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Table 1: Newly Registered and Carry Forward Securities |
☐Not Applicable | ||||
| 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 | |||||||||||||
| | 1 | | | | | $ | | $ | |||||
| | 2 | | | | | $ | | $ | |||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Total Offering Amounts | $ | $ | |||||||||||
| Total Fees Previously Paid | $ | ||||||||||||
| Total Fee Offsets | $ | ||||||||||||
| Net Fee Due | $ | ||||||||||||
| 1. | Relates to common stock, $0.0001 par value per share (“Werewolf Common Stock”), of Werewolf Therapeutics, Inc., a Delaware corporation (“Werewolf”), issuable to holders of common stock, $0.00001 par value per share (“Ambros Common Stock”), of Ambros Therapeutics, Inc., a Delaware corporation (“Ambros”), and other Ambros security holders in the proposed merger of Wave Atlantis Merger Sub., a Delaware corporation and a direct, wholly owned subsidiary of Werewolf, with and into Ambros, with Ambros continuing as a wholly owned subsidiary of Werewolf and the surviving corporation of the merger. The amount of Werewolf Common Stock to be registered includes the estimated maximum number of shares of Werewolf Common Stock that are expected to be issued (or become issuable) pursuant to the merger, without taking into account the effect of a reverse stock split of Werewolf Common Stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 10.7623 shares of Werewolf Common Stock for each outstanding share of Ambros Common Stock. The issuances of (i) all shares of Werewolf Common Stock in exchange for each share of Ambros Common Stock and each share of Ambros preferred stock, $0.00001 par value per share (“Ambros Preferred Stock”), (ii) all shares of Werewolf Common Stock issuable upon exercise of pre-funded warrants to purchase shares of Werewolf Common Stock (“Werewolf Merger Warrants”) issued in exchange for shares of Ambros Common Stock and/or Ambros Preferred Stock, and (iii) all shares of Werewolf Common Stock issuable upon exercise of options to purchase shares of Werewolf Common Stock issued in exchange for options to purchase shares of Ambros Common Stock, are intended to be covered by this registration statement on Form S-4. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any securities that may from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Ambros 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 Ambros securities expected to be exchanged in the proposed merger. |
| 2. | Consists of Werewolf Merger Warrants issued in the merger in exchange for Ambros Common Stock and/or Ambros Preferred Stock, without taking into account the effect of a reverse stock split of Werewolf Common Stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 10.7623 shares of Werewolf Common Stock for each outstanding share of Ambros Common Stock. The registration fee with respect to the Werewolf Merger Warrants has been allocated to the underlying shares of Werewolf Common Stock issuable upon exercise of such Werewolf Merger Warrants, as described in footnote (1). |
| Table 2: Fee Offset Claims and Sources | Not Applicable | ||||
| 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) | ||||||||||||
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Fee Offset Claims
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Fee Offset Sources
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| Rule 457(p) | ||||||||||||
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Fee Offset Claims
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Fee Offset Sources
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| Table 3: Combined Prospectuses | Not Applicable | ||||
| Security Type | Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | |