Scilex Holding Co. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Scilex Holding Co. has filed its 2023 10-K, detailing financial performance, agreements, and risks.</b>

AI Summary

Scilex Holding Co (SCLXW) filed a Annual Report (10-K) with the SEC on March 12, 2024. Scilex Holding Co. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing details various financial and operational aspects of the company, including information on derivative liabilities, operating costs, and revenue. Key dates related to agreements and stock transactions, such as the Securities Purchase Agreement on March 21, 2023, and the Stock Purchase Agreement on September 21, 2023, are noted. The report references specific financial instruments and agreements, including the Junior Dip Facility and Romeg License Agreement. Customer concentration risk is mentioned, with a note on three customers representing a minimum of sales revenue and accounts receivable.

Why It Matters

For investors and stakeholders tracking Scilex Holding Co, this filing contains several important signals. The 10-K filing provides a comprehensive overview of Scilex's financial health and operational activities for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. Specific details on agreements, stock transactions, and customer concentration risk offer insights into potential revenue streams, financial obligations, and market vulnerabilities.

Risk Assessment

Risk Level: medium — Scilex Holding Co shows moderate risk based on this filing. The company faces medium risk due to customer concentration, with three customers accounting for a minimum of sales revenue and accounts receivable, indicating potential vulnerability if these relationships change.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Scilex's financial position and operational challenges.

Key Numbers

• 20231231 — Fiscal Year End (Conformed period of report)
• 20240312 — Filing Date (Filed as of date)
• 105 — Public Document Count (Number of documents in the filing)
• 001-39852 — SEC File Number (SEC file number for Scilex Holding Co.)

Key Players & Entities

• Scilex Holding Co. (company) — Filer name
• 20231231 (date) — Fiscal year end
• 20240312 (date) — Filing date
• 0000950170-24-029473 (filing_id) — Accession number
• SCLXW (ticker) — Related ticker
• 2836 (sic_code) — Standard Industrial Classification
• DE (state) — State of incorporation
• 960 SAN ANTONIO ROAD (address) — Business address

FAQ

Risk Factors

• Customer Concentration Risk [medium — market]: The company faces risk due to concentration with three customers, representing a minimum of sales revenue and accounts receivable.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-12: Filing Date — Date the 10-K was officially filed with the SEC.

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SCLX The Nasdaq Stock Mar
• $11.50 — mon stock, each at an exercise price of $11.50 per share SCLXW The Nasdaq Stock Ma

Filing Documents

• sclx-20231231.htm (10-K) — 3960KB
• sclx-ex4_7.htm (EX-4.7) — 89KB
• sclx-ex19_1.htm (EX-19.1) — 175KB
• sclx-ex23_1.htm (EX-23.1) — 7KB
• sclx-ex31_1.htm (EX-31.1) — 13KB
• sclx-ex31_2.htm (EX-31.2) — 12KB
• sclx-ex32_1.htm (EX-32.1) — 12KB
• sclx-ex97_1.htm (EX-97.1) — 53KB
• img249346191_0.jpg (GRAPHIC) — 66KB
• img249346191_1.jpg (GRAPHIC) — 219KB
• img249346191_2.jpg (GRAPHIC) — 202KB
• img249346191_3.jpg (GRAPHIC) — 75KB
• img249346191_4.jpg (GRAPHIC) — 64KB
• img249346191_5.jpg (GRAPHIC) — 45KB
• img249346191_6.jpg (GRAPHIC) — 107KB
• img249346191_7.jpg (GRAPHIC) — 48KB
• img249346191_8.jpg (GRAPHIC) — 55KB
• img249346191_9.jpg (GRAPHIC) — 96KB
• img249346191_10.jpg (GRAPHIC) — 43KB
• img249346191_11.jpg (GRAPHIC) — 48KB
• img249346191_12.jpg (GRAPHIC) — 68KB
• img249346191_13.jpg (GRAPHIC) — 66KB
• img249346191_14.jpg (GRAPHIC) — 46KB
• img249346191_15.jpg (GRAPHIC) — 283KB
• 0000950170-24-029473.txt (&nbsp;) — 17799KB
• sclx-20231231.xsd (EX-101.SCH) — 1983KB
• sclx-20231231_htm.xml (XML) — 2000KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 54 Item 1B. Unresolved Staff Comments 114 Item 1C. Cybersecurity 114 Item 2.

