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Exhibit 107

Calculation of Filing Fee Table

Form S-3

(Form Type)

CG Oncology, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                 
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

                 

Fees to Be

Paid

  Equity  

Common Stock,

par value

$0.0001 per

share

 

Rule 456(b) and

Rule 457(r)

  (1)   (2)   (2)   (3)   (3)
                 
    Equity  

Preferred Stock,

par value

$0.0001 per

share

 

Rule 456(b) and

Rule 457(r)

  (1)   (2)   (2)   (3)   (3)
                 
    Debt   Debt Securities  

Rule 456(b) and

Rule 457(r)

  (1)   (2)   (2)   (3)   (3)
                 
    Other   Warrants  

Rule 456(b) and

Rule 457(r)

  (1)   (2)   (2)   (3)   (3)
                 
    Equity  

Common Stock,

par value

$0.0001 per

share

  Rule 457(o)   $250,000,000   (2)   $250,000,000   $0.00015310   $38,275 (4)
                 

Fees

Previously

Paid

               
           
    Total Offering Amounts   (2)   $250,000,000     $38,275
           
    Total Fees Previously Paid        
           
    Total Fee Offsets        
           
    Net Fee Due               $38,275

 

(1)

There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

(3)

The registrant is relying on Rules 456(b) and 457(r) under the Securities Act to defer payment of the entire registration fee. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b) under the Securities Act. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee rate in effect on the date of such fee payment.

(4)

Calculated pursuant to Rule 457(o) under the Securities Act based on the maximum aggregate offering price.