Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Oncternal 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 Unit | 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 | ||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, $0.001 par value per share | 457(o) | (1) | (2) | (2) | ||||||||||||||||||
Equity | Preferred Stock, $0.001 par value per share | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
Debt | Debt Securities | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
Other | Warrants | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
Other | Units | 457(o) | (1) | (2) | (2) | |||||||||||||||||||
Unallocated (Universal) Shelf | 457(o) | (1) | (2) | $11,216,026.00 | $147.60 per $1,000,000 | $1,655.49 | ||||||||||||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Equity | Common Stock, $0.001 par value per share | 415(a)(6) | (1) | (2) | |||||||||||||||||||
Equity | Preferred Stock, $0.001 par value per share | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
Debt | Debt Securities | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
Other | Warrants | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
Other | Units | 415(a)(6) | (1) | (2) | ||||||||||||||||||||
Unallocated (Universal) Shelf | 415(a)(6) | (1) | (2) | $238,783,974(3) | $109.10 per $1,000,000 | $26,051.34(3) | S-3 | 333-254985 | April 15, 2021 | |||||||||||||||
Total Offering Amounts | $250,000,000 | $27,706.83 | ||||||||||||||||||||||
Total Fees Previously Paid | $26,051.34 | |||||||||||||||||||||||
Total Fee Offsets | ||||||||||||||||||||||||
Net Fee Due | $1,655.49 |
(1) | There are being registered hereunder, an indeterminate number or amount, as the case may be, of common stock, preferred stock, debt securities, warrants to purchase common stock, and units, as may be offered by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $250,000,000. The securities included hereunder may be sold separately or as units with other securities registered hereunder. The securities included hereunder also include an indeterminate number of securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered or issued in connection with any stock splits, stock dividends or similar transactions. Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
(2) | The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities covered by this registration statement and is not specified as to each class of security pursuant to Instruction 2.A.ii.b to Item 16(b) of Form S-3 under the Securities Act. |
(3) | The registrant previously paid registration fees in the aggregate of $27,275 with respect to a Registration Statement on Form S-3, as amended (File No. 333-254985) (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) (“Rule 415(a)(6)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered pursuant to this Registration Statement on Form S-3 (this “Registration Statement”) include $238,783,974 of shares of common stock previously registered on the Prior Registration Statement which remain unsold (the “Unsold Securities”). Pursuant to Rule 415(a)(6), the registration fee of $26,051.34 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. The registrant is also registering new securities on this Registration Statement with an aggregate maximum offering price of $11,216,026 (the “New Securities”), which aggregate offering price is not specified as to each class of securities in reliance upon Rule 457(o) promulgated under the Securities Act. A filing fee of $1,655.49 with respect to the New Securities is being paid in connection with the filing of this Registration Statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
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