Scilex Holding Co SEC Filings

Scilex Holding Company files a prospectus supplement updating prior prospectuses and registering up to 6,685,714 shares of Common Stock and related instruments.

The supplement incorporates three Current Reports on Form 8-K dated January 29, 2026, February 2, 2026 and February 19, 2026, and attaches them to the prospectus. It discloses a $20.0 million convertible loan to Q Scan that converted into 140,379,226 Q Scan shares and a related stock purchase agreement to buy 193,021,436 Q Scan shares for approximately $27.5 million. It also describes a Warrant Agreement with Oramed that issued 100,000 warrants at an initial exercise price of $20.00 per share (floor price $8.22), exercisable through December 13, 2029, with a 4.99% beneficial ownership exercise cap (adjustable up to 9.99% with notice).

Scilex Holding Company files a prospectus supplement that updates multiple registration statements to register up to 6,685,714 shares of common stock and related instruments.

The supplement incorporates three prospectuses and attaches Current Reports on Form 8-K dated February 2, 2026 and February 19, 2026. It discloses a $20.0 million convertible note to Q Scan that converted into Q Scan common stock, a pending Stock Purchase of 193,021,436 Q Scan shares for approximately $27.5 million, revocation and elimination of a previously designated 5,000,000 share Series 1 preferred designation, and a Warrant Agreement with Oramed issuing a 100,000-warrant instrument exercisable at $20.00 (floor adjustment $8.22) expiring December 13, 2029.

Scilex Holding Company entered into a Warrant Agreement with Oramed Pharmaceuticals under which Oramed deferred an amortization payment on Scilex’s Tranche B senior secured convertible note that had been scheduled for October 1, 2025. In exchange, Scilex agreed to issue Oramed a new warrant to purchase 100,000 shares of common stock at an initial exercise price of $20.00 per share, called the February 2026 Warrant. The deferred amortization payment was ultimately made in November 2025, and the warrant is immediately exercisable and expires on December 13, 2029.

Scilex committed to file a registration statement to register the resale by Oramed of the shares issuable upon exercise, or to include them in another Form S-3. The warrant includes price-adjustment mechanisms, subject to a floor of $8.22 per share, a beneficial ownership cap initially at 4.99% (optionally adjustable up to 9.99% with notice), cashless exercise if no effective registration is available, and change-of-control protections allowing Oramed to require cash repurchase based on Black Scholes value.

Scilex Holding Company’s Schedule 13G/A Amendment No. 4 reports that Oramed Pharmaceuticals Inc. beneficially owns 437,510 shares of Scilex common stock, representing 4.9% of the outstanding class. These shares are issuable upon exercise of warrants and conversion of convertible notes that are exercisable within 60 days.

The ownership percentage is calculated using 8,491,267 Scilex common shares outstanding as of December 5, 2025, plus the 437,510 shares underlying Oramed’s instruments. Oramed states the securities were not acquired and are not held for the purpose of changing or influencing control of Scilex.

Scilex Holding Company announced that its board of directors has revoked a previously declared stock dividend of 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock. This preferred stock had been authorized but no shares were ever issued.

In connection with the revocation, Scilex filed a Certificate of Elimination in Delaware, which became effective upon filing. This action eliminated the Series 1 designation and returned the 5,000,000 preferred shares to the company’s pool of undesignated preferred stock, effectively ending the special series that had been created for the contemplated dividend.

Scilex Holding Company entered into a financing and equity transaction with Quantum Scan Holdings, Inc. (Q Scan). Scilex loaned Q Scan $20 million under a convertible promissory note dated January 29, 2026, which fully converted that same day into 140,379,226 shares of Q Scan common stock.

Separately, Scilex agreed in a common stock purchase agreement to buy an additional 193,021,436 Q Scan shares for an aggregate price of approximately $27.5 million, with closing to occur within five business days after Q Scan delivers written notice. Scilex’s Chief Financial Officer, Stephen Ma, has served as Q Scan’s interim CFO since January 16, 2026 and, as of this report, has not received compensation from Q Scan in that role.

Scilex Holding Co, a more than 10% owner of Datavault AI Inc., reported multiple open‑market sales of Datavault AI common stock. On January 12, 2026, it sold 10,674,816 shares at $0.878 per share. On January 13, 2026, it sold another 175,139 shares at $0.9117 per share, followed by a sale of 5,115,586 shares at $0.7201 per share on January 14, 2026.

After these transactions, Scilex Holding Co reported owning 213,766,229 shares of Datavault AI common stock in direct form. The filing characterizes Scilex as a significant shareholder rather than a director or officer of Datavault AI.

Scilex Holding Co, a 10% owner of Datavault AI Inc. (DVLT), reported significant open-market sales of the company’s common stock. On January 6, 2026, Scilex sold 6,053,708 shares at $1.3681 per share, followed by the sale of 4,835,581 shares at $1.2013 per share on January 7, 2026. On January 8, 2026, it sold another 3,824,201 shares at $1.0683 per share, leaving Scilex with 229,731,770 Datavault AI common shares held directly after the last reported transaction.

Scilex Holding Company is updating three existing resale and offering prospectuses with new information from a recent current report. The update centers on a non-recourse loan facility of up to $100 million entered into by its wholly owned subsidiary, SCLX Stock Acquisition JV LLC, with The St. James Bank & Trust Company Ltd. The loan is secured by pledged shares of Scilex common stock held by the subsidiary, with the number of pledged shares tied to 70% of the loan’s principal value.

The loan bears interest at the 12‑month SOFR rate and matures on the eighth anniversary of the first tranche, with a possible extension of up to 12 months for a fee of at least 1.25% of the pledged shares’ market value. Each tranche carries a structuring fee of 0.25% of its principal. If Scilex’s share price or trading volume declines beyond specified thresholds, or if the stock is delisted, the lender can declare a default, increase the interest rate by 5% per year and foreclose on the pledged shares.