Scilex Holding warrant deal, 1,356,594 new shares issuable

Scilex Holding Company entered a warrant inducement agreement with an institutional investor under which the investor agreed to exercise two existing warrants for common stock.

Rhea-AI Filing Summary

Scilex Holding Company entered a warrant inducement agreement with an institutional investor under which the investor agreed to exercise two existing warrants for common stock. These existing warrants cover 428,572 shares at an exercise price of $38.50 per share and 475,824 shares at $22.72 per share, with both exercise prices reduced to $22.51 per share as part of the deal.

In return, Scilex will issue a new unregistered November 2025 Warrant to purchase up to 1,356,594 shares of common stock at an exercise price of $29.00 per share, immediately exercisable and expiring five years from issuance, along with placement agent warrants for up to 72,352 shares on similar terms. The company agreed to file a resale registration statement for the November 2025 Warrant and its underlying shares and included a beneficial ownership cap starting at 4.99%, adjustable up to 9.99% with notice. The warrants carry protections for holders in change-of-control and other corporate events, including a cash repurchase right based on Black Scholes value.

Insights

Capital markets and equity structure analyst

Scilex trades near-term warrant exercise for new longer-dated warrants.

Scilex Holding Company secured an agreement from an institutional investor to exercise two existing warrants, which are currently exercisable for 428,572 shares at $38.50 and 475,824 shares at $22.72 per share. To induce this, the company reduced both exercise prices to $22.51. This structure typically brings in immediate cash from warrant exercises while modifying the longer-term equity overhang.

As consideration, Scilex will issue a new November 2025 Warrant for up to 1,356,594 shares at an exercise price of $29.00 per share, plus placement agent warrants for 72,352 shares on similar terms, all expiring five years after issuance. These instruments are unregistered initially, and the company committed to file a resale registration statement on Form S-3 or Form S-1 for the new warrant and its underlying shares.

The November 2025 Warrant includes a beneficial ownership cap of 4.99%, adjustable up to 9.99% with 61 days’ notice, which can limit any single holder’s voting and economic concentration at a given time. It also provides protections in change-of-control and other specified corporate events, including a right for the holder to require Scilex to repurchase the unexercised portion for cash at its Black Scholes value. Actual impact on the company’s capital structure will depend on how many of these new warrants are ultimately exercised.

8-K Event Classification

2 items: 1.01, 3.02

2 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Scilex Holding Company disclosed a warrant inducement agreement under which an institutional investor agreed to exercise two existing warrants, while Scilex reduced their exercise prices and issued a new November 2025 Warrant and placement agent warrants for additional shares of common stock.

How many Scilex (SCLX) shares are covered by the existing warrants being exercised?

The existing warrants being exercised are currently exercisable for 428,572 shares of common stock at $38.50 per share and 475,824 shares at $22.72 per share, with both exercise prices reduced to $22.51 per share under the inducement agreement.

What are the key terms of Scilex’s November 2025 Warrant?

The November 2025 Warrant allows the holder to purchase up to 1,356,594 shares of Scilex common stock at an exercise price of $29.00 per share, is immediately exercisable (including cashless exercise in certain circumstances), and expires five years from its issuance, with customary adjustments for stock splits and similar events.

What beneficial ownership limits apply to the new Scilex warrants?

The holder of the November 2025 Warrant cannot exercise it to the extent that doing so would result in beneficial ownership above 4.99% of Scilex’s outstanding common stock, and this cap can be adjusted to any level up to 9.99% with 61 days’ prior notice to the company.

Will Scilex register the shares underlying the November 2025 Warrant?

Scilex agreed to file a resale registration statement on Form S-3, or another appropriate form such as Form S-1 if it is not S-3 eligible, within 45 days of the warrant inducement agreement for the November 2025 Warrant and the shares of common stock issuable upon its exercise.

What compensation are the placement agents receiving in the Scilex warrant transaction?

Rodman & Renshaw LLC and StockBlock Securities LLC are acting as exclusive placement agents and will receive a cash fee equal to 8.0% of the aggregate gross proceeds from the warrant exercises, reimbursement of certain expenses, and Placement Agent Warrants to purchase up to 72,352 shares of Scilex common stock with terms substantially similar to the November 2025 Warrant.

How are Scilex warrant holders protected in a change-of-control transaction?

In specified changes of control and other corporate events, the November 2025 Warrant provides that the holder can receive the kind and amount of securities, cash, or property that would have been received if the warrant had been exercised before the event, and in certain change-of-control transactions the holder may require Scilex to repurchase the unexercised portion for cash equal to its Black Scholes value.

