EX-FILING FEES 6 d374624dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Scilex Holding Company

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

    

Security 

Type 

 

Security

Class

Title

  Fee 
Calculation 
Rule 
 

Amount to be

Registered(1)

  Proposed 
Maximum 
Offering 
Price Per 
Security 
 

Proposed

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of 

Registration 

Fee 

     

Newly Registered Securities

 

Fees to be

Paid

  Equity    Common Stock, par value 
$0.0001 per share 
  457(g)   11,003,988(2)   $11.50(3)    $126,545,862.00    $0.00011020    $13,945.36   
    Equity    Common Stock, par value 
$0.0001 per share 
  457(c)   144,975,423(4)    $5.00(5)   $724,877,115.00    $0.00011020    $79,881.46   
    Other    Warrants to purchase Common 
Stock 
  457(i)   5,265,776(6)     —    —    (7)   

Fees

previously

Paid

  N/A    N/A   N/A   N/A   N/A   N/A    N/A    N/A   
    Total Offering Amounts        $851,422,977.00        $93,826.82   
    Total Fees Previously Paid                —   
    Total Fee Offsets                —   
    Net Fee Due                $93,826.82   

 

(1)

Pursuant to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Consists of 11,003,988 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Scilex Holding Company, a Delaware corporation (the “Company”), issuable upon the exercise of (i) 4,104,000 Private Warrants (as defined in this registration statement) by the holders thereof and (ii) 6,899,988 Public Warrants (as defined in this registration statement) by the holders thereof.

(3)

The price per share is based upon the exercise price per Private Warrant and per Public Warrant of $11.50 per share.

(4)

Consists of 144,975,423 shares of Common Stock registered for resale by the Selling Securityholders named in this registration statement, including (i) 3,983,057 Sponsor Shares (as defined in this registration statement); (ii) 135,726,590 Merger Shares (as defined in this registration statement); (iii) 4,104,000 shares of Common Stock issuable upon the exercise of Private Warrants by the holders thereof; and (iv) and 1,161,776 shares of Common Stock issuable upon the exercise of Public Warrants held by Sorrento Therapeutics, Inc.

(5)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices of the Common Stock on the Nasdaq Capital Market on November 25, 2022 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission).

(6)

Represents the resale of 4,104,000 Private Warrants and 1,161,776 Public Warrants.

(7)

In accordance with Rule 457(i), the entire registration fee for the Warrants is allocated to the shares of Common Stock underlying the Warrants, and no separate fee is payable for the Warrants.