Scilex Holding Company Announces Exercise of Warrants for $20.3 Million Gross Proceeds

Rhea-AI Summary

Scilex Holding Company (Nasdaq: SCLX) announced a definitive agreement for the cash exercise of existing warrants to purchase an aggregate of 904,396 shares of common stock, generating approximately $20.3 million in gross proceeds before placement agent fees and offering expenses.

In exchange for immediate cash exercise, the company will issue a new unregistered warrant to purchase up to 1,356,594 shares at an exercise price of $29.00 per share, exercisable immediately with a five-year term. The offering is expected to close on or about November 25, 2025, and net proceeds are planned for working capital and general corporate purposes.

Positive

• Gross proceeds of approximately $20.3 million from warrant exercises
• Immediate cash inflow available for working capital and general corporate purposes
• New warrant exercisable immediately for 1,356,594 shares at $29.00 with a 5-year term

Negative

• Potential dilution from up to 1,356,594 shares issuable under the new warrant
• Gross proceeds reduced by placement agent fees and other offering expenses
• New warrant and underlying shares are unregistered until company files registration, limiting immediate liquidity

Insights

Corporate Finance Analyst

Scilex secures ~$20.3 million in cash via warrant exercises but issues a large new warrant that creates future dilution risk.

Scilex converts existing warrants into immediate cash, generating approximately $20.3 million gross and agreeing to a new unregistered warrant covering 1,356,594 shares exercisable at $29.00 for five years. The transaction supplies near-term working capital and preserves optionality for the counterparty via a long-dated instrument.

Key dependencies and risks include the timing and completion of the closing expected on or about November 25, 2025, the company’s filing of a registration statement for resale of the shares underlying the New Warrant, and the eventual exercise (or lack thereof) of the New Warrant which will determine dilution scope. Placement agent fees and offering expenses will reduce net proceeds.

Watch for the actual closing on November 25, 2025, the registration statement filing and clearance timeline, and any disclosures on net proceeds and dilution in the next SEC filings; these items will clarify the immediate cash benefit versus medium-term shareholder dilution over the next five years.

PALO ALTO, Calif., Nov. 24, 2025 (GLOBE NEWSWIRE) -- Scilex Holding Company (“Scilex” or the “Company”) (Nasdaq: SCLX), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, announced today that it has entered into a definitive agreement for the exercise of certain existing warrants to purchase an aggregate of (i) 428,572 shares of common stock (the “Common Stock”) having an exercise of $38.50 per share and issued in April 2024 (the “April 2024 Warrants”) and (ii) 475,824 shares of Common Stock having an exercise price of $22.72 per share and issued in December 2024 (together with the April 2024 Warrants, the “Existing Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants are expected to be approximately $20.3 million, before deducting placement agent fees and other offering expenses payable by the Company.

Rodman & Renshaw LLC and StockBlock Securities LLC are acting as the exclusive placement agents for the offering (the “Offering”).

In consideration for the immediate exercise of the Existing Warrants for cash, the Company will issue to the holder of the Existing Warrants a new unregistered warrant to purchase up to an aggregate of 1,356,594 shares of Common Stock at an exercise price of $29.00 per share (the “New Warrant”). The New Warrant will be exercisable immediately upon issuance and will have a term of five years from the date of issuance.

The offering is expected to close on or about November 25, 2025, subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from the Offering for working capital and general corporate purposes.

The New Warrant described above is being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of Common Stock issuable upon exercise of the New Warrant, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the New Warrant issued in the private placement and the shares of Common Stock underlying the New Warrant may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable upon the exercise of the New Warrant.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.   

For more information on Scilex Holding Company, refer to www.scilexholding.com

For more information on Semnur Pharmaceuticals, Inc., refer to www.semnurpharma.com

For more information on ZTlido^® including Full Prescribing Information, refer to www.ztlido.com.

For more information on ELYXYB^®, including Full Prescribing Information, refer to www.elyxyb.com.

For more information on Gloperba^®, including Full Prescribing Information, refer to www.gloperba.com.

https://www.facebook.com/scilex.pharm

https://www.linkedin.com/company/scilex-holding-company/

info@scilexholding.com

About Scilex Holding Company

Scilex is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido^® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB^®, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba^®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults.

