Cymabay Therapeutics (CBAY) S-3ASR Automatic shelf registration

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

CymaBay 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

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate(3)

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

Fees to Be Paid

Equity

Common Stock, $0.0001 par value per share

Rule 456(b) and Rule 457(r)

(1)

(2)

(2)

(3)

(3)

Equity

Preferred Stock, $0.0001 par value per share

Rule 456(b) and Rule 457(r)

(1)

(2)

(2)

(3)

(3)

Debt

Debt Securities

Rule 456(b) and Rule 457(r)

(1)

(2)

(2)

(3)

(3)

Other

Warrants (4)

Rule 456(b) and Rule 457(r)

(1)

(2)

(2)

(3)

(3)

Equity

Common Stock, $0.0001 par value per share

Rule 456(o) and Rule 457(r)

$100,000,000

(2)

$100,000,000

0.0001102

$11,020

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

(2)

$100,000,000

$11,020

Total Fees Previously Paid

—

—

Total Fee Offsets

Net Fee Due

$11,020

(1) The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or other securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.

(2) The proposed maximum per security and aggregate offering prices per class of securities 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. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

(3) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is deferring payment of all registration fees other than the registration fee due in connection with $100,000,000 of shares of common stock that may be issued and sold from time to time under the equity distribution agreement prospectus included in this registration statement. Any subsequent registration fees will be paid on a pay-as-you-go basis in accordance with Rule 456(b) under the Securities Act. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee rate in effect on the date of such fee payment.

(4) The warrants covered by this registration statement may be warrants to purchase common stock, preferred stock or debt securities of the Registrant.