Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Mustang Bio, Inc.

(Exact Name of Each 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(1)

  

Fee Rate

  

Amount of
Registration
Fee

 

Equity

 

Common Stock, par value $0.0001 per share (“Common Stock”)(2)

 

457(o)

 

 

 

 

 

$

8,000,000

 

0.00015310

 

$

1,224.80

 

Other

 

Pre-funded Warrants to purchase Common Stock(3)

 

Other

 

 

 

 

 

 

 

 

 

 

(3)

Equity

 

Common Stock underlying the Pre-Funded Warrant(3)

 

457(o)

 

 

 

 

 

 

 

 

 

(3)

Other

 

Series C-1 Warrants to purchase Common Stock

 

Other

 

 

 

 

 

 

 

 

 

 

(4)

Equity

 

Common Stock underlying the Series C-1 Warrants to purchase Common Stock

 

457(o)

 

 

 

 

 

$

8,000,000

 

0.00015310

 

$

1,224.80

 

Other

 

Series C-2 Warrants to purchase Common Stock

 

Other

 

 

 

 

 

 

 

 

 

 

(4)

Equity

 

Common Stock underlying the Series C-2 Warrants to purchase Common Stock

 

457(o)

 

 

 

 

 

$

8,000,000

 

0.00015310

 

$

1,224.80

Other

 

Series C-3 Warrants to purchase Common Stock

 

Other

 

 

 

 

 

 

 

 

 

 

(4)

Equity

 

Common Stock underlying the Series C-3 Warrants to purchase Common Stock

 

457(o)

 

 

 

 

 

$

8,000,000

 

0.00015310

 

$

1,224.80

Other

 

Placement Agent Warrants to purchase Common Stock

 

Other

 

 

 

 

 

 

 

 

 

 

(4)(5)

Equity

 

Common Stock underlying the Placement Agent Warrants to purchase Common Stock

 

457(o)

 

 

 

 

 

$

600,000

 

0.00015310

 

$

91.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Offering Amounts

 

 

 

$

32,600,000

 

0.00015310

 

$

4,991.06

Total Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Fee Due

 

 

 

 

 

 

 

 

 

 

 

 

$

4,991.06

 

(1)

Estimated solely for the purpose of calculating the amount of the registration fee in pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.


(3)The proposed maximum aggregate offering price of the Common Stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Stock and pre-funded warrants (including the Common Stock issuable upon exercise of the pre-funded warrants), if any, is $8,000,000.

(4)No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.

(5)Represents warrants issuable to the placement agent, or its designees, to purchase a number of shares of Common Stock equal to 6.0% of the aggregate number of shares of Common Stock and pre-funded warrants being offered in this offering, at an exercise price equal to 125% of the combined public offering price per share of Common Stock and accompanying warrants.