Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Rhythm Pharmaceuticals, 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 | 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, par value $0.001 per share | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | — | — | — | — | ||||||||||||
| Equity | Preferred Stock, par value $0.001 per share | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | — | — | — | — | |||||||||||||
| Other | Warrants(3) | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | — | — | — | — | |||||||||||||
| Debt | Debt Securities | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | — | — | — | — | |||||||||||||
| Other | Units(4) | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | — | — | — | — | |||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Equity | Common Stock, par value $0.001 per share | Rule 415(a)(6) | (5) | N/A | $100,000,000 | — | — | S-3 | 333-260689 | November 15, 2021 | $9,270 | ||||||||||||
| Total Offering Amounts | $100,000,000(1)(5) | $0 | ||||||||||||||||||||||
| Total Fees Previously Paid | $0 | |||||||||||||||||||||||
| Total Fee Offsets | $0 | |||||||||||||||||||||||
| Net Fee Due | $0 | |||||||||||||||||||||||
| (1) | An indeterminate amount of the securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. |
| (2) | In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis, other than as specified in footnote (5) below. |
| (3) | Warrants covered by this registration statement cover shares of common stock, shares of preferred stock and/or debt securities in one or more series. |
| (4) | Each unit may be issued under one or more unit agreements and will represent an interest in one or more securities registered hereby, including shares of common stock, shares of preferred stock, debt securities or warrants. |
| (5) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $100,000,000 of unsold shares of common stock (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-260689), which was declared effective on November 15, 2021 (the “Prior Registration Statement”), and the prospectus supplement filed therein (the “Prospectus Supplement”). Pursuant to the Prospectus Supplement, $100,000,000 of the registrant’s shares of common stock may be issued and sold under a certain sales agreement with Cowen and Company, LLC. The registrant sold no such securities under the Prior Registration Statement, leaving the balance of $100,000,000 of Unsold Securities, in respect of which the registrant paid a filing fee of $9,270 (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) in connection with the filing of the Prior Registration Statement. Pursuant to Rule 415(a)(6), the filing fee of $9,270 associated with the offering of the Unsold Securities is hereby carried forward to be applied to $100,000,000 of Unsold Securities registered hereunder, and as a result, no additional filing fee is due with respect to the Unsold Securities included in 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 time of filing of this registration statement. |
