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Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Mersana Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered Securities

 

Security
Type		   Security Class 
Title		   Fee
Calculation
Rule		   Amount
Registered
(1)		     Proposed
Maximum
Offering Price
Per Unit		     Maximum
Aggregate
Offering Price		     Fee Rate   Amount of
Registration
Fee		  
Equity   Common Stock, $0.0001 par value per share   Other     4,655,794 (2)   $ 5.52 (3)   $ 25,699,983 (3)   $110.20 per $1,000,000   $ 2,832.14  
Total Offering Amounts             $ 25,699,983         $ 2,832.14  
Total Fee Offsets                           —  
Net Fee Due                         $ 2,832.14  

 

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of the Registrant’s common stock.
   
(2) Consists of (a) 4,205,794 additional shares issuable under the Mersana Therapeutics, Inc. 2017 Stock Incentive Plan (the “2017 Plan”) and (b) 450,000 additional shares issuable under the Mersana Therapeutics, Inc. 2017 Employee Stock Purchase Plan, as amended (the “2017 ESPP”).
   
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The proposed maximum offering price per share and maximum aggregate offering price are calculated based on (a) $5.76, the weighted average per share exercise price of 2,852,312 shares subject to outstanding stock option grants under the 2017 Plan, at exercise prices ranging from $3.62 to $7.76 per share and (b) $5.33, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on February 24, 2023, for 1,353,482 shares issuable under the 2017 Plan and the 450,000 shares issuable under the 2017 ESPP.  Pursuant to the 2017 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the exercise date.