Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
(Form Type)
GAMIDA CELL LTD.
(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 (1) | | | Proposed
Maximum
Offering
Price Per
Unit (2) | | | 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 | |
| Carry Forward Securities | |
| Carry Forward Securities | | Equity | | Ordinary Shares, par value NIS0.01 per share | | 415(a)(6) | | | | — | | | $ | — | | | $ | — | | | | — | | | $ | — | | | | | | | | | | | | |
| Carry Forward Securities | | Debt | | Debt Securities | | 415(a)(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | |
| Carry Forward Securities | | Equity | | Warrants | | 415(a)(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | |
| Carry Forward Securities | | Other | | Rights | | | 415(a)(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | |
| Carry Forward Securities | | Equity | | Units | | 415(a)(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | |
| Carry Forward Securities | | Unallocated (Shelf) | | (1) | | 415(a)(6) | | | $ | 150,000,000 | | | | N/A | | | $ | 150,000,000 | | | | 0.0000927 | | | $ | 13,905 | | | | F-3 | | | 333-259472 | | September 21, 2021 | | 15,683 | |
| | Total Offering Amounts | | | | | | | $ | 150,000,000 | | | | | | | $ | 13,905 | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | — | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | $ | 15,683 | (3) | | | | | | | | | | | |
| | Net Fee Due | | | | | | | | | | | | | | | $ | — | | | | | | | | | | | | |
| (1) | There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold by the registrant from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $150 million. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. |
| (2) | The proposed maximum offering price per 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 Item 16(b) of Form S-3 under the Securities Act. |
| (3) | Pursuant to 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered by the Registrant on the Registrant’s Registration Statement on Form F-3 (File No. 333-254057), originally filed on September 13, 2021 and declared effective on September 21, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered the offer and sale of an indeterminate number or amount of ordinary shares, warrants, debt securities, rights and units, having an aggregate initial offering price of $150,000,000, which remain unsold as of the date of filing this this Registration Statement. The Registrant has determined to include in this Registration Statement unsold securities under the Prior Registration Statement having an aggregate offering price of $150,000,000 (the “Unsold Shelf Securities”). Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee of $15,683 relating to the Unsold Shelf Securities under the Prior Registration Statement, which was paid under the Prior Registration Statement, will continue to be applied to the Unsold Shelf Securities registered pursuant to this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities under the 2019 Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
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 | | | Security
Type
Associated
with Fee
Offset
Claimed | | | Security
Title
Associated
with Fee
Offset
Claimed | | | Unsold
Securities
Associated
with Fee
Offset
Claimed | | | Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed | | | Fee Paid
with Fee
Offset
Source | |
| Rule 457(b) and 0-11(a)(2) |
| Fee Offset Claims | | | | | | | — | | | | — | | | | — | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | |
| Fee Offset Sources | | | Gamida Cell Ltd. | | | | F-3 | | | | 333-254057 | | | | September 21, 2021 | | | | September 21, 2021 | | | $ | 15,683 | | | | Equity | | | | Common Stock, par value $0.001 per | | | | N/A | | | $ | 150,000,000 | | | $ | 15,683 | |
| Rule 457(p) |
| Fee Offset | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
| Claims | | | — | | | | — | | | | — | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | |
