Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
(Form Type)
REGULUS THERAPEUTICS INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Price(1)(2) | Fee Rate | Amount of Registration Fee(3) | Carry Forward Form Type | Carry Forward File Number | Carry date | Filing Fee Paid In Unsold to be Carried | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, $0.001 par value per share | ||||||||||||||||||||||
| Equity | Preferred Stock, $0.001 par value per share | |||||||||||||||||||||||
| Debt | Debt Securities | |||||||||||||||||||||||
| Other | Warrants | |||||||||||||||||||||||
| Unallocated (Universal) Shelf | — | 457(o) | — | — | $29,999,804 | 0.00014760 | $4,427.97 | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Unallocated (Universal) Shelf | 415(a)(6) | — | — | $120,000,196 | — | — | S-3 | 333-254063 | March 17, 2021 | $13,092.02 | |||||||||||||
| Total Offering Amounts | $150,000,000 | $4,427.97 | ||||||||||||||||||||||
| Total Fees Previously Paid | ||||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||
| Net Fee Due | $4,427.97 | |||||||||||||||||||||||
| (1) | There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions |
| (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 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) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $120,000,196 of unsold securities (the “Carry Forward Securities”) previously registered pursuant to the shelf registration statement on Form S-3 (File No. 333-254603), which was declared effective by the U.S. Securities and Exchange Commission on March 17, 2021 (the “Prior Registration Statement”). The Carry Forward Securities do not include $7,773,713.97 of securities that are available for sale under the Prior Registration Statement as of the filing of this registration statement, which amount may be sold under the Prior Registration Statement in the Company’s at-the-market offering or in another offering under the Prior Registration Statement at any time or from time to time prior to the expiration of the Prior Registration Statement on March 17, 2024. In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $16,365. Of this amount, $13,092.02 is associated with the Carry Forward Securities. The filing fees associated with the Carry Forward Securities is hereby carried forward to be applied to the Carry Forward Securities registered hereunder, and no additional filing fee is due with respect to the Carry Forward Securities in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Carry Forward Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Carry Forward Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
