Scilex Holding Co SEC Filings

Scilex Holding Company filed a prospectus supplement that updates three existing resale and primary offering prospectuses by adding information from a new current report. The attached report describes a non-recourse loan facility of up to $100 million that subsidiary SCLX Stock Acquisition JV LLC entered into with The St. James Bank & Trust Company Ltd.

Under the agreement, the lender may fund the loan in multiple tranches at its sole discretion. Each tranche bears interest at the 12‑month Secured Overnight Financing Rate, plus a 0.25% up-front fee on its principal. The loan matures eight years after the first tranche closing and may be extended by up to 12 months at the borrower’s request and lender’s discretion.

To secure the loan, SCLX JV pledges shares of Scilex common stock equal to 70% of the aggregate principal amount, held in a securities account with the lender. The agreement includes share-price, trading-volume and listing‑status triggers that can constitute events of default and allow the lender to foreclose on the pledged shares. The supplement also notes Scilex’s 1‑for‑35 reverse stock split and current Nasdaq listings for its common stock and warrants.

Scilex Holding Company has filed a prospectus supplement that updates several existing resale and primary offering prospectuses by adding the details of a new financing arrangement. A wholly owned subsidiary, SCLX Stock Acquisition JV LLC, has entered into a non-recourse loan and securities pledge agreement with The St. James Bank & Trust Company Ltd., under which the lender may provide up to $100 million in loan advances in multiple tranches at the lender’s discretion. The loan bears interest at the 12‑month Secured Overnight Financing Rate and currently has an eight‑year maturity, with a potential extension of up to 12 months.

As security, the subsidiary will pledge shares of Scilex common stock it holds, in an amount equal to 70% of the aggregate principal amount of the loan, calculated under the agreement. The arrangement includes margin‑style default triggers tied to Scilex’s share price, trading volume, and listing status; an uncured default allows the lender to foreclose on the pledged shares and increases the loan’s interest rate by 5 percentage points. The loan is contractually non‑recourse, limiting the lender’s claim to the pledged securities rather than other subsidiary assets.

Scilex Holding Company, through its wholly owned subsidiary SCLX Stock Acquisition JV LLC, entered into a non-recourse loan agreement for up to $100 million, secured by its common stock. The lender, The St. James Bank & Trust Company Ltd., may fund the loan in multiple tranches at its sole discretion. The loan bears interest at the 12‑month Secured Overnight Financing Rate, and SCLX JV must also pay a 0.25% fee on the principal amount of each tranche.

The loan matures on the eighth anniversary of the closing date of the first tranche and may be extended by up to 12 months at SCLX JV’s request. As collateral, SCLX JV pledges shares of Scilex common stock equal to 70% of the aggregate principal amount of the loan, held in a securities account with the lender. Default triggers include a drop of more than 20% in the closing price of the pledged shares that is not cured within three days with additional collateral or cash, a more than 20% decline in three-day average trading volume versus the prior 30‑day average, or delisting of the shares. Upon an uncured default, the interest rate increases by 5.0% per year and the lender may foreclose on or dispose of the pledged shares.

Scilex Holding Company has filed a preliminary S-1 shelf registration to register up to 500,000 shares of common stock issuable upon exercise of Exchange Warrants and up to 1,703,946 shares of common stock for resale by selling stockholders.

The warrant-related shares come from prior financing, exchange and inducement agreements involving October 2024 Noteholder Warrants, December 2024 RDO Common Warrants and 2025 warrant issuances, and Scilex will receive cash only if the Exchange Warrants, September 2025 Warrants or November 2025 Warrants are exercised.

Scilex, listed on the Nasdaq Capital Market under the symbol SCLX, focuses on non-opioid pain management with three commercial products, ZTlido, ELYXYB and GLOPERBA, plus three late-stage product candidates for sciatica, acute low back pain and fibromyalgia. The company effected a 1-for-35 reverse stock split in April 2025 and highlights substantial risks related to its business and this offering in the Risk Factors section.

Scilex Holding Company amended its non-recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd., increasing the total principal available from $50 million to $100 million.

To support the larger facility, the company increased the pledged collateral in Datavault AI Inc. from approximately 39.2 million to 85.8 million shares of Datavault common stock. All other terms of the original loan agreement remain in effect, so this change primarily expands the amount Scilex can borrow against its Datavault stake.

Scilex Holding Company filed a prospectus supplement that updates three existing S-1 registration statements, which together cover multiple securities offerings, including up to 1,594,207 shares of common stock, up to 198,810 shares of common stock issuable upon exercise of warrants, up to 1,402,955 warrants, and several additional blocks of common stock offered for sale, including by a selling securityholder. The supplement incorporates a new Form 8-K into these prospectuses.

The attached Form 8-K reports that, on December 11, 2025, stockholders approved a one-time repricing of certain stock options under the 2022 Equity Incentive Plan. Options covering up to 289,405 shares of common stock, previously priced at $282.80 per share, were repriced to $16.80 per share, the closing trading price on the repricing date, for eligible employees, executive officers, and directors. All other terms of these options remain unchanged. Stockholders also approved, but did not need to use, an adjournment authority for the special meeting.

Scilex Holding Company has existing registration statements covering up to 1,594,207 shares of common stock, up to 198,810 shares of common stock issuable upon the exercise of warrants, up to 1,402,955 warrants, up to 3,593,288 additional shares of common stock, up to 3,250,000 shares of common stock offered by a selling securityholder, and up to 6,685,714 shares of common stock, and this prospectus supplement updates those offerings by incorporating a new current report.

The attached report describes a one-time repricing of stock options covering up to 289,405 shares under the 2022 Equity Incentive Plan, reducing the exercise price from $282.80 to $16.80 per share as of December 11, 2025, while keeping all other terms the same. The change applies to certain employees, executive officers, and directors, and was approved by stockholders at a special meeting where about 53% of combined common and Series A preferred voting power was represented and the repricing proposal received 3,341,659 votes in favor versus 1,130,308 against.

Scilex Holding Company filed a prospectus supplement updating three existing prospectuses that together cover multiple offerings, including up to 1,594,207 shares of common stock, additional common shares issuable upon warrant exercise, and related warrants. The supplement incorporates information from a new Current Report on Form 8-K.

The 8-K discloses that Scilex entered a Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd., under which the lender may provide up to $50 million in one or more tranches. The loan bears interest at the 12‑month Secured Overnight Financing Rate plus 2.0% per annum, includes a 0.25% fee on each tranche, and matures four years after the first tranche, with a possible extension of up to 12 months for an additional fee. Scilex pledges 39,202,800 Datavault AI Inc. shares as collateral; if specified price, volume, trading halt, delisting, or insolvency events occur and are not cured, the lender can foreclose on the pledged shares and the interest rate increases by 5.0% per annum.

Scilex Holding Company entered into a Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd. Under this agreement, the lender may provide the company with up to $50 million in loan proceeds in one or more tranches, at the lender’s sole discretion. The loan carries interest at the 12‑month Secured Overnight Financing Rate plus 2.0% per year, a fee of 0.25% of each tranche, and a maturity on the fourth anniversary of the first tranche, with an option to extend by up to 12 months.

To secure its obligations, Scilex agreed to pledge approximately 39.2 million shares of Datavault AI Inc. common stock into a securities account with the lender. The agreement includes default triggers tied to a more than 20% drop in the closing price or trading volume of the pledged shares, or a delisting of those shares. If uncured, the lender may increase the interest rate by an additional 5.0% per year and foreclose on or dispose of the pledged securities.