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S-4 S-4/A EX-FILING FEES 333-288792 0001485003 Carisma Therapeutics Inc. N/A N/A 0001485003 2025-08-28 2025-08-28 0001485003 1 2025-08-28 2025-08-28 0001485003 2 2025-08-28 2025-08-28 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Carisma Therapeutics Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

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 1 Equity Common Stock, $0.001 par value per share Other 7,678,140 $ 25.60 0.0001531 $ 0.01
Fees Previously Paid 2 Equity Common Stock, $0.001 par value per share Other 327,677,643 $ 1,092.26 $ 0.17
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,117.86

$ 0.18

Total Fees Previously Paid:

$ 0.17

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 0.01

Offering Note

1

1 (a). Relates to common stock, $0.001 par value per share, of Carisma Therapeutics Inc., a Delaware corporation ("Carisma"), issuable to holders of common stock, $0.00001 par value per share, of OrthoCellix, Inc., a Delaware corporation ("OrthoCellix"), in the proposed merger of Azalea Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Carisma, with and into OrthoCellix, with OrthoCellix surviving as a wholly owned subsidiary of Carisma and the surviving company of the merger. The amount of common stock of Carisma to be registered includes the estimated maximum number of shares of common stock of Carisma that are expected to be issued pursuant to the proposed merger, without taking into account the effect of a contemplated reverse stock split of common stock of Carisma and assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 335,355.7827 shares of common stock of Carisma for each outstanding share of common stock of OrthoCellix. 1 (b). Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. OrthoCellix is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares of common stock expected to be issued in the proposed merger is one-third of the aggregate par value of the OrthoCellix securities expected to be exchanged in the proposed merger.

2

See Offering Note 1 (a) and 1 (b).

Table 2: Fee Offset Claims and Sources ☑Not Applicable
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
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A