0001812364EX-FILING FEESCommon Stock par value $0.001 per sharePreferred Stock par value $0.001 per shareDebt SecuritiesCommon Stock par value $0.001 per shareCommon StockRelay Therapeutics IncRelay Therapeutics IncIn accordance with Rules 456(b) and 457(r) under the Securities Act, as amended, except with respect to the $9,564.67 to be paid in connection with the primary offering of common stock described in the table, which is being paid with the filing of this registration statement, the registrant is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis.Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.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. 0001812364 2024-08-06 2024-08-06 0001812364 4 2024-08-06 2024-08-06 0001812364 5 2024-08-06 2024-08-06 0001812364 6 2024-08-06 2024-08-06 0001812364 1 2024-08-06 2024-08-06 0001812364 2 2024-08-06 2024-08-06 0001812364 3 2024-08-06 2024-08-06 0001812364 1 2024-08-06 2024-08-06 0001812364 2 2024-08-06 2024-08-06 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
Calculation of Filing Fee Tables
Form
S-3ASR
(Form Type)
Relay 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
 
Proposed 
Maximum 
Offering 
Price Per 
Unit
 
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, par
value
$0.001 per
share (1)
  457(r)   (2)   (3)                
                         
Fees to Be
Paid
  Equity  
Preferred Stock
, par
value
$0.001 per
share (4)
  457(r)   (5)   (6)                
                         
Fees to Be
Paid
  Debt  
Debt
Securities (7)
  457(r)   (8)   (9)                
                         
Fees to Be
Paid
  Equity  
Warrants (10)
  457(r)   (11)   (12)                
                         
Fees to Be
Paid
  Equity   Units (13)   457(r)   (14)   (15)                
                         
Fees Previously Paid                          
                         
Fees to Be
Paid(17)
  Equity  
Common Stock
, par value
$0.001 per share
  457(o)   $250,000,000     $250,000,000   0.00014760   $36,900.00          
 
Carry Forward Securities
                         
Carry
Forward
Securities
                       
                   
    Total Offering Amounts      $250,000,000     $36,900.00          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets          $27,335.33(16)           
                   
    Net Fee Due                $9,564.67                
 
(1)
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.

(2)
The amount to be registered consists 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 debt securities, common stock, preferred stock 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. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.
(3)
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.
(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)
See Note 2.
(6)
See Note 3.
(7)
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.
(8)
See Note 2.
(9)
See Note 3.
(10)
Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.
(11)
See Note 2.
(12)
See Note 3.
(13)
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.
(14)
See Note 2.
(15)
See Note 3.
(16)
Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies $27,335.33 of the registration fee previously paid in connection with the Prior Registration Statement (as defined below) in connection with the Unsold Securities (as defined below) to offset the registration fees that are payable in connection with the registration of securities on this registration statement. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
(17)
In accordance with Rules 456(b) and 457(r) under the Securities Act, as amended, except with respect to the $9,564.67 to be paid in connection with the primary offering of common stock described in the table, which is being paid with the filing of this registration statement, the registrant is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a
“pay-as-you-go”
basis.

Table 2: Fee Offset Claims and Source
 
                       
    
Registrant
or Filer
Name
 
Form
or
Filing 
Type
 
File
Number
 
Initial
Filing
Date
 
Filing
Date
 
Fee
Offset
Claimed
 
Security
Type
Associated
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
 
Relay Therapeutics,
Inc.
 
S-3
 
333-258768
  August 12, 2021     $27,335.24(1)    Equity  
Common
Stock
    $250,553,032.18 (1)     
                       
Fee
Offset Sources
 
Relay Therapeutics, Inc.
 
S-3
 
333-258768
  August 12, 2021                           $32,730
 
(1)
The Registrant previously registered $300,000,000 of an indeterminate amount of securities to be offered from time to time at prices to be determined at the time of each such offering pursuant to a Automatic Shelf Registration Statement on Form
S-3ASR
(File
No. 333-258768)
with the Securities and Exchange Commission on August 12, 2021 (the “Prior Registration Statement”). The Registrant paid an aggregate registration fee of $32,730 in connection with the Prior Registration Statement. The Registrant sold an aggregate of $49,446,967.82 of such securities under the Prior Registration Statement, leaving the balance of $250,553,032.18 (the “Unsold Securities”), representing $27,335.33 in registration fees, of such Unsold Securities under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fees may be applied to the filing fees payable pursuant to this Registration Statement.