EX-FILING FEES 9 tm253007d9_ex-filingfees.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 | 2,090,188,551 (1) | (2) | $69,672.96 (2) | $0.00015310 | $10.67 |  |  |  |
Fees Previously Paid | Equity | Common Stock, $0.0001 par value per share | Other | 1,826,967,326 (3) | (2) | $60,898.92 (2) | $0.00015310 | $9.33 |  |  |  |
Carry Forward Securities
Carry Forward Securities | — | — | — | — |  | — |  |  | — | — | — | —
| Total Offering Amounts |  | $62,637.73 (2) | — | $10.67 |  |  |  |
| Total Fees Previously Paid |  |  |  | $9.33 |  |  |  |
| Total Fee Offsets |  |  |  | — |  |  |  |
| Net Fee Due |  |  |  | $1.34 |  |  |  |

(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 “Merger”). The amount of equity securities of Aerovate to be registered includes (i) 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 22.0844 shares of common stock of Aerovate for each outstanding share of common stock of Jade and (ii) the shares of Aerovate Series A Preferred Stock and Aerovate pre-funded warrants issued in exchange for the shares of Jade Preferred Stock and Jade pre-funded warrants, respectively. Aerovate previously paid $9.33 with respect to these shares based on such maximum number of shares of 1,826,967,326 as reflected in the “Fees Previously Paid.”

(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.
(3) | Relates to common stock of Aerovate issuable to holders of common stock of Jade, in the proposed Merger. The amount of common stock of Aerovate to be registered included (i) the estimated maximum number of shares of common stock of Aerovate that were 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, which assumed a pre-split exchange ratio of approximately 21.4388 shares of common stock of Aerovate for each outstanding share of common stock of Jade and (ii) the shares of Aerovate Series A Preferred Stock and Aerovate pre-funded warrants issued in exchange for the shares of Jade Preferred Stock and Jade pre-funded warrants, respectively.