Properties

Properties 115 Item 3.

Legal Proceedings

Legal Proceedings 115 Item 4. Mine Safety Disclosures 115 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 116 Item 6. [Reserved] 117 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 118 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 131 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 131 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 131 Item 9A.

Controls and Procedures

Controls and Procedures 131 Item 9B. Other Information 133 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 133 PART III Item 10. Directors, Executive Officers and Corporate Governance 134 Item 11.

Executive Compensation

Executive Compensation 134 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 134 Item 13. Certain Relationships and Related Transactions, and Director Independence 134 Item 14. Principal Accounting Fees and Services 134 PART IV Item 15. Exhibits, Financial Statement Schedules 135 Item 16. Form 10-K Summary 140 i SCILEX HOLDING COMPANY As used in this Annual Report on Form 10-K, unless the context requires otherwise, references to the "Company", "Scilex", "we", "us", "our", and similar terms refer to Scilex Holding Company, a Delaware corporation formerly known as Vickers Vantage Corp. I ("Vickers"), and its consolidated subsidiaries. References to "Legacy Scilex" refer to the private Delaware corporation that is now our wholly owned subsidiary and named Scilex, Inc. (formerly known as "Scilex Holding Company"). On November 10, 2022, we consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of March 17, 2022 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated September 12, 2022, together, the "Merger Agreement"), by and among Vickers, Vantage Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Vickers, and Legacy Scilex. Pursuant to the terms of the Merger Agreement, the business combination (herein referred to as the "Business Combination" or "reverse recapitalization" for accounting purposes) between Vickers and Legacy Scilex was effected through the merger of Merger Sub with and into Legacy Scilex with Legacy Scilex surviving as Vickers's wholly owned subsidiary. In connection with the Business Combination, Vickers changed its name from Vickers Vantage Corp. I to Scilex Holding Company. Unless otherwise noted or the context requires otherwise, references to our "Common Stock" refer to our common stock, par value $0.0001 per share. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this An

Forward-looking statements in this Annual Report on Form 10-K may include, but are not limited to, statements about

Forward-looking statements in this Annual Report on Form 10-K may include, but are not limited to, statements about: our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market; our public securities' liquidity and trading; our ability to raise financing in the future; our future use of equity or debt financings to execute our business strategy; our ability to use cash on hand to meet current and future financial obligations, including funding our operations, debt service requirements and capital expenditures; the outcome of any legal proceedings that may be instituted against us; our ability to attract and retain qualified directors, officers, employees and key personnel; our ability to compete effectively in a highly competitive market; the competition from larger biotechnology companies that have greater resources, technology, relationships and/or expertise; the ability to protect and enhance our corporate reputation and brand; the impact from future regulatory, judicial and legislative changes in our industry; our ability to obtain and maintain regulatory approval of any of our product candidates; our ability to research, discover and develop additional product candidates; our ability to grow and manage growth profitably; our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; our ability to execute our business plans and strategy; 1 our ability to prevent, respond to, and recover from a cybersecurity incident; the effect of global economic and political developments, including the conflicts in Ukraine and Israel; the impact of COVID-19 and other similar disruptions in the future; and other factors detailed under the section of this Annual Report on Form 10-K titled " Risk Factors. " Should one or more of these risks or uncertainties materialize or should any of the assumptions made by our management prove incorrect, actual results may vary

Business

Item 1. Business. The Company We are an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. We target indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Our commercial products are: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the "FDA") for the relief of neuropathic pain associated with postherpetic neuralgia ("PHN"), which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) GLOPERBA, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. In addition, we have three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) ("SEMDEXA "), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica for which we have completed a Phase 3 study; (ii) SP-103 (lidocaine topical system) 5.4% ("SP-103"), a next-generation, triple-strength formulation of ZTlido, for the treatment of chronic neck pain and for which we have completed a Phase 2 trial in low back pain ("LBP") in the third quarter of 2023; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) ("SP-104"), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia, for which Phase 1 trials were completed in the second quarter of 2022 and a Phase 2 clinical trial is expected

View Full Filing

View this 10-K filing on SEC EDGAR