EX-FILING FEES 6 d559675dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Scilex Holding Company

(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
                 
Fees to Be Paid   Equity   Common Stock, $0.0001 par value per share   457(o)   (1)   (2)        
                 
    Equity   Preferred Stock, $0.0001 par value per share   457(o)   (1)   (2)        
                 
    Debt   Debt Securities   457(o)   (1)   (2)        
                 
    Other   Warrants   457(o)   (1)   (2)        
                 
    Other   Rights   457(o)   (1)   (2)        
                 
    Other   Units(3)   457(o)   (1)   (2)        
                 
    Unallocated (Universal) Shelf     457(o)   (1)   (2)   $500,000,000 (2)   0.00014760   $73,800.00(4)
                 
Fees Previously Paid                
           
    Total Offering Amounts     $500,000,000     $73,800.00
           
    Total Fees Previously Paid        
           
    Total Fee Offsets        
           
    Net Fee Due               $73,800.00


(1)

There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, such indeterminate number of rights to purchase common stock, preferred stock, debt securities, warrants or units, and such indeterminate number of units consisting of any combination of common stock, preferred stock, debt securities, warrants and/or rights, as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2)

The proposed maximum aggregate offering price per unit 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 pursuant to Item 16(b) of Form S-3 under the Securities Act.

 

(3)

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

 

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.