Security

Class

Title

Fee

Calculation 

Rule 

Proposed
Maximum
 Offering

Price Per 

Unit

Amount of
 Registration 

Fee

Common Stock,

par value

$0.0001 per

share

 Rule 456(b)  and

Rule 457(r)

Preferred Stock,

par value

$0.0001 per

share

Rule 456(b) and

Rule 457(r)

Rule 456(b) and

Rule 457(r)

Rule 456(b) and

Rule 457(r)

Common Stock,

par value

$0.0001 per

share

 Fees Previously 

Paid 

ARS Pharmaceuticals, Inc.

(formerly Silverback

Therapeutics, Inc.)

There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for 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 (“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.

The proposed maximum per security and aggregate offering prices per class of securities 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. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

The registrant is relying on Rules 456(b) and 457(r) under the Securities Act to defer payment of the entire registration fee. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b) under the Securities Act. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee rate in effect on the date of such fee payment.

Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets a portion of the registration fee due hereunder by $23,175.00, which represents the portion of the registration fee previously paid with respect to unsold securities registered on the registrant’s Registration Statement on Form S-3 (File No. 333-261979) filed with the Securities and Exchange Commission on January 3, 2022 and declared effective on January 13, 2022 (the “Prior Registration Statement”), that was paid on January 3, 2022, in connection with the filing of the Prior Registration Statement. Of the $250,000,000 of securities registered on the Prior Registration Statement, for which a contemporaneous fee payment of $23,175 was paid, all of the securities remain unsold, leaving the full $23,175.00 previously paid fees available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). All offerings under the Prior Registration Statement have terminated.