Scilex Holding Co Files 8-K on Agreements and Equity

TL;DR

Scilex Holding Co dropped an 8-K on Sept 30th covering material agreements and equity sales.

AI Summary

Scilex Holding Company filed an 8-K on September 30, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing also details the company's common stock and warrants to purchase common stock.

Why It Matters

This filing provides crucial updates on Scilex Holding Company's material agreements and equity transactions, impacting investors' understanding of the company's financial and operational status.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to terms, dilution, and regulatory compliance.

Key Players & Entities

• Scilex Holding Company (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39852 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — h registered) Common Stock, par value $0.0001 per share SCLX The Nasdaq Stock Mar
• $402.50 — mon stock, each at an exercise price of $402.50 SCLXW The Nasdaq Stock Market LLC
• $22.72 — Common Stock ") at an exercise price of $22.72 per share originally issued pursuant to
• $7.72 — Stock and defer, for a deferral fee of $7.72 per share being exercised (the " Deferr
• $20.00 — 025 Warrants ") at an exercise price of $20.00 per share (the " Exercise Price ") as d
• $2.7 million — t of the Deferral Fee, is approximately $2.7 million. The Company has agreed to use an agg
• $2.5 million — mpany has agreed to use an aggregate of $2.5 million of the gross proceeds from the warrant

Filing Documents

• sclx-20250930.htm (8-K) — 62KB
• sclx-ex10_1.htm (EX-10.1) — 230KB
• sclx-ex10_2.htm (EX-10.2) — 268KB
• 0001193125-25-226992.txt ( ) — 805KB
• sclx-20250930.xsd (EX-101.SCH) — 62KB
• sclx-20250930_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Warrant Exercise Agreement On September 30, 2025 Scilex Holding Company (the " Company ") entered into a Warrant Exercise Agreement (the " Warrant Exercise Agreement ") with certain holders (the " Existing Warrant Holders ") of the Company's existing warrants to purchase shares of the Company's common stock, par value $0.0001 per share (the " Common Stock ") at an exercise price of $22.72 per share originally issued pursuant to that certain Securities Purchase Agreement, dated December 11, 2024, by and among the Company and the investors named therein (the " Existing December 2024 Warrants "). Pursuant to the Warrant Exercise Agreements, the Existing Warrant Holders will exercise in full the Existing December 2024 Warrants for an aggregate of 179,236 shares of Common Stock and defer, for a deferral fee of $7.72 per share being exercised (the " Deferral Fee "), their right to receive an amortization payment scheduled to be paid by the Company on October 1, 2025 as set forth in the amortization schedule included in that certain Senior Secured Convertible Note (the " Tranche B Notes ") issued to each Existing Warrant Holder and Oramed Pharmaceuticals Inc. (" Oramed ") pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2024, by and among the Company and the investors party thereto (including the Existing Warrant Holders) in exchange for the Company's agreement to issue new warrants to purchase an aggregate of 275,000 shares of Common Stock (the " September 2025 Warrants ") at an exercise price of $20.00 per share (the " Exercise Price ") as described below. The aggregate gross proceeds from the exercise of the Existing December 2024 Warrants, net of the Deferral Fee, is approximately $2.7 million. The Company has agreed to use an aggregate of $2.5 million of the gross proceeds from the warrant exercises in connection with the repayment of such aggregate amounts outstanding under the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Warrant Exercise Agreement, dated as of September 30, 2025, by and among the Company, BYP Limited and Nomis Bay Ltd. 10.2 Form of September 2025 Warrant 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). * Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. 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/ Stephen Ma Name: Stephen Ma Date: October 1, 2025 Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR