Exhibit 107
Calculation of Filing Fee Tables
424(b)(5)
(Form Type)
Allogene 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 Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(1) | |||||||||
| Fees to be Paid | Equity | Common stock, par value $0.001 per share | Rule 457(r) | $250,000,000 | N/A | N/A | $0.00014760 | $36,900 | ||||||||
| Total Offering Amounts | — | $250,000,000 | — | $36,900 | ||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||
| Total Fee Offsets | — | $11,499.98 (2) | ||||||||||||||
| Net Fee Due | — | $25,400.02 (2) | ||||||||||||||
| (1) | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). Payment of the registration fee at the time of filing of the registrant’s Registration Statement on Form S-3 (File No. 333-268117) on November 2, 2022 was deferred pursuant to Rules 456(b) and 457(r) under the Securities Act and is paid herewith. |
| (2) | On November 5, 2019, the registrant filed a registration statement on Form S-3 (File No. 333-234516) (the “2019 Registration Statement”), registering, among other securities, the issuance of up to $250,000,000 of Common Stock of the registrant in an at-the-market equity offering of the registrant’s Common Stock (the “2019 ATM Common Stock”). The registration fee associated with the 2019 ATM Common Stock was $32,450. Pursuant to the 2019 Registration Statement, the registrant sold $82,650,355 of the 2019 ATM Common Stock, which equates to an associated registration fee of $10,728.02 based on the total registration fee paid in connection with the filing of the 2019 Registration Statement. Accordingly, the unused registration fee paid in connection with the 2019 Registration Statement and the 2019 ATM Common Stock is $21,721 (the “Unused 2019 Registration Fee”). |
On November 2, 2022, the registrant filed a registration statement on Form S-3 (File No. 333-268117) (the “2022 Registration Statement”), registering, among other securities, the issuance of up to $167,349,645 of Common Stock of the registrant in an at-the-market equity offering of the registrant’s Common Stock (the “2022 ATM Common Stock”). The registration fee associated with the 2022 ATM Common Stock was $18,441.93, offset in its entirety by the Unused 2019 Registration Fee. Pursuant to the 2022 Registration Statement, the registrant sold $92,749,645 of the 2022 ATM Common Stock, which equates to an associated registration fee of $10,221.02 based on the total registration fee paid in connection with the filing of the 2022 Registration Statement. Accordingly, the unused registration fee paid in connection with the 2022 Registration Statement and the 2022 ATM Common Stock is $8,220.91.
Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the $250,000,000 of Common Stock of the registrant being registered hereby in the amount of $36,900 is offset by (i) $3,279.07 in registration fees previously paid by the registrant with respect to the 2019 ATM Common Stock that were registered but not issued pursuant to the 2019 Registration Statement and not used to offset the registration fees previously paid by the registrant with respect to the 2022 ATM Common Stock that were registered pursuant to the 2022 Registration Statement and (ii) $8,220.91 in registration fees previously paid by the registrant using the Unused 2019 Registration Fee with respect to the 2022 ATM Common Stock that were registered but not issued pursuant to the 2022 Registration Statement. Accordingly, $11,499.98 in registration fees are being paid at this time. Concurrently with the filing of this registration statement, any offering of unsold 2022 ATM Common Stock pursuant to the 2022 Registration Statement is hereby terminated.
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or 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 Claimed | Fee Paid with Fee Offset Source | ||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | Allogene Therapeutics, Inc. | S-3 | 333-234516 | 11/5/2019 | $3,279.07 (1) | Equity | Common Stock | N/A | $167,349,645 | |||||||||||||
| Fee Offset Sources | Allogene Therapeutics, Inc. | S-3 | 333-234516 | 11/5/2019 | $3,279.07 | |||||||||||||||||
Fee Offset Claims | Allogene Therapeutics, Inc. | S-3 | 333-268117 | 11/2/2022 | $8,220.91 (1) | Equity | Common Stock | N/A | $250,000,000 | |||||||||||||
| Fee Offset Sources | Allogene Therapeutics, Inc. | S-3 | 333-268117 | 11/2/2022 | $8,220.91 | |||||||||||||||||
| (1) | See Note (2) under Table 1 above. |
