EX-FILING FEES 4 pyxs-exfiling_fees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

Pyxis Oncology, 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(2)(6)

Fees to be Paid

Equity

Common Stock, par value $0.001 per share

 

Rules 457(c) and 457(h)

2,237,742 (3)

 

$5.04(2)

 

$11,099,200.32

 

.0001476

$1,664.67

Fees to be Paid

Equity

Common Stock, par value $0.001 per share

 

Rules 457(c) and 457(h)

75,806 (4)

 

$5.04(6)

 

$375,997.76

 

.0001476

$56.39

Fees to be Paid

Equity

Common Stock, par value $0.001 per share

 

Rules 457(c) and 457(h)

386,010 (5)

 

$5.04(2)

 

$1,914,609.60

 

.0001476

$287.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Offering Amounts

 

 

 

 

 

 

$2,008.21

 

Total Fee Offsets

 

 

 

 

 

 

-

 

Net Fee Due

 

 

 

 

 

 

$2,008.21

 

 

 

 

 

 

 

 

 

 

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Registrant’s Common Stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.

(2)

Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $5.04 per share, the average of the high and low prices of the Registrant’s Common Stock on March 19, 2024 as reported on the Nasdaq Global Market.

(3)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Pyxis Oncology, Inc. 2021 Equity and Incentive Plan (the “2021 Plan”) on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031, the number of shares authorized for issuance under the 2021 Plan is automatically increased by a number equal to: (a) 5% of the total number of shares of Common Stock outstanding on the last day of the preceding fiscal year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s Board of Directors for the applicable year.

(4)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Pyxis Oncology, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) pursuant to an “evergreen” provision contained in the 2021 ESPP. Pursuant to such provision, on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (i) 110,080 shares, (ii) 1% of the total number of shares of Common Stock outstanding on December 31st of the immediately preceding fiscal year and (iii) the number of shares as may be determined by the Registrant’s Board of Directors for the applicable year.

(5)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Apexigen, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) pursuant to an “evergreen” provision contained in the 2022 Plan. Pursuant to such provision, the number of shares authorized for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2023 through January 1, 2032, in an amount equal to the lesser of (i) 0.8625% of the total number of shares of Common Stock outstanding on the last day of the calendar month before the date of each automatic increase, (ii) 554,890 shares, or (iii) such number of shares determined by the Registrant’s Board of Directors for the applicable year.

(6)

Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the 2021 ESPP, on the basis of $5.04 per share, the average of the high and low prices of the Registrant’s Common Stock as reported on Nasdaq on March 19, 2024. Under the 2021 ESPP, the purchase price of a share of Common Stock is equal to 85% of the fair market value of the Registrant’s Common Stock on the offering date or the purchase date, whichever is less.