Scilex Holding Co 8-K Filing

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
• $100 million — an aggregate principal amount of up to $100 million in one or more tranches (the "Loan"). T

Filing Documents

• sclx-20251216.htm (8-K) — 53KB
• sclx-ex10_1.htm (EX-10.1) — 370KB
• 0001193125-25-321928.txt ( ) — 624KB
• sclx-20251216.xsd (EX-101.SCH) — 62KB
• sclx-20251216_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 16, 2025, SCLX Stock Acquisition JV LLC ("SCLX JV"), a wholly-owned subsidiary of Scilex Holding Company (the "Company"), entered into a Non-Recourse Loan and Securities Pledge Agreement (the "Loan Agreement") with The St. James Bank & Trust Company Ltd., a corporation existing under the laws of the Bahamas (the "Lender"), pursuant to which the Lender agreed to loan SCLX JV an aggregate principal amount of up to $100 million in one or more tranches (the "Loan"). The timing and amount of any particular tranche of the Loan shall be determined at the sole discretion of the Lender and the Lender shall notify SCLX JV in advance of its intention to fund a particular tranche. The Loan will accrue interest at the rate of the 12-month Secured Overnight Financing Rate, with such interest due and payable on the earlier of Maturity Date and the date of an event of default. The "Maturity Date" of the Loan is the eighth anniversary of the closing date of the first tranche of the Loan and may be extended by up to 12 months at the request of SCLX JV. SCLX JV is also required to pay a fee of 0.25% of the principal amount of each tranche. Pursuant to the terms of the Loan Agreement, SCLX JV agreed to pledge such number of shares of common stock of the Company currently held by SCLX JV equal to 70% of the aggregate principal amount of the Loan, calculated in accordance with the terms set forth in the Loan Agreement (the "Pledged Securities") in favor of the Lender as security for SCLX JV's satisfaction of its obligations thereunder. The Pledged Securities will be held in a securities account that SCLX JV or its affiliates will open with the Lender. The Loan Agreement contains certain events of default, including, without limitation: a decrease in the closing price of the Pledged Securities of more than 20%, provided that such decrease is not cured within three days by delivering additional securities into the se

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Non-Recourse Loan and Securities Pledge Agreement, dated December 16, 2025, by and between SCLX Stock Acquisition JV LLC and The St. James Bank & Trust Company Ltd. 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/ Henry Ji Name: Henry Ji Date: December 17, 2025 Title: Chief Executive Officer & President 3

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