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Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Quince 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

Share

   

Maximum

Aggregate

Offering

Price

   

Fee

Rate

   

Amount of

Registration

Fee

               
Equity    Common Stock, par value $0.001 per share, Quince Therapeutics, Inc. 2019 Equity Incentive Plan    Other(2)     1,160,385(5)    $1.34(2)    $1,554,915.90    0.0001531    $238.06
               
Equity    Common Stock, par value $0.001 per share, Quince Therapeutics, Inc. 2019 Equity Incentive Plan    Other(3)     599,681(6)    $1.58(3)    $947,495.98    0.0001531    $145.07
               
Equity    Common Stock, par value $0.001 per share, Quince Therapeutics, Inc. 2019 Employee Stock Purchase Plan    Other(4)     440,016(7)    $1.14(4)   

$501,618.24

    0.0001531    $76.80
         
Total Offering Amount       $3,004,030.12       $459.93
         
Total Fees Previously Paid             —
         
Total Fee Offsets             —
         
Net Fee Due                   $459.93

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”) of Quince Therapeutics, Inc. (the “Registrant”) that become issuable under the 2019 Equity Incentive Plan (the “2019 EIP”) or 2019 Employee Stock Purchase Plan (the “2019 ESPP”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.

(2)

Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 19, 2025.

(3)

Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are calculated using the weighted-average exercise price for such shares.

(4)

Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 19, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2019 ESPP. Under the 2019 ESPP, the purchase price of a share of Common Stock is equal to 85% of the fair market value of the Registrant’s Common Stock on the offering date or the purchase date, whichever is less.

(5)

Represents 1,160,385 additional shares of the Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2019 EIP on January 1, 2025, pursuant to an annual “evergreen” increase provision contained in the 2019 EIP.

(6)

Represents 599,681 shares of the Registrant’s Common Stock that may be issued upon the exercise of outstanding options granted under the 2019 EIP.

(7)

Represents 440,016 additional shares of the Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2019 ESPP on January 1, 2025, pursuant to an annual “evergreen” increase provision contained in the 2019 ESPP.

 

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