Scilex Holding Co. Files 8-K on Definitive Agreement

TL;DR

Scilex Holding Co. signed a deal on Sept 20th, check the 8-K.

AI Summary

On September 20, 2024, Scilex Holding Co. entered into a material definitive agreement related to warrants. The company, incorporated in Delaware, filed this 8-K on September 23, 2024, reporting on this event.

Why It Matters

This filing indicates a significant contractual development for Scilex Holding Co., potentially impacting its financial structure or future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Scilex Holding Co. (company) — Registrant
• September 20, 2024 (date) — Date of earliest event reported
• September 23, 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
• $101,875,000 — omissory Note in an aggregate amount of $101,875,000 (the "Note"), (ii) warrants (the "Orame
• $0.01 — mmon Stock"), with an exercise price of $0.01 per share and restrictions on exercisea
• $2,000,000 — ich the Company agreed to pay to Oramed $2,000,000 (the "Specified September Payment") on
• $1,700,000 — ayment shall be applied as follows: (i) $1,700,000 of such payment shall be applied to the
• $300,000 — 21, 2025 (the "Maturity Date") and (y) $300,000 of such payment to purchase the Purchas
• $0 — ember 19, 2024 until the Maturity Date, $0, and (ii) to extend the due date of the
• $20,000,000 — and (ii) to extend the due date of the $20,000,000 amortization payment from September 23,

Filing Documents

• sclx-20240920.htm (8-K) — 44KB
• sclx-ex10_1.htm (EX-10.1) — 67KB
• 0000950170-24-108658.txt ( ) — 272KB
• sclx-20240920.xsd (EX-101.SCH) — 52KB
• sclx-20240920_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed by Scilex Holding Company (the "Company"), on September 21, 2023, the Company entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement (the "Scilex-Oramed SPA") with Oramed Pharmaceuticals Inc. ("Oramed") and the Agent (as defined therein). Pursuant to the Scilex-Oramed SPA, among other things, on September 21, 2023, the Company issued to Oramed (i) a Senior Secured Promissory Note in an aggregate amount of $101,875,000 (the "Note"), (ii) warrants (the "Oramed Warrants") to purchase up to an aggregate of 13,000,000 (subject to adjustment as provided therein) shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), with an exercise price of $0.01 per share and restrictions on exerciseability, including that certain Warrant to Purchase Common Stock No. ORMP CS-5 (as amended, restated, supplemented and modified from time to time in accordance with its terms, the "CS-5 Warrant") and (iii) warrants (the "Purchased Warrants") to purchase an aggregate of 4,000,000 (subject to adjustment as provided therein) shares of Common Stock with an exercise price of $11.50 per share. On September 20, 2024, the Company and Oramed entered into a Letter Agreement (the "Letter Agreement"), pursuant to which the Company agreed to pay to Oramed $2,000,000 (the "Specified September Payment") on September 23, 2024, which payment shall be applied as follows: (i) $1,700,000 of such payment shall be applied to the amortization payment due under the Note on the March 21, 2025 (the "Maturity Date") and (y) $300,000 of such payment to purchase the Purchased Warrants . Oramed shall transfer the Purchased Warrants to the Company not later than two business days following the date on which Oramed has received the Specified September Payment. Pursuant to the Letter Agreement, the parties agreed that, notwithstanding the definition of the "Exercise

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Letter Agreement, dated as of September 20, 2024, by and between Oramed Pharmaceuticals Inc. and Scilex Holding Company. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 2

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 23, 2024 Title: Chief Executive Officer and President 3

View Full Filing

View this 8-K filing on SEC EDGAR