Relay Therapeutics (RLAY) S-3ASR Automatic shelf registration

0001812364EX-FILING FEESCommon Stock par value $0.001 per sharePreferred Stock par value $0.001 per shareDebt SecuritiesCommon Stock par value $0.001 per shareCommon StockRelay Therapeutics IncRelay Therapeutics IncIn accordance with Rules 456(b) and 457(r) under the Securities Act, as amended, except with respect to the $9,564.67 to be paid in connection with the primary offering of common stock described in the table, which is being paid with the filing of this registration statement, 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.Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required. 0001812364 2024-08-06 2024-08-06 0001812364 4 2024-08-06 2024-08-06 0001812364 5 2024-08-06 2024-08-06 0001812364 6 2024-08-06 2024-08-06 0001812364 1 2024-08-06 2024-08-06 0001812364 2 2024-08-06 2024-08-06 0001812364 3 2024-08-06 2024-08-06 0001812364 1 2024-08-06 2024-08-06 0001812364 2 2024-08-06 2024-08-06 iso4217:USD xbrli:pure xbrli:shares

Exhibit 107

Calculation of Filing Fee Tables

Form

S-3ASR

(Form Type)

Relay 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  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
	Primary Offering of Securities:
Fees to Be Paid	Equity	Common Stock, par value $0.001 per share (1)	457(r)	(2)	(3)	—	—	—
Fees to Be Paid	Equity	Preferred Stock , par value $0.001 per share (4)	457(r)	(5)	(6)	—	—	—
Fees to Be Paid	Debt	Debt Securities (7)	457(r)	(8)	(9)	—	—	—
Fees to Be Paid	Equity	Warrants (10)	457(r)	(11)	(12)	—	—	—
Fees to Be Paid	Equity	Units (13)	457(r)	(14)	(15)	—	—	—
Fees Previously Paid	—	—	—	—	—	—		—
Fees to Be Paid(17)	Equity	Common Stock , par value $0.001 per share	457(o)	$250,000,000	—	$250,000,000	0.00014760	$36,900.00
Carry Forward Securities
Carry Forward Securities	—	—	—	—		—			—	—	—	—
	Total Offering Amounts					$250,000,000		$36,900.00
	Total Fees Previously Paid							—
	Total Fee Offsets							$27,335.33(16)
	Net Fee Due							$9,564.67

(1) Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(2) The amount to be registered consists of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered 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.

(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.

(4) Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(5) See Note 2.

(6) See Note 3.

(7) Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.

(8) See Note 2.

(9) See Note 3.

(10) Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(11) See Note 2.

(12) See Note 3.

(13) Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(14) See Note 2.

(15) See Note 3.

(16) Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies $27,335.33 of the registration fee previously paid in connection with the Prior Registration Statement (as defined below) in connection with the Unsold Securities (as defined below) to offset the registration fees that are payable in connection with the registration of securities on this registration statement. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

(17) In accordance with Rules 456(b) and 457(r) under the Securities Act, as amended, except with respect to the $9,564.67 to be paid in connection with the primary offering of common stock described in the table, which is being paid with the filing of this registration statement, 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.

Table 2: Fee Offset Claims and Source

	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(p)
Fee Offset Claims	Relay Therapeutics, Inc.	S-3	333-258768	August 12, 2021	—	$27,335.24(1)	Equity	Common Stock		$250,553,032.18 (1)
Fee Offset Sources	Relay Therapeutics, Inc.	S-3	333-258768	August 12, 2021							$32,730

(1) The Registrant previously registered $300,000,000 of an indeterminate amount of securities to be offered from time to time at prices to be determined at the time of each such offering pursuant to a Automatic Shelf Registration Statement on Form S-3ASR (File No. 333-258768) with the Securities and Exchange Commission on August 12, 2021 (the “Prior Registration Statement”). The Registrant paid an aggregate registration fee of $32,730 in connection with the Prior Registration Statement. The Registrant sold an aggregate of $49,446,967.82 of such securities under the Prior Registration Statement, leaving the balance of $250,553,032.18 (the “Unsold Securities”), representing $27,335.33 in registration fees, of such Unsold Securities under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fees may be applied to the filing fees payable pursuant to this Registration Statement.