0001130166
EX-FILING FEES
0001130166
2025-07-23
2025-07-23
0001130166
1
2025-07-23
2025-07-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
Exhibit 107
Calculation
of Filing Fee Tables
Form
S-4
Cyclacel
Pharmaceuticals, 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(3) | | |
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 | |
Class A common stock, par value $0.00001 per share | |
Other |
|
|
1,118,282 |
| |
$ | — | (2) | |
$ |
2,578,304 | (2) | |
| 0.00015310 | | |
$ |
394.74 | | |
| | | |
| | | |
| | | |
| | |
Fees Previously Paid | |
— | |
— | |
— |
|
|
— |
| |
| — | | |
| — | | |
| — | | |
| — | | |
| | | |
| | | |
| | | |
| | |
Carry Forward Securities |
Carry Forward Securities | |
— | |
— | |
— |
|
|
— |
| |
| — | | |
| — | | |
| — | | |
| — | | |
| | | |
| | | |
| | | |
| | |
| |
| |
Total Offering Amounts: | | |
$ | 2,578,304 | | |
| | | |
$ | 394.74 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
Total Fees Previously Paid: | | | |
| | | |
| | | |
$ | 0.00 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
Total Fee Offsets: | | | |
| | | |
| | | |
$ | 0.00 | | |
| | | |
| | | |
| | | |
| | |
| |
| |
Net Fee Due: | | | |
| | | |
| | | |
$ | 394.74 | | |
| | | |
| | | |
| | | |
| | |
Offering
Note
1
Represents the maximum number of shares of Common Stock, par value $0.001 per share (“Cyclacel Common Stock”),
of Cyclacel Pharmaceuticals, Inc. (the “Registrant”), issuable to securityholders of Fitters Sdn. Bhd. (“Fitters”)
pursuant to the Exchange and related transactions contemplated by the Exchange Agreement, dated as of May 6, 2025, as amended on July
7, 2025, by and among the Registrant, FITTERS Diversified Berhad and Fitters.
2
Estimated solely for the purpose of calculating the registration fee under Rule 457(f)(2)
under the Securities Act of 1933, as amended (the “Securities Act”). As Fitters is a private company, there is no market
for its securities, therefore, the proposed maximum aggregate offering price per share was calculated based on the book value as of July
10, 2025 of the Fitters Ordinary Shares that will be exchanged in the Transaction, which amount equals $2,578,304.
3
The registration fee is determined in accordance with Section 6(b) of the
Securities Act and calculated by multiplying the estimated aggregate offering price of securities to be registered by 0.00015310.