Scilex Holding Co Files 8-K with Bylaw, Financial Updates

TL;DR

Scilex 8-K dropped: Bylaws, financials, and stock/warrant info updated.

AI Summary

Scilex Holding Company filed an 8-K on October 27, 2024, reporting on amendments to its articles of incorporation or bylaws, a Regulation FD disclosure, and financial statements. The filing also includes exhibits related to common stock and warrants.

Why It Matters

This filing provides important updates on Scilex Holding Company's corporate structure and financial status, which could influence investor decisions.

Risk Assessment

Risk Level: low — This is a routine filing detailing corporate actions and financial statements, not indicating immediate operational or financial distress.

Key Players & Entities

• Scilex Holding Co (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• October 27, 2024 (date) — Date of earliest event reported

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
• $0.00001 — f the shares of common stock, par value $0.00001 per share (the "Semnur Common Stock"),
• $200,000,000 — may be exchanged or converted) equal to $200,000,000 divided by the closing price of such Se

Filing Documents

• sclx-20241027.htm (8-K) — 57KB
• sclx-ex3_1.htm (EX-3.1) — 44KB
• sclx-ex99_1.htm (EX-99.1) — 48KB
• img191798281_0.jpg (GRAPHIC) — 14KB
• img191798281_1.jpg (GRAPHIC) — 8KB
• img191798281_2.jpg (GRAPHIC) — 11KB
• img191798281_3.jpg (GRAPHIC) — 17KB
• 0000950170-24-117557.txt ( ) — 394KB
• sclx-20241027.xsd (EX-101.SCH) — 54KB
• sclx-20241027_htm.xml (XML) — 6KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 28, 2024, in connection with the dividend described below, the board of directors (the "Board") of Scilex Holding Company (the "Company") filed a Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware, designating 5,000,000 shares of the Company's authorized but unissued preferred stock, par value $0.0001 per share, as Series 1 Mandatory Exchangeable Preferred Stock. Pursuant to the Certificate of Designation, the holders of Series 1 Mandatory Exchangeable Preferred Stock may become entitled to a pro rata portion of the number of shares that represents the lesser of (a) 10% of the shares of common stock, par value $0.00001 per share (the "Semnur Common Stock"), of Semnur Pharmaceuticals, Inc. (a Delaware corporation and wholly owned subsidiary of the Company ("Semnur")) (or such other securities into which or for which such stock may be exchanged or converted), held by the Company as of immediately prior to the Effective Date (as defined below) (taking into account any adjustment for any stock dividend, stock split, reverse stock split or similar transaction) and (b) that number of shares of Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) equal to $200,000,000 divided by the closing price of such Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) on any national securities exchange on which such shares are listed on the date that is 10 trading days prior to the Determination Date (as defined below), which shares shall be paid from the shares of Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) held by the Company as of immediately prior to

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. As previously announced by the Company, the Board approved authorized management to explore ways in which to maximize the value of Semnur and SP-102 (SEMDEXA), the product candidate held by Semnur, for the Company and its stockholders, including by way of conducting a spin-off, merger, dividend, reclassification or other similar transaction. Also as previously announced by the Company, Semnur entered into that certain Agreement and Plan of Merger, dated as of August 30, 2024 (as may be amended from time to time in accordance with the terms thereof, the "Merger Agreement"), with Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the closing of the transactions contemplated thereby, "Denali"), and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali ("Merger Sub"). In furtherance of the effort to maximize the value of Semnur, on October 27, 2024, the Board declared a stock dividend (the "Dividend") consisting of an aggregate of 5,000,000 shares (the "Dividend Stock") of Series 1 Mandatory Exchangeable Preferred Stock, par value $0.0001 per share, of the Company to record holders of the following Company securities as of the close of business on November 7, 2024 (the "Record Date"): (i) the Company's common 2 stock, par value $0.0001 per share (such stock, the "Company Common Stock" and such record holders, the "Record Common Holders"), (ii) certain warrants to purchase Company Common Stock that have not been exercised prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective warrants, other than, for the avoidance of doubt any warrants to purchase Company Common Stock with an exercise price of $11.50 per share, and any other warrants that by their terms have not vested and are therefore not entitled to participate in the Dividend) (suc

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 3 Exhibit Number Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock of Scilex Holding Company. 99.1 Press Release, dated October 28, 2024. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 4

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: October 28, 2024 Title: Chief Executive Officer and President 5

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View this 8-K filing on SEC EDGAR