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Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Sensei Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

 

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
$0.0001 per share, Sensei
Biotherapeutics, Inc. 2021
Equity Incentive Plan
   Other(2)   1,224,361(2)   $1.65(4)   $2,020,195.65    $0.0000927    $187.27
Equity    Common Stock, par value
$0.0001 per share, Sensei
Biotherapeutics, Inc. 2021
Employee Share Purchase Plan
   Other(3)   306,090(3)   $1.65(4)   $505,048.50    $0.0000927    $46.82
Total Offering Amount       $2,525,244.15        
Total Fees Previously Paid                
Total Fee Offsets                
Net Fee Due                 $234.09

 

(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 $0.0001 per share (“Common Stock”) of Sensei Biotherapeutics, Inc. (the “Registrant”) that become issuable under the 2021 Equity Incentive Plan (the “2022 EIP”) or 2021 Employee Stock Purchase Plan (the “2021 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)

Represents shares of Common Stock that were added to the shares authorized for issuance under the 2021 EIP on January 1, 2022 pursuant to an “evergreen” provision contained in the 2021 EIP.

 

(3)

Represents shares of Common Stock that were added to the shares authorized for future issuance under the 2021 ESPP on January 1, 2022 pursuant to an “evergreen” provision contained in the 2022 ESPP.

 

(4)

Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon a per share price of $1.65, which is the average of the high and low prices per share of the Registrant’s Common Stock on May 5, 2022, as reported on The Nasdaq Global Market.