Exhibit 107
Calculation of Registration Fee
Form S-8
(Form Type)
PepGen Inc.
(Exact name of registrant as specified in its charter)
Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
Equity | Common Stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 1,191,162 (2)
| $16.81 (4) | $20,023,433.22 | $0.00014760 | $2,955.46 |
Equity | Common Stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 238,232 (3) | $14.29 (5) | $3,404,335.28 | $0.00014760 | $502.48 |
Total Offering Amounts |
| $23,427,768.50 |
| $3,457.94 | |||
Total Fees Previously Paid |
|
|
| — | |||
Total Fee Offsets |
|
|
| — | |||
Net Fee Due |
|
|
| $3,457.94
| |||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.0001 par value per share (the “Common Stock”), which become issuable under the 2022 Stock Option and Incentive Plan (the “2022 Plan”) and 2022 Employee Stock Purchase Plan (the “2022 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
(2) | Represents an automatic increase of 1,191,162 shares of Common Stock reserved for issuance under the 2022 Plan, effective January 1, 2024. Shares available for issuance under the 2022 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on May 10, 2022 (File No. 333-264822) and March 23, 2023 (File No. 333-270790). |
(3) | Represents an automatic increase of 238,232 shares of Common Stock reserved for issuance under the 2022 ESPP, effective January 1, 2024. Shares available for issuance under the 2022 ESPP were previously |
| registered on Form S-8 filed with the Securities and Exchange Commission on May 10, 2022 (File No. 333-264822). |
(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Stock Market LLC on March 1, 2024, in accordance with Rule 457(c) of the Securities Act. |
(5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act.The price per share and aggregate offering price are calculated based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Stock Market LLC on March 1, 2024, in accordance with Rule 457(c) of the Securities Act. Under the 2022 ESPP, the purchase price of a share of Common Stock is equal to 85% of the fair market value of the Common Stock on the offering date or the exercise date, whichever is less. |
