EX-FILING FEES 4 tmb-20220303xexfilingfees.htm EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Passage Bio, 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

Fee Rate

Amount 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

Primary Offering of Securities:

Fees to Be Paid

Equity

Common Stock, $0.0001 par value per share (3)

475(r)

$—

$—

$—

—  

$—  

Fees to Be Paid

Equity

Preferred Stock, $0.0001 par value per share (4)

475(r)

Fees to Be Paid

Debt

Debt Securities (5)

475(r)

Fees to Be Paid

Equity

Warrants (6)

475(r)

Fees to Be

Paid

Equity

Units (7)

475(r)

Fees to Be

Paid

Unallocated

(Universal)

Shelf

(1)

457(o)

$175,000,000

$0.0000927

$16,223

Primary Offering of Common Stock:

— 

— 

Fees to Be Paid

Equity

Common Stock, par value $0.0001 per share

457(o)

N/A

$125,000,000

$0.0000927

$11,588

Fees to be Paid

Total Registration Fee:

N/A

$300,000,000

$27,810

Total Offering Amounts

 

$300,000,000

 

$27,810

Total Fees Previously Paid

$13,638

Total Fee Offsets

 

 

 

-

Net Fee Due

 

 

 

$14,172

(1)

The amount to be registered consists of up to $300,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder.

(2)

The proposed maximum offering price per 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)

Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

(4)

Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.


(5)

Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.

(6)

Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock or preferred stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(7)

Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

(8)

The registrant previously paid a fee of $13,638 related to $125,000,000 of the registrant’s shares of common stock that may be issued and sold under a certain sales agreement with Cowen and Company, LLC pursuant to a prospectus supplement filed by the Registrant on March 5, 2021. Of such shares of common stock, $125,000,000 remain unsold, and pursuant to Rule 457(b), the registration fee in the amount of $13,638 related thereto is applied to the registrant’s total registration fee. Accordingly, the registrant is paying the registration fee due less the $13,638 that was previously paid, or $14,172.