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Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-8

(Form Type)

Candel Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

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, 

$0.01 par value per
share, 2021 Stock
Option and
Incentive Plan

   Rule 457(c) 

and Rule
457(h)

  1,872,419(2)    $7.97(3)    $14,923,179.43     $0.00015310     $2,284.74 
               
Equity    Common Stock,
$0.01 par value per
share, 2021
Employee Stock
Purchase Plan
   Rule 457(c)
and Rule
457(h)
  293,000(4)   $6.78(5)   $1,986,540.00    $0.00015310    $304.14
         
Total Offering Amounts     $16,909,719.43       $2,588.88
         
Total Fees Previously Paid          
         
Total Fee Offsets          
         
Net Fee Due                 $2,588.88

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.01 par value per share (the “Common Stock”), which become issuable under the under the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)

Represents an automatic increase to the number of shares available for issuance under the 2021 Plan of 1,872,419, effective as of January 1, 2025. Shares available for issuance under the 2021 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on July 29, 2021 (File No. 333-258279), a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 29, 2022 (File No. 333-263961), a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 30, 2023 (File No. 333-270967), and a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 28, 2024 (File No. 333-278294).

(3)

The price of $7.97 per share, which is the average of the high and low sale prices of the common stock on the Nasdaq Global Market on March 11, 2025, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act.

(4)

Represents an automatic increase to the number of shares available for issuance under the 2021 ESPP of 293,000, effective as of January 1, 2025. Shares available for issuance under the 2021 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 29, 2021 (File No. 333-258279), a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 29, 2022 (File No. 333-263961), a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 30, 2023 (File No. 333-270967), and a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 28, 2024 (File No. 333-278294).

(5)

The price of $6.78 per share, which is based on 85% of $7.97, the average of the high and low sale prices of the common stock on the Nasdaq Global Market on March 11, 2025, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act. Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the first business day of the offering period or on the last business day of the offering period, whichever is less.