EX-FILING FEES 2 exhibit107.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Tables

Form S-3
(Form Type)

MacroGenics, Inc.
(Exact name of Registrant as Specified in its Charter)
Security
Type
Security Class Title
Fee
Calculation
or Carry
Forward
Rule
 
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering
Price
Fee RateAmount 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
Fees to Be
Paid
EquityCommon
Stock, par value
$0.01 per
share
 EquityPreferred Stock,
par value
$0.01 per
share
 DebtDebt
Securities
 OtherOther
 TotalUnallocated (Universal) ShelfRule 457(o)(1)(2)0.00014760    
Carry Forward Securities
Carry
Forward
Securities
EquityCommon Stock, par value $0.01 per share
 EquityPreferred Stock, par value $0.01 per share
 DebtDebt Securities
 OtherWarrants
 TotalUnallocated (Universal) ShelfRule 415(a)(6)(3)$300,000,000 (3)0.00011020 S-3ASR333-249851November 4, 2020$33,060 (3)
 Total Offering Amounts  $300,000,000     
 Total Fees Previously Paid       
 Total Fee Offsets       
 Net Fee Due       

(1) There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities and units comprised of one or more of the other securities registered hereunder as shall have an aggregate initial offering price not to exceed $300,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule



416 under the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2) The proposed maximum aggregate offering price per class of 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.
    
(3) MacroGenics, Inc. (the “Registrant”) previously filed a Registration Statement on Form S-3ASR with the Securities and Exchange Commission (the “SEC”) on November 4, 2020 (File No. 333-249851) (the “Prior Registration Statement”), which was automatically effective upon filing, that registered an indeterminate amount of securities to be offered by the Registrant from time to time. In connection with Post-Effective Amendment No. 1 to the Prior Registration Statement filed with the SEC on March 15, 2023, the Registrant paid a filing fee of $33,060. Pursuant to Rule 415(a)(6) of the Securities Act, the securities being registered hereunder include $300,000,000 of unsold securities previously registered on the Prior Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the $33,060 filing fee previously paid in connection with such unsold securities will continue to be applied to such unsold securities. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the Registrant sells any such 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). Pursuant to Rule 415(a)(6), 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.