Scilex Holding Co Files 8-K: Material Definitive Agreement

TL;DR

Scilex Holding Co just signed a big deal, filing an 8-K on Dec 11th. Details TBD.

AI Summary

Scilex Holding Company entered into a material definitive agreement on December 11, 2024, related to its financial statements and exhibits. The company, incorporated in Delaware, filed this 8-K report on December 13, 2024. Further details on the agreement and its implications are not fully disclosed in the provided text.

Why It Matters

This filing indicates a significant new agreement for Scilex Holding Co, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's nature and financial implications introduces uncertainty.

Key Players & Entities

• Scilex Holding Company (company) — Registrant
• December 11, 2024 (date) — Date of earliest event reported
• December 13, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

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
• $0.590 — ock and accompanying Common Warrants is $0.590 and (b) per Pre-Funded Warrant and acco
• $0.5899 — ant and accompanying Common Warrants is $0.5899. The aggregate gross proceeds to the Co
• $17.0 m — pany from the Offering is approximately $17.0 million, before deducting offering fees a
• $0.649 — mmon Warrants have an exercise price of $0.649 per share of Common Stock and, subject
• $0.7375 — lock Warrants have an exercise price of $0.7375 per share (which represents 125% of the
• $0.59 — in cash at an amended exercise price of $0.59 per share. The gross proceeds to the Co
• $1.041 million — any from such exercise is approximately $1.041 million (the " Payment Amount "). Pursuant to t
• $1.70 — ent shall remain as in effect, which is $1.70 per share. The foregoing summary of t

Filing Documents

• d836578d8k.htm (8-K) — 45KB
• d836578dex41.htm (EX-4.1) — 80KB
• d836578dex42.htm (EX-4.2) — 83KB
• d836578dex43.htm (EX-4.3) — 83KB
• d836578dex44.htm (EX-4.4) — 7KB
• d836578dex51.htm (EX-5.1) — 10KB
• d836578dex101.htm (EX-10.1) — 168KB
• d836578dex991.htm (EX-99.1) — 16KB
• d836578dex992.htm (EX-99.2) — 16KB
• g836578g1213080641067.jpg (GRAPHIC) — 2KB
• g836578g1213081114299.jpg (GRAPHIC) — 4KB
• g836578g1213091202644.jpg (GRAPHIC) — 4KB
• g836578g1213092150576.jpg (GRAPHIC) — 3KB
• 0001193125-24-278311.txt ( ) — 824KB
• sclxw-20241211.xsd (EX-101.SCH) — 4KB
• sclxw-20241211_def.xml (EX-101.DEF) — 13KB
• sclxw-20241211_lab.xml (EX-101.LAB) — 22KB
• sclxw-20241211_pre.xml (EX-101.PRE) — 14KB
• d836578d8k_htm.xml (XML) — 6KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include market conditions, and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law. Item8.01. Other Events. On December 12, 2024, the Company issued a press release announcing the pricing of the Offering. On December 13, 2024, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Form of Pre-Funded Warrant. 4.2 Form of Common Warrant. 4.3 Form of StockBlock Warrant. 4.4 Amendment No. 1 to Common Stock Purchase Warrant., dated December 11, 2024, between Scilex Holding Company and the investor named therein.* 5.1 Opinion of Paul Hastings LLP. 10.1 Form of Securities Purchase Agreement, dated December 11, 2024, by and between the Company and the purchasers party thereto.* 23.1 Consent of Paul Hastings LLP (included in Exhibit 5.1). 99.1 Press Release, dated December 11, 2024. 99.2 Press Release, dated December 13, 2024. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). * Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.

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 Date: December 13, 2024 By: /s/ Jaisim Shah Name: Jaisim Shah Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR