Scilex Holding Co SEC Filings

Scilex Holding Company filed Prospectus Supplement No. 11 under Rule 424(b)(3), updating three prior S-1 prospectuses by incorporating its Form 10-Q for the quarter ended September 30, 2025. The supplement lists Nasdaq symbols SCLX and SCLXW; on November 13, 2025, common stock last traded at $17.87 and public warrants at $0.22. A 1‑for‑35 reverse stock split was effected on April 15, 2025.

In the attached 10‑Q, quarterly net revenue was $10.56 million versus $14.44 million a year ago. Selling, general and administrative expenses were $188.82 million, driving a loss from operations of $186.51 million and a net loss of $257.82 million for the quarter. As of September 30, 2025, cash and cash equivalents were $878 thousand, total liabilities were $455.60 million, and the company reported digital assets of $196.63 million. Management disclosed conditions that “raise substantial doubt” about the company’s ability to continue as a going concern. Shares outstanding were 7,585,446 as of November 10, 2025.

Scilex Holding Company (SCLX) filed its Q3 2025 report, highlighting steep losses and liquidity strain. Net revenue was $10.6 million, down from $14.4 million a year ago, while selling, general and administrative expenses surged to $188.8 million. Loss from operations reached $186.5 million, and net loss was $257.8 million for the quarter.

The balance sheet shows cash and cash equivalents of $0.9 million against total liabilities of $455.6 million and a stockholders’ deficit of $176.9 million. Accrued rebates and fees were $213.4 million, and derivative liabilities rose to $82.0 million. The company adopted a cryptocurrency treasury strategy; digital assets were recorded at $196.6 million, including Bitcoin acquired via equity consideration. Management stated conditions that raise substantial doubt about the company’s ability to continue as a going concern.

Operationally, Scilex initiated a second Phase 3 study for SP-102 in September 2025 and noted Health Canada’s approval of ELYXYB earlier in the year. A 1‑for‑35 reverse stock split was effected in April 2025, with a $43.8 million deemed dividend tied to certain warrants.

Scilex Holding Company called a virtual Special Meeting to seek stockholder approval to reprice certain underwater stock options granted under its 2022 Equity Incentive Plan and to allow adjournment if needed to solicit more proxies.

The Option Repricing would reset the exercise price of eligible options to the fair market value on the Repricing Date. As of October 17, 2025, options to purchase 289,405 shares with a $282.80 exercise price are eligible, about 19% of the 1,511,113 total options outstanding. The company notes its shares closed at $12.78 on that date. Terms such as number of shares per option, vesting, and expiration remain unchanged.

The meeting will be held via webcast on December 11, 2025 at 9:00 a.m. PT. The record date is November 3, 2025, with 7,585,446 common shares and 29,057,097 Series A preferred outstanding (the preferred entitled to an aggregate of 848,106 votes). Approval of the Option Repricing requires a majority of votes cast; the Adjournment Proposal requires a majority of voting power present.

Scilex Holding Company entered a worldwide, exclusive license with Datavault AI covering patents and know‑how for biotech data platforms, including tokenization and exchange of genomic, diagnostic, and therapeutic data. A prospectus supplement updates prior S‑1 prospectuses and attaches the related Form 8‑K.

Financial terms include a non‑refundable $10,000,000 license fee payable in four $2,500,000 installments beginning on December 31, 2025, potential sales milestone payments of up to $2,550,000,000, and a 5% royalty on net sales. The agreement can be terminated if Scilex does not achieve and maintain $1,000,000 in annual royalty payments after 24 months, for uncured payment defaults, material breach, or insolvency. The license runs through the life of the underlying patents, after which it becomes perpetual, irrevocable, non‑exclusive, and royalty‑free.

Scilex’s common stock trades on Nasdaq as SCLX; public warrants trade as SCLXW.

