Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Markforged Holding Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of Registration Fee
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Equity
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2021 Stock Option and Incentive Plan Common Stock, $0.0001 par value per share
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457(c) and (h)
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9,929,063 shares(2)
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$0.76
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$7,546,088
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0.0001476
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$1,113.81
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Equity
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2021 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share
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457(c) and (h)
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1,985,813 shares(4)
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$0.65
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$1,282,835
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0.0001476
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$189.35
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Total Offering Amounts
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$8,828,923
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$1,303.16 |
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Total Fee Offsets
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$0 |
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Net Fee Due
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$1,303.16 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.0001 par value per share (the “Common Stock”), of Markforged Holding Corporation (the “Registrant”) which become issuable under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2) Represents an automatic increase to the number of shares of Common Stock reserved for issuance under the 2021 Plan on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan automatically increases on January 1 of each year by an amount equal to (i) 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser amount as determined by the Administrator (as such term is defined in the 2021 Plan).
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act, and based on $0.76, the average of the high and low prices for the Common Stock as reported on the New York Stock Exchange on March 12, 2024.
(4) Represents an automatic increase to the number of shares of Common Stock reserved for issuance under the 2021 ESPP on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2021 ESPP automatically increases on January 1 of each year by an amount equal to the lesser of: (i) 4,700,000 shares of Common Stock, (ii) 1% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or (iii) such lesser amount as determined by the the Administrator (as such term is defined in the 2021 ESPP).
(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on 85% of $0.76, the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on March 12, 2024. Pursuant to the 2021 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less.