Exhibit 107.1
Calculation of Filing Fee Tables
S-1
(Form Type)
Rockley Photonics Holdings Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1:Newly Registered and Carry Forward Securities
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Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered(1) |
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 | Equity | Ordinary Shares, nominal value $0.000004026575398 per share | 457(c) | 87,567,895(2) | $2.09(3) | $ 183,016,901 | $0.0000927 | $ 16,966 | — | — | — | — |
| Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
| Carry Forward Securities |
| Carry Forward Securities | | | | | | | | | | | | |
| Total Offering Amounts | | $ 183,016,901 | | | | | | |
| Total Fees Previously Paid | | | | — | | | | |
| Total Fee Offsets | | | | — | | | | |
| Net Fee Due | | | | $ 16,966 | | | | |
(1)Pursuant to Rule 416(a) under 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 resulting from stock splits, stock dividends or similar transactions.
(2)Consists of (a) 26,461,038 ordinary shares, nominal value $0.000004026575398 per share (“Ordinary Shares”) of Rockley Photonics Holdings Limited (the “Company”) initially issuable upon conversion of the Company’s Convertible Senior Secured Notes due 2026 (the “Notes”) at a conversion price of $3.08 per Ordinary Share, (b) an additional 13,855,000 Ordinary Shares that would have become due in connection therewith assuming that the Notes were converted on the date they were issued and the interest make-whole payment (as defined in the Indenture) that would have become due in connection therewith was paid by the Company in ordinary shares, (c) 26,461,038 Ordinary Shares initially issuable upon exercise of the Company’s warrants (the “144A Warrants”) at an exercise price of $5.00 per Ordinary Share and (d) an additional 20,790,819 Ordinary Shares that, together with 26,461,038 Ordinary Shares, would be issuable upon the exercise
of all of the 144A Warrants in connection with a ratchet anti-dilution adjustment as provided in the 144A Warrants at an assumed exercise price of $2.80 per ordinary share (the floor price for such ratchet anti-dilution adjustment) as a result thereof, in each case, issued in a private placement on May 27, 2022. The number of additional Ordinary Shares set forth in clauses (b) and (d) of the immediately preceding sentence are included solely for purposes of estimating the filing fee and are based on the assumptions set forth in each such clause. Under certain circumstances as set forth in the Indenture, Ordinary Shares could be issued in connection with a conversion of interest that may be paid in kind as well as additional Ordinary Shares that would be issuable if a holder of Notes elected to convert its Notes in connection with a make-whole fundamental change (as defined in the Indenture), but the aggregate number of Ordinary Shares issuable in these circumstances are expected to be less than the number of Ordinary Shares set forth in clause (b) of the first sentence of this note (2). The number of Ordinary Shares issuable in connection with an interest make-whole payment, if any, or a ratchet anti-dilution adjustment, if any, represent good faith estimates only and the actual number of Ordinary Shares which may be issued, if any, may vary. The information herein is not intended to constitute an indication or prediction of (i) the date on which the selling shareholders or the registrant will convert the Notes into Ordinary Shares, or on which the selling shareholders will exercise the 144A Warrants, if at all, or (ii) if the interest make-whole payment becomes due in connection with the conversion of any Note, whether the Company would elect to make such payment in Ordinary Shares or have satisfied the conditions set forth in the Indenture to make such payment in Ordinary Shares.
(3)Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $2.09, which represents the average of the high and low trading prices of the Ordinary Shares on July 1, 2022 on the New York Stock Exchange.
