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Exhibit 107

Calculation of Filing Fee Table

Form S-3

Form Type

Histogen Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered 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 (2)

    Fee Rate   

Amount of

Registration

Fee

                 
Fees to be Paid    Equity    Common Stock, $0.0001 par value per share (3)    457(c)    5,647,870     $2.725    $15,390,445.75     0.0000927     $1,426.69
           
     Total Offering Amounts          $15,390,445.75          $1,426.69
           
     Total Fees Previously Paid                    —  
           
     Total Fee Offsets                    —  
           
     Net Fee Due                    $1,426.69

(1) This registration statement also includes an indeterminate number of securities that may become offered, issuable or sold to prevent dilution resulting from stock splits, stock dividends and similar transactions, which are included pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the common stock as reported on the Nasdaq Capital Market on July 27, 2022.

(3) Consists of (i) 1,774,309 shares of common stock issuable upon the exercise of a pre-funded warrant issued in a private placement in July 2022 (the “July 2022 Private Placement”), (ii) 1,774,309 shares of common stock issuable upon the exercise of a Series A Warrant issued in the July 2022 Private Placement, (iii) 1,774,309 shares of common stock issuable upon the exercise of a Series B Warrant issued in the July 2022 Private Placement, (iv) 52,558 shares of common stock issuable upon the exercise of a warrant issued in a registered direct offering in November 2020, (v) 148,183 shares of common stock issuable upon the exercise of a warrant issued in a registered direct offering in June 2021, and (vi) 124,202 shares of common stock issuable upon the exercise of warrants issued to the Company’s placement agent, H.C. Wainwright & Co., LLC (“Wainwright”), in connection with the July 2022 Private Placement.

Table 2: Fee Offset Claims and Sources

Not applicable.

Table 3: Combined Prospectuses

Not applicable.