Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-3
(Form Type)
Marker 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 |
| | | | | | | | | | | | |
Fees to Be Paid | | Equity | | Common Stock, par value $0.001 per share | | | | (1)(2) | | (3) | | (3) | | | | — | | | | | | | | |
| | | | | | | | | | | | |
| | Equity | | Preferred Stock, par value $0.001 per share | | | | (1)(2) | | (3) | | (3) | | | | — | | | | | | | | |
| | | | | | | | | | | | |
| | Debt | | Debt Securities | | | | (1)(2) | | (3) | | (3) | | | | — | | | | | | | | |
| | | | | | | | | | | | |
| | Other | | Warrants | | | | (1)(2) | | (3) | | (3) | | | | — | | | | | | | | |
| | | | | | | | | |
| | Total Offering Amounts | | | | $300,000,000 | | $153.10 per $1,000,000 | | $45,930 | | | | | | | | |
| | | | | | | | | |
| | Total Fee Previously Paid | | | | | | | | — | | | | | | | | |
| | | | | | | | | |
| | Total Fee Offsets | | | | | | | | $32,596.76 | | | | | | | | |
| | | | | | | | | |
| | Net Fee Due | | | | | | | | $13,333.24 | | | | | | | | |
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 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 | | Marker Therapeutics Inc. | | S-3 | | 333-258687 | | August 10, 2021 | | | | $32,596.76(4) | | Equity | | Common Stock, par value $0.001 per share | | N/A | | $298,778.703 | | |
Fee Offset Sources | | Marker Therapeutics Inc. | | S-3 | | 333-258687 | | August 10, 2021 | | | | | | | | | | | | | | $32,730 |
| (1) | The securities registered consists of up to $300,000,000 of an indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, and (d) warrants to purchase common stock, preferred stock or debt securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. |
| | |
| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions. |
| | |
| (3) | The proposed maximum per security and aggregate offering prices per class of securities 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. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. |
| | |
| (4) | On August 10, 2021, the registrant filed a Registration Statement on Form S-3 (File No. 333-258687) (the “Prior Registration Statement”), which was declared effective on August 19, 2021. The Prior Registration Statement expired on August 19, 2024, and therefore all offerings thereunder have been completed or terminated. As a result, the registrant has $298,778,703 of unsold securities and $32,596.76 in unused filing fees associated with the Prior Registration Statement. In accordance with Rule 457(p) under the Securities Act, the Registrant is using a portion of the unused filing fees associated with the Prior Registration Statement to offset the filing fee payable in connection with this filing. |