EX-FILING FEES 10 ny20005283x2_ex107.htm FILING FEES TABLE
Exhibit 107

Calculation of Filing Fee Table

Form S-4
(Form Type)

Equillium, Inc.
(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type
Security Class Title
Fee
Calculation
Rule
Amount
Registered
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering
Price
Fee Rate
Amount of
Registration
Fee
Equity
Common Stock, par value $0.0001 per share
457(f)
12,962,963 shares(1)
$1.695
$17,662,721(2)
0.0001102
$1,946,44
Total Offering Amounts
        
$17,662,721
  
$1,946,44
Total Fee Previously Paid
            
$2,245.79
Total Fee Offsets
            
—
Net Fee Due
            
$0.00


(1)
Relates to common stock, $0.0001 par value per share, of Equillium, Inc., a Delaware corporation, or Equillium, issuable to holders of common stock, $0.0001 par value per share, restricted stock units, warrants and options of Metacrine, Inc., a Delaware corporation, Metacrine, in the proposed merger of Triumph Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Equillium, with and into Metacrine, or the Merger. The amount of Equillium common stock to be registered is based on the estimated number of shares of Equillium common stock that are expected to be issued (or reserved for issuance) pursuant to the Merger, assuming (i) the upfront merger consideration is equal to approximately $35,000,000, and (ii) Equillium’s price per share of common stock is equal to $2.70, the floor price set by the Agreement and Plan of Merger dated September 6, 2022, by and among Equillium, Metacrine, Equillium Acquisition Sub, Inc., Triumph Acquisition Sub, Inc., and Triumph Merger Sub, Inc., as amended on October 26, 2022.


(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and 457(f) of the Securities Act of 1933, as amended. The proposed maximum aggregate offering price of the Equillium common stock was calculated based upon the market value of shares of Metacrine common stock (the securities to be canceled in the Merger) in accordance with Rule 457(c) and is equal to (a) the product of (i) $0.398, the average of the high and low prices per share of Metacrine common stock on The Nasdaq Capital Market on November 4, 2022, multiplied by (ii) 44,378,697 maximum number of shares of Metacrine common stock estimated to be exchanged in the Merger.