In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA” or “SP-102”), which is owned by Semnur (a majority owned subsidiary of Scilex) and is a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain and for which Scilex has recently completed a Phase 2 trial in acute low back pain. SP-103 has been granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia.

Scilex is headquartered in Palo Alto, California.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or variations of such words or by expressions of similar meaning. These forward-looking statements include, but are not limited to, statements regarding future events, the completion of the Offering, the anticipated use of proceeds from the Offering, future opportunities for Scilex and its subsidiaries, the future business strategies, long-term objectives and commercialization plans of Scilex and its subsidiaries, the current and prospective product candidates, planned clinical trials and preclinical activities and potential product approvals, as well as the potential for market acceptance of any approved products and the related market opportunity of Scilex and its subsidiaries, statements regarding SP-102, if approved by the FDA, Scilex’s potential to attract new capital and avoid the effects of negative debt leverage and other statements that are not historical facts. These statements are based on management’s current expectations of and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Scilex. These statements are subject to a number of risks and uncertainties regarding Scilex’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, market and other conditions, general economic, political and business conditions; the ability of Scilex and its subsidiaries to develop and successfully market products; the ability of Scilex and its subsidiaries to grow and manage growth profitably and retain its key employees; the risk that the potential product candidates that Scilex develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway for Scilex’s product candidates; the risk that Scilex’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Scilex has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; risks that the prior results of the clinical trials may not be replicated; regulatory and intellectual property risks; the risk of failure to realize the anticipated benefits of the transactions contemplated with Datavault and other risks and uncertainties indicated from time to time and other risks set forth in Scilex’s filings with the SEC. There may be additional risks that Scilex presently does not know or that Scilex currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Scilex’s expectations, plans or forecasts of future events and views as of the date of the communication. Scilex anticipates that subsequent events and developments will cause such assessments to change. However, while Scilex may elect to update these forward-looking statements at some point in the future, Scilex specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Scilex’s assessments as of any date subsequent to the date of this communication. Accordingly, investors are cautioned not to place undue reliance on these forward-looking statements.

Contacts:

Investors and Media
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Office: (650) 516-4310

Email: investorrelations@scilexholding.com

Website: www.scilexholding.com

SEMDEXA™ (SP-102) is a trademark owned by Semnur Pharmaceuticals, Inc., a majority-owned subsidiary of Scilex Holding Company. A proprietary name review by the FDA is planned.

ZTlido^® is a registered trademark owned by Scilex Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex Holding Company.

Gloperba^® is the subject of an exclusive, transferable license to use the registered trademark by Scilex Holding Company.

ELYXYB^® is a registered trademark owned by Scilex Holding Company.

Scilex Bio™ is a trademark owned by Scilex Holding Company, Inc.

All other trademarks are the property of their respective owners.

© 2025 Scilex Holding Company All Rights Reserved.

FAQ

What amount will Scilex (SCLX) raise from the warrant exercises and when will the offering close?

Scilex expects approximately $20.3 million in gross proceeds and the offering is expected to close on or about November 25, 2025.

How many shares and at what prices are involved in Scilex's (SCLX) warrant transactions?

Existing warrants cover 428,572 shares at $38.50 and 475,824 shares at $22.72; a new warrant covers up to 1,356,594 shares at $29.00.

What are the terms of the new unregistered warrant issued by Scilex (SCLX)?

The new warrant is immediately exercisable, covers up to 1,356,594 shares at $29.00 per share and has a five-year term.

How does Scilex (SCLX) plan to use the net proceeds from the offering?

The company expects to use net proceeds for working capital and general corporate purposes.

Are the new warrants and underlying shares from Scilex (SCLX) registered for public sale?

No; the new warrant and shares are unregistered and were offered in a private placement under Section 4(a)(2) and Regulation D.

Who are the placement agents for Scilex's (SCLX) offering and will fees affect proceeds?

Rodman & Renshaw LLC and StockBlock Securities LLC are exclusive placement agents, and placement agent fees and offering expenses will reduce the net proceeds.