S-3 S-3 EX-FILING FEES 0001820190 Scilex Holding Co N/A true true true true true true true true true true true true true true true true 0001820190 2026-04-22 2026-04-22 0001820190 1 2026-04-22 2026-04-22 0001820190 1 2026-04-22 2026-04-22 0001820190 2 2026-04-22 2026-04-22 0001820190 3 2026-04-22 2026-04-22 0001820190 4 2026-04-22 2026-04-22 0001820190 5 2026-04-22 2026-04-22 0001820190 6 2026-04-22 2026-04-22 0001820190 7 2026-04-22 2026-04-22 0001820190 8 2026-04-22 2026-04-22 0001820190 9 2026-04-22 2026-04-22 0001820190 10 2026-04-22 2026-04-22 0001820190 11 2026-04-22 2026-04-22 0001820190 12 2026-04-22 2026-04-22 0001820190 13 2026-04-22 2026-04-22 0001820190 14 2026-04-22 2026-04-22 0001820190 15 2026-04-22 2026-04-22 0001820190 16 2026-04-22 2026-04-22 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

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, $0.0001 par value per share, issuable upon the exercise of warrants (secondary offering) Other 100,000 $ 20.00 $ 2,000,000.00 0.0001381 $ 276.20
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 2,000,000.00

$ 276.20

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 276.20

Offering Note

1

Pursuant to Rule 416(a) of the 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 share splits, share dividends or similar transactions. Consists of 100,000 shares of common stock, par value $0.0001 per share ("Common Stock") of Scilex Holding Company, a Delaware corporation (the "Company") underlying a warrant to purchase common stock at an exercise price of $20.00 per share, issued to an investor in February 2026. The maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(g) under the Securities Act.

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
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
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

1 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (secondary offering) 3,250,000 S-3 333-280882 07/25/2024
2 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (primary offering) 108,686 S-3 333-276245 01/11/2024
3 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (primary offering) 13,446 S-3 333-276245 01/11/2024
4 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (primary offering) 34,286 S-3 333-276245 01/11/2024
5 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (primary offering) 211,990 S-3 333-276245 01/11/2024
6 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (primary offering) 537,298 S-3 333-276245 01/11/2024
7 Equity Common Stock, par value $0.0001 per share, issuable upon exercise of warrants (primary offering) 131,472 S-3 333-276245 01/11/2024
8 Equity Common Stock, par value $0.0001 per share, issuable upon the exercise of warrants (primary offering) 198,807 S-1 333-268603 12/27/2022
9 Equity Common Stock, par value $0.0001 per share, issuable upon the exercise of warrants (primary offering) 500,000 S-1 333-292157 12/29/2025
10 Equity Common Stock, par value $0.0001 per share, issuable upon conversion of convertible notes (primary offering) 347,082 S-3 333-276245 01/11/2024
11 Equity Common Stock, par value $0.0001 per share (secondary offering) 1,513,040 S-1 333-268603 12/27/2022
12 Equity Common Stock, par value $0.0001 per share, issuable upon the exercise of warrants (secondary offering) 14,018 S-1 333-268603 12/27/2022
13 Equity Common Stock, par value $0.0001 per share, issuable upon the exercise of warrants (secondary offering) 275,000 S-1 333-292157 12/29/2025
14 Equity Common Stock, par value $0.0001 per share, issuable upon the exercise of warrants (secondary offering) 1,356,594 S-1 333-292157 12/29/2025
15 Equity Common Stock, par value $0.0001 per share, issuable upon the exercise of warrants (secondary offering) 72,352 S-1 333-292157 12/29/2025
16 Equity Warrants to purchase common stock at an exercise price of $402.50 per share (secondary offering) 490,617 S-1 333-268603 12/27/2022

Prospectus Note

1

Consists of 3,250,000 shares of Common Stock issuable upon exercise of a warrant (on a pre-Reverse Stock Split basis, as such warrant and the exercise price thereof were not subject to adjustment in connection with such split), registered for resale by the Selling Securityholder named in this registration statement. These shares were previously included in Registration Statement No. 333-280882 for which all filing fees were paid.

2

Consists of 108,686 shares of Common Stock issued or issuable upon exercise of warrants that were originally issued to investors pursuant to an offering that closed in March 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

3

Consists of 13,446 shares of Common Stock issued or issuable upon exercise of warrants that were originally issued to the placement agent pursuant to an offering that closed in March 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

4

Consists of 34,286 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to the placement agent pursuant to an offering that closed in April 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

5

Consists of an aggregate of 211,990 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to investors and the placement agent pursuant to an offering that closed in October 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

6

Consists of 537,298 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to investors pursuant to an offering that closed in December 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

7

Consists of 131,472 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to StockBlock Securities LLC pursuant to an offering that closed in December 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

8

Consists of 198,807 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued as part of the Company's initial public offering and private placement concurrent therewith. These shares were previously included in Registration Statement No. 333- 268603 for which all filing fees were paid.

9

Consists of 500,000 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to investors as part of a warrant exchange in July 2025. These shares were previously included in Registration Statement No. 333-292157 for which all filing fees were paid.

10

Consists of 347,082 shares of Common Stock issuable upon conversion of senior secured convertible notes, that were originally issued to investors pursuant to an offering that closed in October 2024. These shares were previously included in Registration Statement No. 333-276245 for which all filing fees were paid.

11

Consists of 1,513,040 shares of Common Stock originally issued to an investor in connection with the Company's business combination that consummated on November 10, 2022. These shares were previously included in Registration Statement No. 333-268603 for which all filing fees were paid.

12

Consists of 14,018 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to investors in a private placement concurrent with Company's initial public offering. These shares were previously included in Registration Statement No. 333-268603 for which all filing fees were paid.

13

Consists of 275,000 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to investors as part of an inducement to exercise certain other warrants then held by such investors. These shares were previously included in Registration Statement No. 333-292157 for which all filing fees were paid.

14

Consists of 1,356,594 shares of Common Stock issuable from time to time upon exercise of warrants that were originally issued to an investor as part of an inducement to exercise certain warrants then held by such investor in November 2025. These shares were previously included in Registration Statement No. 333-292157 for which all filing fees were paid.

15

Consists of 72,352 shares of Common Stock issuable from time to time upon exercise of warrants issued to a placement agent, or its affiliates, in connection with the warrant inducement transaction in November 2025. These shares were previously included in Registration Statement No. 333-292157 for which all filing fees were paid.

16

Consists of 490,617 Warrants to purchase common stock currently exercisable for 14,018 shares of Common Stock originally issued to certain investors in a private placement concurrent with the Company's initial public offering.