EX-FILING FEES 9 brhc20058012_ex107.htm EXHIBIT 107

Exhibit 107
 
Calculation of Filing Fee Tables
 
Schedule TO
 
Zynerba Pharmaceuticals, Inc.
(Name of Subject Company (issuer))
 
Xylophone Acquisition Corp.
(Offeror)
 
a wholly-owned subsidiary of
 
Harmony Biosciences Holdings, Inc.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
 
Table 1-Transaction Valuation

   
Transaction
Valuation*
   
Fee
rate
   
Amount of
Filing Fee**
 
Fees to Be Paid
 
$
69,780,791.20
     
0.00011020
   
$
7,689.84
 
Fees Previously Paid
 
$
0
           
$
0
 
Total Transaction Valuation
 
$
69,780,791.20
                 
Total Fees Due for Filing
                 
$
7,689.84
 
Total Fees Previously Paid
                 
$
0
 
Total Fee Offsets
                 
$
0
 
Net Fee Due
                 
$
7,689.84
 

*
Estimated solely for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding (i) the product of (A) 57,558,153 shares of common stock, par value $0.001 per share (the “Shares”), of Zynerba Pharmaceuticals, Inc., a Delaware corporation (“Zynerba”), which is the total number of Shares not beneficially owned by Harmony Biosciences Holdings, Inc. (inclusive of Shares that are subject to vesting or forfeiture restrictions granted pursuant to a Zynerba equity incentive plan, program or arrangement), and (B) $1.285, the average of the high and low sales prices per Share on August 22, 2023, as reported by the Nasdaq Capital Market (which, for the purposes of calculating the filing fee only, shall be deemed to be the “Reference Price”), (ii) the product of (A) 663,394 Shares subject to issuance pursuant to outstanding stock options with an exercise price less than $1.285 and (B) $0.71, the difference between the Reference Price and $0.58, the weighted average exercise price of such options. The calculation of the filing fee is based on information provided by Zynerba as of August 24, 2023.

**
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2023 beginning on October 1, 2022, issued August 26, 2022, by multiplying the transaction value by 0.00011020.