S-3 S-3ASR EX-FILING FEES 0001714899 Denali Therapeutics Inc. Y N 0001714899 2025-02-27 2025-02-27 0001714899 1 2025-02-27 2025-02-27 0001714899 2 2025-02-27 2025-02-27 0001714899 3 2025-02-27 2025-02-27 0001714899 4 2025-02-27 2025-02-27 0001714899 5 2025-02-27 2025-02-27 0001714899 6 2025-02-27 2025-02-27 0001714899 7 2025-02-27 2025-02-27 0001714899 1 2025-02-27 2025-02-27 0001714899 2 2025-02-27 2025-02-27 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-3
Denali Therapeutics Inc.

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 | 1 | Equity | Common Stock, $0.01 par value per share | 457(r) |  |  |  | 0.0001531 |  |  |  |  |
Fees to be Paid | 2 | Equity | Preferred Stock, $0.01 par value per share | 457(r) |  |  |  | 0.0001531 |  |  |  |  |
Fees to be Paid | 3 | Debt | Debt Securities | 457(r) |  |  |  | 0.0001531 |  |  |  |  |
Fees to be Paid | 4 | Other | Warrants | 457(r) |  |  |  | 0.0001531 |  |  |  |  |
Fees to be Paid | 5 | Other | Purchase Contracts | 457(r) |  |  |  | 0.0001531 |  |  |  |  |
Fees to be Paid | 6 | Other | Units | 457(r) |  |  |  | 0.0001531 |  |  |  |  |
Fees to be Paid | 7 | Equity | Common Stock, $0.01 par value per share | 457(o) |  |  | $ 400,000,000.00 | 0.0001531 | $ 61,240.00 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 400,000,000.00 |  | $ 61,240.00 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 37,080.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 24,160.00 |  |  |  |

Offering Note |

1 | The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or other securities of the registrant, (e) purchase contracts, or (f) units consisting of some or all of these securities, as applicable, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any share splits, share dividends or similar transactions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units. In accordance with Rules 456(b) and 457(r) under the Securities Act, except with respect to $61,240.00 to be paid in connection with the primary offering of common stock described in this table, the registrant is deferring payment of the registration fee. Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).
2 | See Offering Note 1.
3 | See Offering Note 1.
4 | See Offering Note 1.
5 | See Offering Note 1.
6 | See Offering Note 1.
7 | An indeterminate number of shares of common stock is being registered as may from time to time be offered hereunder at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.

Table 2: Fee Offset Claims and Sources

|  | 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 | 1 | Denali Therapeutics Inc. | S-3 | 333-263107 | 02/28/2022 |  | $ 37,080.00 | Equity | Common Stock, $0.01 par value per share |  | $ 400,000,000.00 |
Fee Offset Sources | 2 | Denali Therapeutics Inc. | S-3 | 333-263107 |  | 02/28/2022 |  |  |  |  |  | $ 37,080.00

Rule 457(p) Statement of Withdrawal, Termination, or Completion: |

1 | On February 28, 2022, the registrant filed an Automatic Shelf Registration Statement on Form S-3ASR (File No. 333-263107) and a prospectus supplement (collectively, the "Prior Registration Statement"), which registered the offer, sale and issuance of up to $400,000,000.00 of an indeterminate number of shares of common stock, all $400,000,000.00 of which remain unsold and unissued (the "Unsold Securities"). In connection with the Prior Registration Statement, the registrant paid a registration fee of $37,080.00 for the Unsold Securities (the "Prior Fee"). Pursuant to Rule 457(p), the registration fee associated with this filing is being partially offset by the Prior Fee. The offering of the Unsold Securities has been terminated as of the effective date of this filing.

Offset Note |

2 | See Rule 457(p) Statement of Withdrawal, Termination, or Completion.