EX-FILING FEES 5 d814568dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

ImmunityBio, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities 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 (4)   Amount of
Registration
Fee (4)		   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   Equity   Common Stock, $0.0001 par value per share   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Equity   Preferred Stock, $0.0001 par value per share   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Debt   Debt Securities   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Other   Depositary Shares   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Equity   Warrants   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Other   Subscription Rights   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Other   Purchase Contracts   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Other   Units   Rule 456(b) and Rule 457(r)   (1)(2)   (3)   (3)   (4)   (4)          
                         
Fees to be Paid   Equity   Common Stock, $0.0001 par value per share   Rule 457(o)       $92,000,000   0.00014760   $13,579.20          
 
Carry Forward Securities
                         
Carry Forward Securities   Equity   Common Stock, $0.0001 par value per share   Rule 415(a)(6)   N/A     $208,785,011 (5)       S-3   333-255699  

April 30,

2021

   $22,778.44
                   
    Total Offering Amounts      $300,785,011     $36,357.64          
                   
    Total Fees Previously Paid          $22,778.44          
                   
    Net Fee Due                $13,579.20                

 

(1)

The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase common stock, preferred stock or other securities of the registrant, (f) subscription rights, (g) purchase contracts, and (h) units consisting of some or all of these securities in any combination, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividend or similar transaction.

(3)

The proposed maximum per security and aggregate offering prices per class of securities 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. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.

(4)

In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee other than the registration fee due in connection with $92,000,000 of shares of common stock that may be issued and sold from time to time under the sales agreement prospectus included herein, as well as $208,785,011 of shares of common stock of the Unsold ATM Securities being carried forward (see footnote 5 below). Any subsequent registration fees will be paid on a pay-as-you-go basis.

(5)

Pursuant to 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered by the registrant on the registrant’s shelf registration statement on Form S-3 (File No. 333-255699), originally filed on April 30, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered the offer and sale of up to $500,000,000 in shares of the registrant’s common stock that may be issued and sold under a certain Open Market Sale AgreementSM with Jefferies LLC. The registrant previously paid a fee of $54,550.00 related to such $500,000,000 in shares of common stock, of which $208,785,011 remain unsold (the “Unsold ATM Securities”). The registrant has determined to include in this registration statement the Unsold ATM Securities, and no additional filing fee is due with respect to the Unsold ATM Securities in connection with the filing of this registration statement.