Scilex Holding Co. Files 8-K on Equity Sales and Disclosures

Ticker: SCLXW · Form: 8-K · Filed: Sep 3, 2024 · CIK: 1820190

Scilex Holding Co 8-K Filing Summary
FieldDetail
CompanyScilex Holding Co (SCLXW)
Form Type8-K
Filed DateSep 3, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001, $11.50, $2,500,000,000, $2,000,000, $37,228,589, b
Sentimentneutral

Sentiment: neutral

Topics: equity-sale, material-agreement, disclosure

TL;DR

Scilex Holding Co. filed an 8-K on Aug 30 for equity sales & disclosures.

AI Summary

On August 30, 2024, Scilex Holding Company entered into a Material Definitive Agreement related to unregistered sales of equity securities. The company also issued a Regulation FD Disclosure and filed financial statements and exhibits. The filing details events that occurred on August 30, 2024, with the report date as September 3, 2024.

Why It Matters

This 8-K filing indicates Scilex Holding Co. is engaging in equity transactions, which could impact its capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes indicate financial distress or a need for capital, warranting closer scrutiny.

Key Players & Entities

  • Scilex Holding Company (company) — Registrant
  • August 30, 2024 (date) — Date of earliest event reported
  • September 3, 2024 (date) — Date of report

FAQ

What specific type of Material Definitive Agreement was entered into by Scilex Holding Company on August 30, 2024?

The filing indicates a Material Definitive Agreement related to unregistered sales of equity securities.

What is the exact date of the earliest event reported in this 8-K filing?

The earliest event reported is August 30, 2024.

What is the SEC file number for Scilex Holding Company?

The SEC file number for Scilex Holding Company is 001-39852.

What is the state of incorporation for Scilex Holding Company?

Scilex Holding Company is incorporated in Delaware.

What are the main items disclosed in this 8-K filing?

The main items disclosed are Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, and Financial Statements and Exhibits.

Filing Stats: 4,737 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2024-09-03 09:06:36

Key Financial Figures

  • $0.0001 — ich 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
  • $2,500,000,000 — ger Agreement, Semnur's equity value is $2,500,000,000. The Business Combination is expected
  • $2,000,000 — Purchased Interests is as follows: (i) $2,000,000 (the " Cash Consideration ") and (ii) 3
  • $37,228,589, b — dness as of such date was approximately $37,228,589, but will not exceed $60,000,000 as of imm
  • $60,000,000 — mately $37,228,589, but will not exceed $60,000,000 as of immediately prior to the Closing.
  • $11.00 — Outstanding Indebtedness divided by (b) $11.00 (rounded up to the nearest whole share)
  • $0.01 — Warrants "), with an exercise price of $0.01 per share and restrictions on exercisea

Filing Documents

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2024 ( August 30, 2024 ) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 960 San Antonio Road , Palo Alto , California , 94303 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (650) 516-4310 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share SCLX The Nasdaq Stock Market LLC Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share SCLXW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. Merger Agreement On August 30, 2024, Semnur Pharmaceuticals, Inc. (" Semnur "), a Delaware corporation and wholly owned subsidiary of Scilex Holding Company (" Scilex "), entered into an agreement and plan of merger (the " Merger Agreement ") with Denali Capital Acquisition Corp., a Cayman Islands exempted company (" Denali "), and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (" Merger Sub "). The Merger Agreement provides that, among other things, (i) on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Semnur, with Semnur surviving as a wholly owned subsidiary of Denali (the " Merger "), and (ii) prior to the closing of the Merger, Denali will migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended (the " DGCL "), and de-register in the Cayman Islands in accordance with Section 206 of the Cayman Companies Act (the " Domestication "). Upon the closing of the Merger (the " Closing "), it is anticipated that Denali will change its name to "Semnur Pharmaceuticals, Inc." (" New Semnur "). Shares of Denali common stock following the Domestication are hereinafter referred to as "New Semnur Common Shares". Shares of Denali Series A preferred stock following the Domestication are hereinafter referred to as "New Semnur Preferred Shares". Warrants to purchase New Semnur Common Shares following the Domestication are hereinafter referred to as "New Semnur Warrants". The date on which the Closing actually occurs is hereinafter referred to as the " Closing Date ". The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the " Business Combination ". The Merger Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of Scilex, Semnur and Denali. Consideration and Structure In accordance with the terms and subject to the conditions of the Merger Agreement, following the Domestication and at the effective time of the Merger (the " Effective Time "): (i) each share of common stock of Semnur issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive, without interest, a number of New Semnur Shares equal to the Exchange Ratio (as defined in the Merger Agreement); (ii) each share of Series A preferred stock of Semnur issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive, without interest, (a) one New Semnur Preferred Share and (b) one-tenth of one New Semnur Common Share, and (iii) subject to Denali's receip

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