| Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
As previously disclosed, on October 28, 2024, in connection with and in order to consummate the distribution of the previously contemplated dividend described below, Scilex Holding Company (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 5,000,000 shares of the Company’s authorized but unissued preferred stock, par value $0.0001 per share, as Series 1 Mandatory Exchangeable Preferred Stock, and issued a press release announcing that the board of directors of the Company (the “Board”) had declared a stock dividend (the “Dividend”) consisting of an aggregate of 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock to be paid to the Company’s stockholders and certain other of its securityholders as of the close of business on November 7, 2024, which date was subsequently changed to January 28, 2025, then to April 11, 2025, then to May 2, 2025, and then to a future date to be determined in the sole discretion of the Board (such future date, the “Record Date”). The Dividend was to be paid on a date to be determined by resolutions of the Board (the “Payment Date”), which was to have been within 60 days following the Record Date (and if such 60th date was not a business day, then the immediately preceding business day). In declaring the Dividend, the Board retained the right to, among other things, revoke the Dividend, and the payment of the Dividend was conditioned upon the Board not having revoked the Dividend prior to the Payment Date.
On February 2, 2026, the Board approved revocation of the declaration of the Dividend (the “Dividend Revocation”). No shares of Series 1 Mandatory Exchangeable Preferred Stock had ever been issued or outstanding as of such date as the Spin-off Dividend (as defined in the Certificate of Designation) did not occur by the Preferred Stock End Date (as defined in the Certificate of Designation).
On February 3, 2026, in connection with the Dividend Revocation, the Company filed a Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Elimination, which became effective immediately upon filing, eliminated the previously designated 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock and caused such shares to resume their status as undesignated shares of preferred stock of the Company. No shares of Series 1 Mandatory Exchangeable Preferred Stock were issued or outstanding upon the filing of the Certificate of Elimination.
The foregoing is a summary of the terms of the Certificate of Elimination. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit
Number |
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Description |
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| 3.1 |
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Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock of Scilex Holding Company, dated February 3, 2026. |
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| 104 |
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Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
