EX-FILING FEES 5 d782923dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

vTv 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(1)
 

Proposed
Maximum
Offering

Price Per
Unit(2)

 

Maximum
Aggregate
Offering

Price(3)

 

Fee

Rate

  Amount of
Registration
Fee
 
Newly Registered Securities
                 

Fees to be

Paid

  Equity  

Class A Common

Stock, par value $0.01

per share

  —    —    —    —    —    — 
                 
    Equity   Preferred Stock   —    —    —    —    —    — 
                 
    Debt   Debt Securities   —    —    —    —    —    — 
                 
    Other   Warrants   —    —    —    —    —    — 
                 
    Other   Rights   —    —    —    —    —    — 
                 
    Other   Units   —    —    —    —    —    — 
                 
    Unallocated (Universal) Shelf   —    Rule 457(o)   —    —    $250,000,000    0.00014760    $36,900
                 

Fees

Previously

Paid

  —    —    —    —    —    —    —    — 
         
   

Total Offering Amounts

  $250,000,000     $36,900
         
   

Total Fees Previously Paid

      — 
         
   

Total Fee Offsets

      $25,287.63
         
   

Net Fees Due

          $11,612.37

 

(1)

There are being registered hereunder an indeterminate number of each identified class of securities of vTv Therapeutics, Inc., which securities may be offered and sold, on a primary basis, in such amount as shall result in an aggregate public offering price for all securities of $250,000,000 after the date hereof. The securities registered hereunder also include such indeterminate amount of debt securities and shares of Class A common stock and shares of preferred stock as may be issued upon conversion or exchange for any other debt securities or preferred stock that provide for conversion or exchange into other securities being registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional securities to be offered as a result of share splits, share dividends or similar transactions.

(2)

With regard to the securities included in the offering made hereby, the proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance of the securities registered by this Registration Statement. Prices, when determined, may be in U.S. dollars or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. If any debt securities or shares of preferred stock are issued at an original issue discount, then the amount registered will include the principal or liquidation amount of such securities measured by the initial offering price thereof.

(3)

The Registrant previously filed a Registration Statement on Form S-3 with the Securities and Exchange Commission on March 18, 2021 (File No. 333-254445), which was subsequently amended on April 9, 2021 and declared effective on April 20, 2021 (the “Prior Registration Statement”), that registered an aggregate of $250,000,000 of shares of Class A Common Stock to be offered by the Registrant from time to time, for which the Registrant paid a filing fee of $27,275. In connection therewith, $231,783,991.85 of the securities remain unsold, leaving $25,287.63 in previously paid fees available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the Registrant is using $25,287.63 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly, a registration fee of $11,612.37 is due to be paid at this time. Concurrently with the effectiveness of this registration statement, any offering of unsold securities pursuant to the Prior Registration Statement is hereby terminated.


Table 2: Fee Offset Claims and Sources

 

                       
     Registrant
or Filer
Name
  Form
or
Filing
Type
 

File

Number

 

Initial

Filing Date

 

Filing

Date

 

Fee

Offset
Claimed

  Security
Type
Associate
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

    S-3   333-254445   March 18, 2021     $25,287.63   Equity  

Class A

common

stock, par

value $0.01

per share

  N/A   $231,783,991.85(1)    
                       

Fee Offset

Sources

      S-3   333-254445       March 18, 2021                       $25,287.63(1)

 

(1)

See Note (3) under Table 1 above.