Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Seelos Therapeutics, Inc.
(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 | 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 | Debt | Debt Securities | Rule 457(o) | (1) | (3) | (1) | ___ | |||||
| Equity | Common Stock, par value $0.001 per share | Rule 457(o) | (1) | (3) | (1) | ___ | ||||||
| Equity | Preferred Stock, par value $0.001 per share | Rule 457(o) | (1) | (3) | (1) | ___ | ||||||
| Other | Warrants | Rule 457(o) | (1) | (3) | (1) | ___ | ||||||
| Other | Units(2) | Rule 457(o) | (1) | (3) | (1) | ___ | ||||||
| Other | Rights | Rule 457(o) | (1) | (3) | (1) | ___ | ||||||
| Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Rule 457(o) | (1) | (3) | $201,614,489.35 | $147.60 per $1,000,000 | $29,758.30 (4) | |||||
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | Debt | Debt Securities | 415(a)(6) | ___ | ___ | ___ | ___ | S-3 | 333-251356 | 12/15/2020 | N/A | |
| Equity | Common Stock, par value $0.001 per share | 415(a)(6) | ___ | ___ | ___ | ___ | S-3 | 333-251356 | 12/15/2020 | N/A | ||
| Equity | Preferred Stock, par value $0.001 per share | 415(a)(6) | ___ | ___ | ___ | ___ | S-3 | 333-251356 | 12/15/2020 | N/A | ||
| Other | Warrants | 415(a)(6) | ___ | ___ | ___ | ___ | S-3 | 333-251356 | 12/15/2020 | N/A | ||
| Other | Units | 415(a)(6) | ___ | ___ | ___ | ___ | S-3 | 333-251356 | 12/15/2020 | N/A | ||
| Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 415(a)(6) | (5) | $48,385,510.65 (5) | $109.10 per $1,000,000 | ___ | S-3 | 333-251356 | 12/15/2020 | $5,278.86 | ||
| Total Offering Amounts | $250,000,000 | $29,758.30 | ||||||||||
| Total Fees Previously Paid | ___ | |||||||||||
| Total Fee Offsets | ___ | |||||||||||
| Net Fee Due | $29,758.30 | |||||||||||
(1) The amount to be registered consists of up to $250,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units that may be offered and sold from time to time in one or more offerings. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable anti-dilution provision. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.
(2) Each unit will represent an interest in two or more other securities, which may or may not be separable from one another.
(3) The proposed maximum offering price per security 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 General Instruction 2.A.iii.b of Item 16(b) of Form S-3 under the Securities Act.
(4) The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.
(5) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered by the registrant on the registrant’s shelf registration statement on Form S-3 (File No. 333-251356), originally filed on December 15, 2020, amended by Amendment No. 1 thereto filed on December 22, 2020 and declared effective on December 23, 2020 (the “Prior Registration Statement”). The Prior Registration Statement registered the offer and sale of up to $200,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. The registrant previously paid a fee of $21,820 related to such offer and sale of its securities. Of such securities, $48,385,510.65 remain unsold (the “Unsold Shelf Securities”). The registrant has determined to include in this registration statement $48,385,510.65 of the Unsold Shelf Securities. Accordingly, the filing fee of $5,278.86 relating to $48,385,510.65 of the Unsold Shelf Securities under the Prior Registration Statement, which was paid under the Prior Registration Statement, is hereby carried forward to be applied to the Unsold Shelf Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Shelf Securities in connection with the filing of this Registration Statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Shelf Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Shelf Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement.
