EX-FILING FEES 6 tm2333087d2_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

Seelos Therapeutics, Inc.
(Exact Name of 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		 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
Fees to Be Paid Debt Debt Securities Rule 457(o) (1) (3) (1)   ___        
Equity Common Stock, par value $0.001 per share Rule 457(o) (1) (3) (1)   ___        
Equity Preferred Stock, par value $0.001 per share Rule 457(o) (1) (3) (1)   ___        
Other Warrants Rule 457(o) (1) (3) (1)   ___        
Other Units(2) Rule 457(o) (1) (3) (1)   ___        
Other Rights Rule 457(o) (1) (3) (1)   ___        
Unallocated (Universal) Shelf Unallocated (Universal) Shelf Rule 457(o) (1) (3) $201,614,489.35 $147.60 per $1,000,000 $29,758.30 (4)        
Fees Previously Paid N/A N/A N/A N/A N/A N/A   N/A        
Carry Forward Securities
Carry Forward Securities Debt Debt Securities 415(a)(6) ___ ___ ___   ___ S-3 333-251356 12/15/2020 N/A
  Equity Common Stock, par value $0.001 per share 415(a)(6) ___ ___ ___   ___ S-3 333-251356 12/15/2020 N/A
  Equity Preferred Stock, par value $0.001 per share 415(a)(6) ___ ___ ___   ___ S-3 333-251356 12/15/2020 N/A
  Other Warrants 415(a)(6) ___ ___ ___   ___ S-3 333-251356 12/15/2020 N/A
  Other Units 415(a)(6) ___ ___ ___   ___ S-3 333-251356 12/15/2020 N/A
  Unallocated (Universal) Shelf Unallocated (Universal) Shelf 415(a)(6) (5)   $48,385,510.65 (5) $109.10 per $1,000,000 ___ S-3 333-251356 12/15/2020 $5,278.86
  Total Offering Amounts   $250,000,000   $29,758.30        
  Total Fees Previously Paid       ___        
  Total Fee Offsets       ___        
  Net Fee Due       $29,758.30        

 

 

 

 

(1)            The amount to be registered consists of up to $250,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units that may be offered and sold from time to time in one or more offerings. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable anti-dilution provision. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.

 

(2)            Each unit will represent an interest in two or more other securities, which may or may not be separable from one another.

 

(3)            The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction 2.A.iii.b of Item 16(b) of Form S-3 under the Securities Act.

 

(4)            The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.

 

(5)            Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered by the registrant on the registrant’s shelf registration statement on Form S-3 (File No. 333-251356), originally filed on December 15, 2020, amended by Amendment No. 1 thereto filed on December 22, 2020 and declared effective on December 23, 2020 (the “Prior Registration Statement”). The Prior Registration Statement registered the offer and sale of up to $200,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. The registrant previously paid a fee of $21,820 related to such offer and sale of its securities. Of such securities, $48,385,510.65 remain unsold (the “Unsold Shelf Securities”). The registrant has determined to include in this registration statement $48,385,510.65 of the Unsold Shelf Securities. Accordingly, the filing fee of $5,278.86 relating to $48,385,510.65 of the Unsold Shelf Securities under the Prior Registration Statement, which was paid under the Prior Registration Statement, is hereby carried forward to be applied to the Unsold Shelf Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Shelf Securities in connection with the filing of this Registration Statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Shelf Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Shelf Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement.