Please wait
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Zentalis Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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
EquityCommon Stock, $0.001 par value per share
Rules 456(b) and
457(r)
(1) (2)
(1)(1)
EquityPreferred Stock, $0.001 par value per share
Rules 456(b) and
457(r)
(1) (2)
(1)(1)
DebtDebt Securities
Rules 456(b) and
457(r)
(1)(1)(1)
OtherWarrants
Rules 456(b) and
457(r)
(1)(1)(1)
OtherPurchase Contracts
Rules 456(b) and
457(r)
(1)(1)(1)
OtherUnits
Rules 456(b) and
457(r)
(1)(1)(1)
Fees to Be PaidEquityCommon Stock, $0.001 par value per share
Rule 457(o)
$200,000,000$200,000,000$0.00014760$29,520
Fees Previously PaidN/AN/AN/AN/AN/AN/AN/A
1


Carry Forward Securities
Carry Forward SecuritiesN/AN/AN/AN/AN/AN/AN/AN/AN/A
Total Offering Amounts$200,000,000$29,520
Total Fees Previously Paid
Total Fee Offsets$15,068
Net Fee Due$14,452
(1)An unspecified number of securities of each identified class is being registered as may from time to time be issued at unspecified prices, including securities that may be issued upon exercise, conversion or exchange. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee relating to the registration of securities hereby other than the registration fee due in connection with $200,000,000 of shares of common stock that may be issued and sole from time to time under the sales agreement prospectus included herein. Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).
(2)Includes right to acquire common stock or preferred stock of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan.
2


Table 2: Fee Offset Claims and Sources
Registrant
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
Fee Offset ClaimsZentalis Pharmaceuticals, Inc.
S-3ASR
333-255769May 4, 2021
$15,068 (3)
Unallocated (Universal) Shelf
(3)
(3)
$140,300,000
Fee-Offset SourcesZentalis Pharmaceuticals, Inc.S-3ASR333-255769May 4, 2021$21,480
(3)Attributable to US$140,300,000 of unsold securities that were previously registered under the Registration Statement on Form S-3 (333-255769) on May 4, 2021 (the “Prior Registration Statement”), that have not yet been issued and sold. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fees may be applied to the filing fees payable pursuant to this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of such unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
3