Scilex Holding Co. Files 8-K: Material Agreements & Exhibits

TL;DR

Scilex 8-K: Signed & Canceled Deals. Check exhibits for deets.

AI Summary

On September 17, 2024, Scilex Holding Company entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions, including the entry into and termination of material agreements, which could impact the company's operations and financial standing.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material definitive agreements suggests potential volatility or significant strategic shifts within the company.

Key Numbers

• 001-39852 — SEC File Number (Identifies the company's filing with the SEC)

Key Players & Entities

• Scilex Holding Co (company) — Registrant
• September 17, 2024 (date) — Date of earliest event reported
• September 18, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation

FAQ

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
• $100 m — an in the aggregate principal amount of $100 million, subject to the terms and conditi
• $10 million — ds in the aggregate principal amount of $10 million. On September 17, 2024, the Company e
• $20,000,000 — for liquidated damages in the amount of $20,000,000. The foregoing description of the Sat

Filing Documents

• sclx-20240917.htm (8-K) — 47KB
• sclx-ex10_1.htm (EX-10.1) — 33KB
• sclx-ex99_1.htm (EX-99.1) — 27KB
• img191798281_0.jpg (GRAPHIC) — 14KB
• img191798281_1.jpg (GRAPHIC) — 8KB
• img191798281_2.jpg (GRAPHIC) — 11KB
• img191798281_3.jpg (GRAPHIC) — 17KB
• 0000950170-24-107615.txt ( ) — 341KB
• sclx-20240917.xsd (EX-101.SCH) — 52KB
• sclx-20240917_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously announced by Scilex Holding Company ("the Company"), on June 11, 2024, the Company entered into that certain Commitment Side Letter (the "Commitment Letter") with FSF 33433 LLC ("Lender"), pursuant to which Lender committed to provide the Company a loan in the aggregate principal amount of $100 million, subject to the terms and conditions contained in the Commitment Letter and to the terms to be agreed in the definitive documents to be entered into by the Company and Lender. Pursuant to the Commitment Letter, Lender provided to the Company a non-refundable deposit (the "Deposit") in immediately available funds in the aggregate principal amount of $10 million. On September 17, 2024, the Company entered into a Satisfaction Agreement (the "Satisfaction Agreement") with Lender and Endeavor Distribution LLC, a Delaware limited liability company and affiliate of Lender ("Endeavor"), pursuant to which the remaining obligations in respect of the Deposit shall be fully satisfied by the Company's delivery of 28,000 cartons of ZTlido to Endeavor (the "Additional Product"), which delivery shall occur no later than December 31, 2024. Upon satisfaction of such remaining obligations, the Commitment Letter shall be terminated and of no further force or effect and neither Lender nor the Company shall have any further liability or obligations thereunder. In consideration of Endeavor assuming the payment obligation of the Company in respect of the Deposit, Endeavor will not be responsible for making any payment to the Company for (i) the product already delivered as of the date of such agreement and (ii) the Additional Product. Pursuant to the terms of the Satisfaction Agreement, if the Company fails to fully deliver the Additional Product by December 31, 2024, the Company shall be liable to Endeavor for liquidated damages in the amount of $20,000,000. The foregoing description of the Satisfaction Agreement doe

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information provided in Item 1.01 regarding the termination of the Commitment Letter is hereby incorporated by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 18, 2024, Scilex issued a press release announcing the signing of the Satisfaction Agreement with Lender and Endeavor. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 furnished as part of Item 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Satisfaction Agreement, dated as of September 17, 2024, by and among Endeavor Distribution LLC, FSF 33433 LLC and Scilex Holding Company. 99.1 Press Release, dated September 18, 2024. 2 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCILEX HOLDING COMPANY By: /s/ Jaisim Shah Name: Jaisim Shah Date: September 18, 2024 Title: Chief Executive Officer and President 4

View Full Filing

View this 8-K filing on SEC EDGAR