Scilex Holding Company filed a prospectus supplement to update three existing S-1 prospectuses by incorporating its latest Form 8-K. The 8-K discloses a worldwide, exclusive license agreement with Datavault AI Inc. covering patents and know‑how for tokenization and monetization of biotech data and related assets across biotechnology, biopharmaceutical, genetic, diagnostic and data-related industries.

Under the agreement, Scilex will pay a non‑refundable license fee of $10,000,000 in four equal installments of $2,500,000 each on or before December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 2026, plus sales milestone payments of up to an aggregate $2,550,000,000 and a 5% royalty on net sales. The license converts to perpetual, irrevocable, non‑exclusive and royalty‑free upon expiry of the underlying patents and may be terminated earlier for specified events, including failure to achieve and maintain $1,000,000 in annual royalty payments after 24 months.

Scilex Holding Company filed a prospectus supplement to update three previously effective S‑1 prospectuses and attached a Form 8‑K detailing a new, worldwide exclusive license with Datavault AI Inc. The license covers Datavault’s patents and know‑how for tokenizing and monetizing biotech and pharmaceutical data and products, with rights to research, develop, market, and sublicense across biotech, diagnostic, and data‑related industries.

Scilex agreed to a non‑refundable license fee of $10,000,000, payable in four equal $2,500,000 installments on December 31, 2025; March 31, 2026; June 30, 2026; and September 30, 2026, sales milestones of up to $2,550,000,000, and a 5% royalty on net sales. The license runs through the life of the underlying patents, after which it becomes perpetual, non‑exclusive, and royalty‑free. It may terminate earlier, including if minimum annual royalty payments of $1,000,000 are not achieved after 24 months or for uncured payment defaults.

Scilex’s common stock trades on Nasdaq as SCLX and public warrants as SCLXW.

Scilex Holding Company entered a material License Agreement with Datavault AI Inc. on November 3, 2025. Datavault granted Scilex a worldwide, exclusive, non-transferable license, with sublicense rights, to use specified patents and know‑how to research, develop, and commercialize Proprietary Materials across a defined Target Market spanning biotechnology, biopharmaceutical, genetic, diagnostic, and data‑related industries.

Scilex will pay a non‑refundable license fee of $10,000,000, in four equal installments of $2,500,000 each due on or before the last day of each fiscal quarter beginning December 31, 2025. Additional consideration includes payments subject to achievement of certain net sales for the Licensed Product of up to an aggregate of $2,550,000,000, plus a 5% royalty on net sales during the royalty term.

The agreement may terminate earlier upon insolvency, uncured material breach, failure to make required payments within 15 days, or if Scilex does not achieve and maintain annual royalty payments of at least $1,000,000 after 24 months. Upon patent expiry, the license becomes perpetual, irrevocable, non‑exclusive, and royalty‑free.

Scilex Holding Company filed a prospectus supplement to update prior S-1 prospectuses by attaching a new Form 8-K. The 8-K discloses termination of its July 22, 2025 equity line of credit with Tumim Stone Capital.

Under a Termination Agreement dated October 30, 2025, Scilex will pay $2.7 million in cash to Tumim in lieu of issuing 150,000 commitment shares. Payments are scheduled as $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and $1.7 million on or before December 15, 2025. The original agreements terminate once the cash is paid in full.

If Scilex does not pay the full amount by December 15, 2025, it must issue the 150,000 commitment shares within two business days and amend the related registration statement. The company states the termination reflects that it no longer needs to raise additional capital under the equity line at this time.

Scilex Holding Company terminated its July 22, 2025 equity line of credit with Tumim Stone Capital. Instead of issuing 150,000 commitment shares, Scilex agreed to pay $2.7 million in cash: $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and $1.7 million on or before December 15, 2025. The termination becomes effective after full payment.

If Scilex does not pay the full amount by December 15, 2025, it must issue the 150,000 commitment shares within two business days and file an amendment to the registration statement. The company stated it no longer needs to raise additional capital under the original agreements at this time.

This prospectus supplement updates prior prospectuses by attaching the related Form 8‑K.