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Accepted by SEC EDGAR 11/24/2025 - 05:15 PM Learn about SEC filing dates

Scilex Holding Co false 0001820190 0001820190 2025-11-23 2025-11-23 0001820190 us-gaap:CommonStockMember 2025-11-23 2025-11-23 0001820190 us-gaap:WarrantMember 2025-11-23 2025-11-23

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): November 23, 2025

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 1.01. Entry into a Material Definitive Agreement.

Warrant Inducement Agreement

On November 23, 2025, Scilex Holding Company, (the “Company”) entered into a warrant inducement agreement (the “Warrant Inducement Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Investor agreed to exercise (the “Exercise”) (i) a warrant to purchase shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued to the Investor on April 25, 2024, which is currently exercisable for 428,572 shares and has an exercise price of $38.50 per share (the “Existing April 2024 Warrants”) and (ii) a warrant to purchase shares of Common Stock issued to the Investor on December 13, 2024, which is currently exercisable for 475,824 shares and has an exercise price of $22.72 per share (together with the Existing April 2024 Warrants, the “Existing Warrants”). As consideration for the Exercise, the Company agreed to (i) reduce the exercise price of the Existing Warrants to $22.51 per share and (ii) issue to the Investor a new unregistered warrant (the “November 2025 Warrant”) to purchase up to an aggregate of 1,356,594 shares of Common Stock with an exercise price of $29.00 per share (the “Exercise Price”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The November 2025 Warrant shall be immediately exercisable and in certain circumstances may be exercised on a cashless basis. The November 2025 Warrant shall expire five years from the date of its issuance. The Exercise Price of the November 2025 Warrant shall be subject to adjustment for any stock split, stock dividend, stock combination, recapitalization or similar event.

Pursuant to the terms of the Warrant Inducement Agreement, the Company agreed to file a resale registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is not then S-3 eligible) within 45 days of the date of the Warrant Inducement Agreement with respect to the November 2025 Warrant and the shares of Common Stock issuable upon exercise thereof. The holder of the November 2025 Warrant shall not have the right to exercise any portion of a November 2025 Warrant to the extent that, after giving effect to such exercise, the holder (together with certain related parties) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of shares of Common Stock outstanding immediately after giving effect to such exercise. The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of the holder, except that any increase will only be effective upon 61 days’ prior notice to the Company.

The November 2025 Warrant shall prohibit the Company from entering into specified fundamental transactions unless the successor entity (subject to certain exceptions) assumes all of the Company’s obligations under the November 2025 Warrant under a written agreement before the transaction is completed. Upon specified corporate events, the November 2025 Warrant holder will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event had the November 2025 Warrant been exercised immediately prior to the applicable corporate event. When there is a transaction involving specified changes of control, the holder of the November 2025 Warrant will have the right to force the Company to repurchase such holder’s November 2025 Warrant for a purchase price in cash equal to the Black Scholes value, as calculated under the November 2025 Warrant, of the then unexercised portion of the November 2025 Warrant.

Rodman & Renshaw LLC and StockBlock Securities LLC (“StockBlock”) are acting as the exclusive placement agents for the Exercise. Pursuant to the terms of an engagement agreement by and between the Company and StockBlock, dated as of March 22, 2024 (as amended and supplemented from time to time, the “Engagement Agreement”), the Company has agreed to pay a cash fee equal to 8.0% of the aggregate gross proceeds from the Exercise and to reimburse certain expenses. The Company has also agreed to issue the placement agents or their designees, warrants to purchase up to an aggregate of 72,352 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms of the November 2025 Warrant, including exercise price and expiration.

The Warrant Inducement Agreement contains other customary provisions including representations and warranties of the Company and the Investor.

The form of Warrant Inducement Agreement is filed as Exhibit 10.1, the form of November 2025 Warrant is filed as Exhibit 10.2, and the form of Placement Agent Warrant is filed as Exhibit 10.3, in each case to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the terms of the forms of the Warrant Inducement Agreement, the November 2025 Warrant and Placement Agent Warrant do not purport to be complete and are qualified in their entirety by reference to such exhibits.

2

No Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 with respect to the issuance of the November 2025 Warrant and the Placement Agent Warrant pursuant to the Warrant Inducement Agreement and the Engagement Agreement, as applicable, is hereby incorporated by reference into this Item 3.02.

The November 2025 Warrant and the Placement Agent Warrants described in Item 1.01 above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the shares of Common Stock issuable upon the exercise thereof, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. The November 2025 Warrant was offered only to the Investor, an accredited investor.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Warrant Inducement Agreement, dated as of November 23, 2025, by and between the Company and Armistice Capital Master Fund Ltd.
10.2		Form of November 2025 Warrant
10.3		Form of Placement Agent Warrant
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

3

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: November 24, 2025

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