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S-3 S-3 EX-FILING FEES 0001835597 PepGen Inc. N/A N/A 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 0001835597 2026-05-13 2026-05-13 0001835597 1 2026-05-13 2026-05-13 0001835597 2 2026-05-13 2026-05-13 0001835597 3 2026-05-13 2026-05-13 0001835597 4 2026-05-13 2026-05-13 0001835597 5 2026-05-13 2026-05-13 0001835597 6 2026-05-13 2026-05-13 0001835597 7 2026-05-13 2026-05-13 0001835597 8 2026-05-13 2026-05-13 0001835597 9 2026-05-13 2026-05-13 0001835597 10 2026-05-13 2026-05-13 0001835597 11 2026-05-13 2026-05-13 0001835597 12 2026-05-13 2026-05-13 0001835597 13 2026-05-13 2026-05-13 0001835597 14 2026-05-13 2026-05-13 0001835597 15 2026-05-13 2026-05-13 0001835597 16 2026-05-13 2026-05-13 0001835597 17 2026-05-13 2026-05-13 0001835597 18 2026-05-13 2026-05-13 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

PepGen 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
Equity Common Stock, $0.0001 par value per share 457(o)
Equity Preferred Stock, $0.0001 par value per share 457(o)
Debt Debt Securities 457(o)
Other Warrants 457(o)
Other Units 457(o)
Fees to be Paid 1 Unallocated (Universal) Shelf 457(o) $ 145,081,550.00 0.0001381 $ 20,035.76
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities Equity Common Stock, $0.0001 par value per share 415(a)(6) S-3 333-272378 06/16/2023
Carry Forward Securities Equity Preferred Stock, $0.0001 par value per share 415(a)(6) S-3 333-272378 06/16/2023
Carry Forward Securities Debt Debt Securities 415(a)(6) S-3 333-272378 06/16/2023
Carry Forward Securities Other Warrants 415(a)(6) S-3 333-272378 06/16/2023
Carry Forward Securities Other Units 415(a)(6) S-3 333-272378 06/16/2023
Carry Forward Securities 2 Unallocated (Universal) Shelf 415(a)(6) $ 119,918,450.00 S-3 333-272378 06/16/2023 $ 13,215.01
Carry Forward Securities Equity Common Stock, $0.0001 par value per share 415(a)(6) S-3 333-280570 07/08/2024
Carry Forward Securities Equity Preferred Stock, $0.0001 par value per share 415(a)(6) S-3 333-280570 07/08/2024
Carry Forward Securities Debt Debt Securities 415(a)(6) S-3 333-280570 07/08/2024
Carry Forward Securities Other Warrants 415(a)(6) S-3 333-280570 07/08/2024
Carry Forward Securities Other Units 415(a)(6) S-3 333-280570 07/08/2024
Carry Forward Securities 3 Unallocated (Universal) Shelf 415(a)(6) $ 135,000,000.00 S-3 333-280570 07/08/2024 $ 19,926.00

Total Offering Amounts:

$ 400,000,000.00

$ 20,035.76

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 20,035.76

Offering Note

1

The amount to be registered consists of up to $400,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.

2

The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $300,000,000 pursuant to a registration statement on Form S-3 (File No. 333-272378) initially filed with the Securities and Exchange Commission on June 2, 2023 (the "2023 Expiring Registration Statement") and, in connection therewith, paid a filing fee of $33,060. Of such securities, an aggregate of $119,918,450 remain unsold (the "2023 Unsold Securities"). The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $250,000,000 pursuant to a registration statement on Form S-3 (File No. 333-280570) initially filed with the Securities and Exchange Commission on June 28, 2024 (the "2024 Expiring Registration Statement" and together with the 2023 Expiring Registration Statement, the "Expiring Registration Statements") and, in connection therewith, paid a filing fee of $36,900. Of such securities, an aggregate of $135,000,000 remain unsold (the "2024 Unsold Securities" and together with the 2023 Unsold Securities, the "Unsold Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Unsold Securities, and the filing fee of $33,141.01 associated therewith (which amount is based on the filing fee rates in effect at the time of the filing of the Expiring Registration Statements) is hereby carried forward to be applied to the Unsold Securities and no additional filing fee is due with respect to such Unsold Securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities pursuant to the Expiring Registration Statements shall be deemed terminated as of the date of the effective date of this registration statement.

3

The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $300,000,000 pursuant to a registration statement on Form S-3 (File No. 333-272378) initially filed with the Securities and Exchange Commission on June 2, 2023 (the "2023 Expiring Registration Statement") and, in connection therewith, paid a filing fee of $33,060. Of such securities, an aggregate of $119,918,450 remain unsold (the "2023 Unsold Securities"). The registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $250,000,000 pursuant to a registration statement on Form S-3 (File No. 333-280570) initially filed with the Securities and Exchange Commission on June 28, 2024 (the "2024 Expiring Registration Statement" and together with the 2023 Expiring Registration Statement, the "Expiring Registration Statements") and, in connection therewith, paid a filing fee of $36,900. Of such securities, an aggregate of $135,000,000 remain unsold (the "2024 Unsold Securities" and together with the 2023 Unsold Securities, the "Unsold Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Unsold Securities, and the filing fee of $33,141.01 associated therewith (which amount is based on the filing fee rates in effect at the time of the filing of the Expiring Registration Statements) is hereby carried forward to be applied to the Unsold Securities and no additional filing fee is due with respect to such Unsold Securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities pursuant to the Expiring Registration Statements shall be deemed terminated as of the date of the effective date of this registration statement.

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
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
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