO
 
005-92944
January 9, 2024
 
$26,294.97
 
               
Fee Offset Sources
 
Concentra Merger Sub II, Inc.; Concentra Biosciences, LLC; Tang Capital Partners, LP and Tang Capital Management, LLC.
 
Schedule TO
 
005-92944
 
January 9, 2024
 
$26,294.97