EX-FILING FEES 10 avte-20240930xexfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

AEROVATE THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

Equity

Common
Stock,
$0.0001
par value
per share

Other

1,826,967,326 (1)

(2)

$60,898.92 (2)

$0.00015310

$9.33

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$60,898.92 (2)

$9.33

Total Fees Previously Paid

$9.33

Total Fee Offsets

Net Fee Due

$0.00

(1)

Relates to common stock, $0.0001 par value per share, of Aerovate Therapeutics, Inc., a Delaware corporation (“Aerovate”), issuable to holders of common stock, $0.0001 par value per share, of Jade Biosciences, Inc., a Delaware corporation (“Jade”), in the proposed merger of Caribbean Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Aerovate, with and into Jade, with Jade surviving the merger, and as part of the same overall transaction, Jade will merge with and into Caribbean Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Aerovate, with Caribbean Merger Sub II, LLC continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger. The amount of common stock of Aerovate to be registered includes the estimated maximum number of shares of common stock of Aerovate that are expected to be issued (or become issuable upon conversion of Aerovate Series A Preferred Stock and exercise of Aerovate pre-funded warrants) pursuant to the merger, without taking into account the effect of a reverse stock split of common stock of Aerovate, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 21.4388 shares of common stock of Aerovate for each outstanding share of common stock of Jade.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the U.S. Securities Act of 1933, as amended. Jade is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued pursuant to the merger is one-third of the aggregate par value of the Jade securities expected to be exchanged in the proposed merger.