Exhibit 107
Calculation of Filing Fee Table
Form S-8 (Form Type)
Sensei Biotherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered
Security Type | Security Class Title | Fee Calculation Rule | Amount | Proposed | Maximum Aggregate Offering Price |
| Amount of Registration Fee |
Equity | Common Stock, par value | Other(3) | 500,603 (3) | $0.775(5) | $387,967.33 | $0.0001476 | $57.26 |
Equity | Common Stock, par value | Other(4) | 250,301 (4) | $0.775(5) | $193,983.28 | $0.0001476 | $28.63 |
Total Offering Amount | $581,950.61 | — | |||||
Total Fees Previously Paid | — | ||||||
Total Fee Offsets | — | ||||||
Net Fee Due | $85.89 | ||||||
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”) of Sensei Biotherapeutics, Inc. (the “Registrant”) that become issuable under the 2021 Equity Incentive Plan (the “2021 EIP”) or 2021 Employee Stock Purchase Plan (the “2021 ESPP”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.
(2) Each share of the Registrant’s Common Stock being registered hereunder, if issued prior to the termination by the Registrant of its Stockholder Rights Agreement (the “Rights Agreement”), dated March 7, 2023, between the Registrant and the rights agent named therein, includes Series A Junior Participating Cumulative Preferred Stock purchase rights (the “Rights”). Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Registrant’s Common Stock and have no value except as reflected in the market price of the shares to which they are attached.
(3) Represents shares of Common Stock that were added to the shares authorized for issuance under the 2021 EIP on January 1, 2024 pursuant to an
“evergreen” provision contained in the 2021 EIP.
(4) Represents shares of Common Stock that were added to the shares authorized for future issuance under the 2021 ESPP on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 ESPP.
(5) Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon a per share price of $0.775, which is the average of the high and low prices per share of the Registrant’s Common Stock on February 23, 2024, as reported on The Nasdaq Global Market.
