Exhibit 107

Calculation of Filing Fee Table

Form S-3

(Form Type)

VAXCYTE, INC.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities and Carry Forward Securities

 

 
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

 

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
                         

 

Fees To Be Paid

  Equity   Common Stock, par value $0.001 per share   457(r)   (1)   (1)   (1)   (2)   (2)   —    —    —    — 
  Equity   Preferred Stock, par value $0.001 per share   457(r)   (1)   (1)   (1)   (2)   (2)   —    —    —    — 
  Debt   Debt Securities   457(r)   (1)   (1)   (1)   (2)   (2)   —    —    —    — 
                         
    Other   Warrants   457(r)   (1)   (1)   (1)   (2)   (2)   —    —    —    — 
                   
    Total Offering Amounts      (1)     (2)          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                (2)                
 
Carry Forward Securities
                         
Carry Forward Securities   Equity   Common Stock, par value $0.001 per share   415(a)(6)   —    —    $305,003,145(3)   —    —    424(b)(5)    333-257622    February 27, 2023    $33,611.34
                   
    Total Offering Amounts      $305,003,145(3)              
                   
    Total Fees Previously Paid          $33,611.34          
                   
    Total Fee Offsets          —           
                   
    Net Fee Due                —                 

 

(1)

An indeterminate number or amount, as the case may be, of common stock, preferred stock, debt securities and warrants are being registered hereunder as may from time to time be issued at indeterminate prices. The securities being registered hereunder may be convertible into or exchangeable or exercisable for other securities of any identified class and may be sold separately or in combination with the other securities registered hereunder. In addition to the securities that may be issued directly under this registration statement, there is being registered hereunder such indeterminate aggregate number or amount, as the case may be, of the securities of each identified class as may from time to time be issued upon the conversion, exchange, settlement or exercise of other securities offered hereby. Separate consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for, other securities offered hereby.

 

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), Vaxcyte, Inc. (the “Company”) is deferring payment of the entire registration fee, except as described in footnote (3) below.

 

(3)

The Company previously registered the offer and sale of shares of its common stock having an aggregate offering price of $400,000,000 by means of a 424(b)(5) prospectus supplement, dated February 27, 2023 (the “2023 Prospectus Supplement”), filed with the Securities and Exchange Commission (“SEC”) pursuant to a registration statement on Form S-3 (Registration No. 333-257622) filed with the SEC on July 1, 2021 (the “2021 Registration Statement”). In connection with the filing of the 2023 Prospectus Supplement, the Company paid a filing fee of $44,080 in connection with the registration of shares of common stock having a maximum aggregate offering price of $400,000,000 to be issued and sold under an Open Market Sale Agreement between the Company and Jefferies LLC, as amended on February 27, 2023. Of those shares of common stock, shares of common stock having an aggregate offering price of $94,996,854 have been sold and shares of Common Stock with a maximum aggregate offering price of $305,003,145 remain unsold. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include the shares of common stock having an aggregate offering price of $305,003,145 previously registered on the 2021 Registration Statement. The registration fees with respect to any unissued shares of common stock paid in connection with the 2023 Prospectus Supplement will continue to be applied to such securities. Pursuant to Rule 415(a)(6), the offering of any unsold securities registered under the 2021 Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.