Scilex (NASDAQ: SCLX) ends Series 1 preferred dividend and eliminates series

Rhea-AI Filing Summary

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.

8-K Event Classification

4 items: 1.01, 3.03, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Scilex Holding Co false 0001820190 --12-31 0001820190 2026-02-02 2026-02-02 0001820190 us-gaap:CommonStockMember 2026-02-02 2026-02-02 0001820190 us-gaap:WarrantMember 2026-02-02 2026-02-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2026

SCILEX HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-39852		92-1062542
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

960 San Antonio Road, Palo Alto, California, 94303

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 516-4310

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		SCLX		The Nasdaq Stock Market LLC
Warrants to purchase common stock at an exercise price of $402.50 per share		SCLXW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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.

Exhibit Number		Description
3.1		Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock of Scilex Holding Company, dated February 3, 2026.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SCILEX HOLDING COMPANY
By:		/s/ Henry Ji, Ph.D.
Name:		Henry Ji, Ph.D.
Title:		Chief Executive Officer & President

Date: February 3, 2026

FAQ

What did Scilex Holding Company (SCLX) announce in this 8-K?

Scilex Holding Company announced that its board revoked a previously declared stock dividend of 5,000,000 Series 1 Mandatory Exchangeable Preferred shares. It also filed a Certificate of Elimination, removing that preferred series and returning those shares to undesignated preferred stock.

How many Series 1 Mandatory Exchangeable Preferred shares were affected for SCLX?

The action covered 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock. These shares had been designated from authorized preferred stock for a contemplated dividend, but none were ever issued before the company eliminated the series and revoked the dividend.

Were any Series 1 Mandatory Exchangeable Preferred shares actually issued by Scilex?

No, Scilex states that no shares of Series 1 Mandatory Exchangeable Preferred Stock were ever issued or outstanding. The Spin-off Dividend tied to this series did not occur by the specified Preferred Stock End Date, and the series was later eliminated.

What is the Certificate of Elimination filed by Scilex Holding Company?

The Certificate of Elimination is a Delaware filing that removed the Series 1 Mandatory Exchangeable Preferred Stock designation. It became effective immediately, eliminated the 5,000,000 designated shares, and caused them to resume status as undesignated preferred stock of Scilex Holding Company.

Why was the Scilex stock dividend on Series 1 preferred shares revoked?

The board had previously reserved the right to revoke the stock dividend when it was declared. On February 2, 2026, the board approved revocation of the dividend, and the company then eliminated the Series 1 preferred series associated with that contemplated distribution.

What dates are important in Scilex’s Series 1 preferred stock actions?

Key dates include the original Certificate of Designation filing on October 28, 2024, changing record dates into 2025, the board’s dividend revocation on February 2, 2026, and filing of the Certificate of Elimination on February 3, 2026, which took effect immediately.