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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Oncorus, Inc.
(Exact name of Registrant as Specified in its Charter)
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Table 1 – Newly Registered Securities |
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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 |
Fees to be Paid |
Equity |
2020 Equity Incentive Plan Common Stock, $0.0001 par value per share |
457(c) and 457(h) |
1,298,656(2) |
$0.354(3) |
$459,724.23 |
.0001102 |
$50.66 |
Fees to be Paid |
Equity |
2020 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share |
457(c) and 457(h) |
259,731(4) |
$0.354(3) |
$91,944.78 |
.0001102 |
$10.14 |
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Total Offering Amounts |
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$551,669.01 |
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$60.80 |
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Total Fee Offsets |
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– |
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Net Fee Due |
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$60.80 |
(1)Pursuant to Rule 416(a) 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 $0.0001 per share (“Common Stock”), of Oncorus, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.
(2)Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the 2020 Plan. Pursuant to such provision, on January 1 of each calendar year through 2030, the number of shares authorized for issuance under the 2020 Plan is automatically increased by a number equal to the lesser of: (a) 5.0% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.
(3)This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on March 21, 2023, as reported on the Nasdaq Global Market.
(4)Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2020 ESPP on January 1, 2023 pursuant to an “evergreen” provision contained in the 2020 ESPP. Pursuant to such provision, on January 1 of each calendar year through 2030, the number of shares authorized for issuance under the 2020 ESPP is automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 560,000 shares; or (c) a lesser number of shares of Common Stock as is determined by the Board that is less than (a) and (b).