Please wait
S-1 S-1 EX-FILING FEES 0001820190 Scilex Holding Co N/A N/A 0001820190 2025-12-15 2025-12-15 0001820190 1 2025-12-15 2025-12-15 0001820190 2 2025-12-15 2025-12-15 0001820190 3 2025-12-15 2025-12-15 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-1

Scilex Holding Co

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

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 1 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants Other 500,000 $ 40.00 $ 20,000,000.00 0.0001381 $ 2,762.00
Fees to be Paid 2 Equity Common Stock, par value $0.0001 per share, underlying warrants Other 275,000 $ 20.00 $ 5,500,000.00 0.0001381 $ 759.55
Fees to be Paid 3 Equity Common Stock, par value $0.0001 per share, underlying warrants Other 1,428,946 $ 29.00 $ 41,439,434.00 0.0001381 $ 5,722.79
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 66,939,434.00

$ 9,244.34

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 9,244.34

Offering Note

1

(a) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's common stock, $0.0001 par value per share (the "Common Stock"), that become issuable under the Exchange Warrants, September 2025 Warrants and the November 2025 Warrants (each as defined below) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. (b) Includes 500,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Scilex Holding Company, a Delaware corporation (the "Company"), issuable upon exercise of warrants to purchase Common Stock with an exercise price of $40.00 per share, issued by the Company on July 28, 2025 (the "Exchange Warrants").

2

Includes 275,000 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $20.00 per share (the "September 2025 Warrants"). Pursuant to Rule 457(g) of the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share of the common stock issuable upon exercise of the warrants exercisable at $20.00 per share, is in each case estimated based upon the higher of (a) the exercise price of such warrants, and (b) $17.26, which is the average of the high and low sale prices of Common Stock on December 11, 2025, as reported on The Nasdaq Capital Market.

3

Includes 1,428,946 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $29.00 per share (the "November 2025 Warrants"). Pursuant to Rule 457(g) of the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share of the common stock issuable upon exercise of the warrants exercisable at $29.00 per share, is in each case estimated based upon the higher of (a) the exercise price of such warrants, and (b) $17.26, which is the average of the high and low sale prices of Common Stock on December 11, 2025, as reported on The Nasdaq Capital Market.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A