Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Orchard Therapeutics plc
(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(2) | Proposed Maximum Offering Price Per Unit(3) | 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 Securities Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Equity(1) | Ordinary Shares, nominal value £0.10 per share | 457(o) | $— | $— | $ — | — | $ — | ||||||||||||||||
Fees to Be Paid | Debt(1) | Debt Securities | 457(o) | — | — | — | — | — | ||||||||||||||||
Fees to Be Paid | Other(1) | Warrants | 457(o) | — | — | — | — | — | ||||||||||||||||
Fees to Be Paid | Other(1) | Units | 457(o) | — | — | — | — | — | ||||||||||||||||
Fees to Be Paid | Unallocated (Universal) | 457(o) | — | — | $200,000,000 | 0.0000927 | $18,540 | |||||||||||||||||
Fees to Be Paid | Total Registration Fee: | $18,540 | ||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Equity | Ordinary Shares, nominal value £0.10 per share | 415(a)(6) | POSASR | 333-234439 | March 30, 2022 | ||||||||||||||||||
Carry Forward Securities | Debt | Debt Securities | 415(a)(6) | POSASR | 333-234439 | March 30, 2022 | ||||||||||||||||||
Carry Forward Securities | Other | Warrants | 415(a)(6) | POSASR | 333-234439 | March 30, 2022 | ||||||||||||||||||
Carry Forward Securities | Other | Units | 415(a)(6) | POSASR | 333-234439 | March 30, 2022 | ||||||||||||||||||
Carry Forward Securities | Unallocated (Universal) | 415(a)(6) | $200,000,000(4) | POSASR | 333-234439 | March 30, 2022 | $18,540 | |||||||||||||||||
| Total Offering Amounts | $18,540 | |||||||||||||||||||||||
| Total Fees Previously Paid | $18,540 | |||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||
| Net Fee Due | $0 | |||||||||||||||||||||||
| (1) | The amount to be registered consists of up to $200,000,000 of an indeterminate amount of ordinary shares, debt securities, warrants and/or units that may be offered and sold from time to time in one or more offerings. The ordinary shares may be represented by American Depositary Shares, each of which currently represents one ordinary share. A separate registration statement on Form F-6 has been or will be filed for the registration of American Depositary Shares issuable upon deposit of the ordinary shares. |
| (2) | Such indeterminate number or amount of ordinary shares, debt securities, warrants and/or units to purchase any combination of the foregoing securities, as may from time to time be issued at indeterminate prices, and units composed of one or more of the foregoing securities, with an aggregate initial offering price not to exceed $200,000,000. Securities registered hereunder may be sold separately or together in any combination with other securities registered hereunder. Warrants may be exercised to purchase any of the other securities registered hereby. The securities registered hereunder also include such indeterminate number of ordinary shares and amount of debt securities as may be issued upon conversion of or exchange for securities that provide for conversion or exchange, upon exercise of securities or pursuant to the antidilution provisions of any other securities. |
| (3) | 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 General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). |
| (4) | The registrant previously paid registration fees in the aggregate of $18,540 with respect to the registration statement on Form S-3, as amended (File No. 333-234439) (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act (“Rule 415(a)(6)”), the securities registered pursuant to this registration statement include an aggregate of $200,000,000 securities previously registered on the Prior Registration Statement which remain unsold (the “Unsold Securities”). Pursuant to Rule 415(a)(6), the registration fee of $18,540 associated with the offering of the Unsold Securities is hereby applied to offset the registration fee associated with this registration statement, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. During the grace period afforded by Rule 415(a)(5), the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated amount of Unsold 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. |
